William Hill plc (LSE:WMH) made an offer to acquire Mr Green & Co AB (publ) (OM:MRG) from Henrik Bergquist, Hans Fajerson, Fredrik Sidfalk, Karl Trollborg, Martin Trollborg, Tommy Trollborg, Anita Trollborg, Sand Grove Capital Management LLP and others for SEK 2.8 billion on October 31, 2018. Under the terms of the offer, William Hill plc will pay SEK 69 per MRG share in cash. The offer does not include the warrants issued as part of MRG incentive programmes for employees and the warrants issued to members of MRG's board of Directors. The consideration payable to MRG shareholders will be funded by cash on William Hill's balance sheet or through existing credit facilities. Ulrik Bengtsson, William Hill's Chief Digital Officer, will be responsible for leading the integration of MRG within the Group. The Board of Directors of MRG unanimously recommended the offer for acceptance by the shareholders, and shareholders in MRG, Henrik Bergquist, Hans Fajerson, Fredrik Sidfalk, Martin Trollborg, Karl Trollborg, Tommy Trollborg and Anita Trollborg representing in aggregate 40.04% of the total number of issued shares and votes in MRG, have undertaken to accept the offer and tender any of their shares in MRG in the offer. The transaction is subject to acceptance from MRG's shareholders and anti-trust approvals. Completion of the offer is conditional upon the offer being accepted to such an extent that William Hill becomes the owner of shares representing more than 90% of the outstanding shares in MRG; all regulatory, governmental or similar clearances, approvals and decisions necessary to complete the offer, including approvals and clearances from competition authorities, being obtained, in each case on terms which, in William Hill's opinion, are acceptable. The offer is not conditional on financing. In the event that William Hill, whether in connection with the offer or otherwise, becomes the owner of shares representing more than 90% of the outstanding shares in MRG, William Hill intends to commence a compulsory acquisition procedure under the Swedish Companies Act to acquire all remaining shares in MRG. In connection therewith, William Hill intends to promote a de-listing of the Company's shares from Nasdaq Stockholm. As of January 7, 2019, the transaction received approvals from the competition authorities in all necessary jurisdictions due to which the offer is no longer conditional upon any approvals from authorities. As of January 21, 2019, all conditions of the offer has been met and the offer is declared unconditional. William Hill received valid acceptance from 92% shareholders of Mr Green. William Hill intends to request an extraordinary general meeting to be held in MRG in order to appoint a new Board of Directors to reflects the new ownership structure.

The acceptance period for the offer is expected to commence around December 10, 2018 and end around January 11, 2019. Settlement is expected to begin around January 17, 2019. Completion is expected to occur in January 2019. As of December 4, 2018, the offer period is expected to end on January 17, 2018 and the settlement is expected to begin around January 25, 2019. As of January 21, 2019, the offer period is extended till January 31, 2019. The settlement of shares acquired during extended acceptance period is expected to be commenced on or around February 8, 2019. The transaction is expected to be accretive to earnings from the first full year of ownership before synergy benefits, and achieve returns above William Hill's cost of capital. Jan Skarbek, Lars Ingemarsson and Tom Jacob of Citigroup Global Markets Limited acted as exclusive financial advisors and Vinge acted as legal advisor for William Hill. Robert Nordahl, Jens Ekvall, Sara Grenmark and Simon Wiklundfrom from BDO Corporate Finance served as fairness opinion providers to Mr Green & Co. on the deal. SEB Corporate Finance acted as financial advisor and Cederquist acted as legal advisor for Mr Green & Co AB.

William Hill plc (LSE:WMH) completed the acquisition of Mr Green & Co AB (publ) (OM:MRG) from Henrik Bergquist, Hans Fajerson, Fredrik Sidfalk, Karl Trollborg, Martin Trollborg, Tommy Trollborg, Anita Trollborg, Sand Grove Capital Management LLP and others on January 31, 2019. At the end of the extended acceptance period on January 31, 2019, William Hill controls in total approximately 98.5% of the shares and votes in Mr Green & Co AB. William Hill has initiated compulsory acquisition of the remaining shares in MRG. The last day of trading in the MRG shares on Nasdaq Stockholm will be February 15, 2019.