Star Entertainment Submits Proposal to Merge with Crown Resorts

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Australia’s Star Entertainment Group has submitted a conditional, non-binding, indicative proposal to merge with Crown Resorts.

According to details released via the ASX, the proposal values Crown’s shares in excess of AU$14 per share – exceeding the value put forward by competing bids in recent weeks which value Crown at closer to AU$12 per share.

Those competing bids include a revised offer from American multinational private equity and hedge fund giant The Blackstone Group, received over the weekend, which increases its bid from an original AU$11.85 per share to AU$12.35 per share.

US global asset management firm Oaktree Capital Management L.P. has also proposed a AU$3 billion offer to acquire the 37% stake in Crown currently held by James Packer’s Consolidated Press Holdings.

However, Star has outlined its case for a merger, with the offer representing a share exchange ratio of 2.68 The Star shares per Crown share with a cash alternative of AU$12.50 per Crown share for up to 25% of Crown’s issued share capital.

“Based on recent trading values of The Star and the substantial value that would be unlocked by a merger, The Star estimates its pro forma share price to be more than AU$5 per share, implying potential value of the Scrip Consideration in excess of AU$14 per Crown share,” it said.

The Star said it believes a merger represents a “compelling value proposition for all shareholders by creating a national tourism and entertainment leader with a world-class portfolio of integrated resorts with enhanced scale and geographic earnings diversification, significant balance sheet strength and free cash flow generation.”

It would also allow for AU$150 million to AU$200 million in cost synergies per annum with an estimated net value of AU$2 billion.

“A merger of The Star and Crown would result in significant scale and diversification and unlock an estimated AU$2 billion in net value from synergies,” Star Chairman John O’Neill said.

“With a portfolio of world-class properties across four states in Australia’s most attractive and populated catchment areas and tourism hubs, the combined group would be a compelling investment proposition and one of the largest and most attractive integrated resort operators in the Asia Pacific region.”

According to Star, a merger would also open the door for potential sale and leaseback opportunities on some of the group’s enhanced property portfolio – leaving the door open for the likes of Blackstone and Oaktree to acquire assets in the future.

Crown said it has not yet formed a view on the merits of the proposal and will commence an assessment process on its merits.