The Rank Group Plc (LSE:RNK) reached an agreement to acquire Stride Gaming Plc (AIM:STR) from Poppy Investments Limited, GAL Holdings Limited, Hydaco Holdings Pty Ltd and others for approximately £110 million on May 31, 2019. Pursuant to the terms of agreement, shareholders of Stride Gaming will receive £1.51 per share. The offer is intended to be affected by means of court-sanctioned scheme. The cash consideration payable to Stride shareholders is expected to be satisfied through new debt, although Rank may elect to satisfy a portion from its existing debt facilities and/or cash resources. Rank, Rank Group Finance and certain of its affiliates have entered into a £128.125 million facility agreement with National Westminster Bank plc (as agent of the finance parties) to finance the transaction. Post-completion, Stride Gaming will become a wholly owned subsidiary of Rank Group. Stride Gaming will be de-listed and will be re-registered as a private limited company. Following completion, Eitan Boyd and Darren Sims, currently the Chief Executive Officer and Chief Operating Officer of Stride respectively will assume the roles of Managing Director Digital and Operations Director Digital for the Rank Group with day-to-day responsibility for Rank's UK digital strategy. Each of the non-executive Directors of Stride has agreed to resign from the board of Stride conditional upon, and with effect from, the effective date. Following completion of the transaction, the executive management will aim to retain the best talent of Rank and Stride. It is currently expected that the total headcount of the combined business, being approximately 8,000, will reduce by approximately 1.5 per cent., some of which would take place via natural attrition. Upon completion of the acquisition, Rank will maintain its existing corporate headquarters in Maidenhead, which will absorb the management and administrative functions of Stride.

The transaction is subject to approval at the court meeting by a majority shareholders representing 75% or more of the voting right, passing of all resolutions in connection with, or necessary to approve and implement the Scheme in the court meeting and the sanction of the Scheme by the Jersey Court on or before the 22nd day after the expected date of the general meeting. The transaction also requires authorizations from appropriate third parties, UK merger control approval, UK Gambling Commission change of control approval and Alderney Gambling Control Commission change of control approval. The transaction is unanimously approved by the Board of Stride Gaming and recommended shareholders to vote in favor of transaction. Rank Group received an irrevocable undertaking from Stride Directors and certain other Stride Shareholders holding approximately 61% stake in Stride Gaming to vote in favor of transaction. The scheme document will be dispatched to Stride shareholders within 28 days of this announcement. As of June 28, 2019, the court and Stride shareholder's meeting is scheduled to take place on July 24, 2019. As of July 24, 2019, the transaction is approved by the shareholders of Stride Gaming. As of September 20, 2019, UK Gambling Commission given a written notice that it has determined to approve the offer and as such the relevant condition of the offer has been satisfied. The court meeting to sanction the scheme is scheduled to take place on October 2, 2019. As of October 2, 2019, the transaction has been sanctioned by the Court. The transaction is expected to become effective during the third quarter of 2019. The effective date of the scheme is October 4, 2019. The long stop date is November 30, 2019. The acquisition of Stride is expected to be accretive to Rank's earnings per share in the first year following completion.

Chris Treneman, Edward Thomas, David Anderson and Dan Oldham of Investec Bank plc acted as financial advisors for Stride Gaming while Edward Banks and Julien Baril of Evercore Partners International LLP, Peel Hunt LLP and Goodbody Stockbrokers acted as financial advisors for Rank Group. Simon Morgan, Christian Spelzini, Michelle Davies, Miles Pope, David Zeffman, Alasdair Lamb, Tom Simpson, Tamsin Blow, Emily Sheard, Laura Cairns, Caroline Hobson, John Markham, John Kontogeorges, Melanie Lane, Tom Bordell, Andy Quayle, Cathy Wears and Mala Patel, Sharon Piert and Oscar Webb of CMS Cameron McKenna Nabarro Olswang LLP and Mourant Ozannes acted as legal advisors for Rank Group while Pinsent Masons and Carey Olsen Jersey LLP acted as legal advisors for Stride Gaming. Will Pearce, Fiona Tregeagle, Nick Benham and Aaron Ferner of Davis Polk & Wardwell advising Evercore Partners International LLP acted as financial advisor to The Rank Group Plc. Stride Gaming paid £2.9 million for financial and corporate broking advice and £0.4 million for legal advice. Rank Group paid £1.7 million for financial and corporate broking advice and £1.1 million for legal advice.

The Rank Group Plc (LSE:RNK) completed the acquisition of Stride Gaming Plc (AIM:STR) from Poppy Investments Limited, GAL Holdings Limited, Hydaco Holdings Pty Ltd and others on October 4, 2019.