MGM Resorts amends voting pact with People after takeover bid withdrawal
MGM Resorts International is revising its governance arrangements with investor People after the withdrawal of an earlier bid for the casino operator. The change leaves MGM free to continue its operating strategy while setting new terms around voting, ownership limits and potential future change-of-control scenarios.
Highlights
- MGM Resorts amended its voting agreement with People Inc after People withdrew its over $18 billion takeover offer in September.
- The revised pact requires People, Barry Diller, and affiliates to vote their MGM shares with the board in sale or change-of-control scenarios, and caps their ownership at 29.9%.
- MGM will not adopt defensive tactics against People as long as terms are met, retaining flexibility for share repurchases or a potential sale while noting no deal is currently on the table.
Revised agreement sets voting and ownership terms
As reported by Reuters, MGM said on Wednesday that it amended its existing voting agreement with People Inc after the investor withdrew its previously announced proposal to acquire the casino operator.People, backed by media mogul Barry Diller, withdrew its more than $18 billion offer in September, ending a bid that would have combined the investment vehicle with one of the world's largest casino operators.
Under the amended agreement, People, Diller and related entities must vote their MGM shares in line with the board's recommendations in the event of a sale or other change-of-control transaction, subject to certain conditions. The pact also caps the group's combined ownership of MGM at 29.9%, limiting additional share purchases above that threshold.
Strategic flexibility remains with MGM
MGM agreed not to adopt defensive measures aimed at People and its affiliates as long as they comply with the terms of the agreement. MGM Board Chairman Paul Salem said the revised pact gives the company flexibility to pursue share repurchases and, if appropriate, a change-of-control transaction in line with its fiduciary duties.MGM also said the agreement does not commit either side to a transaction and that no deal is currently under consideration. The company added that it remains focused on its operating strategy and on its shareholders.
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