Flutter Entertainment and The Stars Group, operators of FanDuel and FOX Bet respectively, have agreed a share deal which will see the two combine to become the world’s largest online gambling firm.

Flutter, which also owns TVG and Betfair, will acquire PokerStars operator TSG via an all share combination which analysts suggest has been made to capitalise on the major opportunity that sports betting in the US provides. Immediately following completion of the Combination, Flutter Shareholders would own approximately 54.64 per cent. and TSG Shareholders would own approximately 45.36 per cent. of the share capital of the Combined Group.

The approval of Flutter and TSG Shareholders is expected to be sought in the second quarter of 2020. Completion is expected to occur during the second or third quarter of 2020.

Dave Gadhia, Executive Chairman of TSG, commented: “The Board of TSG and I are delighted to recommend this exciting combination of TSG and Flutter, which we believe will create significant value for TSG’s shareholders. 4 Over the past four years our team, led by Rafi, has been working relentlessly and passionately to stabilise, grow and establish TSG as one of the clear leaders in our industry. 

“We seized new opportunities in poker, significantly grew our casino business, acquired one of the UK’s most notable sportsbook brands in Sky Bet, built a significant presence in Australia through BetEasy, and teamed up with FOX Sports to launch FOX Bet to position ourselves to become a leader in the U.S. We have long had respect for Flutter, and believe the combination is a natural next step in the evolution of the business, creating a leader in online betting and gaming with trusted brands, diversified revenues, stand-out technology and the best operational and managerial talent in the industry. 

“With TSG appointing a significant portion of the new Board, we look forward to working together with Gary, Peter and the Flutter team to continue and contribute to the success of our combined business.” 

Peter Jackson, CEO of Flutter, said: “The combination represents a great opportunity to deliver a step change in our presence in international markets and ensure we are ideally positioned to take advantage of the exciting opportunity in the US through a media relationship with FOX Sports as well as our development of US sports betting through Flutter’s FanDuel and TSG’s FOX Bet brands. We are committed to these two high quality brands to drive the growth of the Combined Group in the US. 

“The combination will turbocharge our existing four-pillar strategy and provide world-class capabilities across sports betting, gaming, daily fantasy sports and poker, as well as greater geographical and product diversification. We believe the combination of Flutter and TSG will deliver substantial value for shareholders. We will have an exceptional portfolio of leading recreational brands and best-in-class products on industry-leading technology platforms.”

On a proforma basis, the Combined Group’s annual revenue would have been £3.8bn in 2018, making it the world’s largest online betting and gaming operator. 

Lachlan Murdoch, Executive Chairman and CEO of Fox Corporation, said: “Our FOX Bet partnership is off to a great start, and teaming up with Flutter and FanDuel will allow us to build on that strength and jointly capture the significant market potential ahead of us. We’re excited to be able to expand our partnership into FanDuel, which together with FOX Bet, will be a leader in sports wagering in the US.”

In order to achieve economic alignment of Flutter’s and TSG’s strategic third party relationships across their respective US businesses, Flutter has entered into conditional arrangements with FOX Sports (TSG’s US media partner for FOX Bet), Fastball Holdings LLC and Boyd Interactive Gaming LLC  (together Flutter’s co-shareholders in FanDuel Group).

  • FOX Sports to have the right to acquire an approximate 18.5 per cent. equity interest in FanDuel Group at its market value in 2021 (structured as a 10-year option from 2021, subject to a carrying value adjustment)
  • Fastball and Boyd will receive a total payment of 12.5 per cent. of the increase in FOX Bet’s market value between completion of the Combination and the exercise of Flutter’s option to acquire Fastball’s remaining equity interest in FanDuel Group in July 2023 (also subject to a carrying value adjustment)
  • Commitment by all parties to discuss options for further alignment prior to completion of the Combination
  •  In return, each of FOX Sports, Fastball and Boyd have waived the exclusivity provisions that form part of the existing contractual arrangements in relation to the relevant US subsidiaries of TSG and Flutter Conditionality and timing to completion

Upon completion, it is intended that the Combined Group’s Board will comprise of: 

  •  A 14-person Board drawing on expertise and experience of Flutter and TSG
  • Gary McGann, currently Chair of Flutter, will assume the role of Chair of the Combined Group 
  • Divyesh (Dave) Gadhia, currently Executive Chairman of TSG, will assume the role of Deputy Chair of the Combined Group 
  • Peter Jackson, currently CEO of Flutter, will assume the role of CEO of the Combined Group 
  • Jonathan Hill, currently CFO of Flutter, will assume the role of CFO of the Combined Group 
  • Rafi Ashkenazi, currently CEO of TSG, will assume the role of COO of the Combined Group 
  • In addition, nine non-executive directors comprising five nominated by Flutter, three nominated by TSG and the appointment of Richard Flint, former CEO of Sky Betting & Gaming

It is suggested that the Combination will deliver substantial value creation for shareholders from pre-tax cost synergies of £140 million per annum, along with potential revenue cross-sell in international markets and lower finance costs.