People Incorporated, the media company formerly known as IAC, has submitted a non-binding proposal to acquire all outstanding shares of MGM Resorts International that it does not already own, offering $48.30 per share in cash in a bid that values the casino operator at more than $18 billion, including debt.
In a letter sent to MGM’s board on Monday, June 1st, People Incorporated — which already holds 26.1 percent of the company — said the all-cash offer represents a premium of 10.6 percent to MGM’s most recent closing price, 24.1 percent to the volume-weighted average price over the 30 trading days ending May 29th, and more than 30 percent to the 90-day average.
The proposal would take MGM private. People Incorporated said it expected to own just over 50.1 percent of the company’s equity after closing and to control the business, with minority interests held by other investors that may include current MGM shareholders. It added that it would fund the deal through existing cash at both People Incorporated and MGM, alongside additional debt and equity commitments, and that the transaction would not be subject to any financing condition.
“We began investing in MGM nearly six years ago because we believed it represented a rare kind of business: one with real world assets that AI cannot easily replicate or disintermediate and exceptional digital growth opportunities,” said Barry Diller, chairman and senior executive of People Incorporated. “We continue to believe the market materially undervalues the power and durability of MGM’s assets.”
Diller, who said he would recuse himself from any MGM board deliberations on the matter, added that People Incorporated had no intention of selling its existing stake or supporting any transaction that would transfer control to another party.
MGM Resorts confirmed it had received the offer for all outstanding shares that People Incorporated does not already own. The company said its board would review the proposal ‘in consultation with its financial and legal advisors’ to determine the course of action in the best interests of all shareholders, adding that shareholders ‘do not need to take any action at this time.’
MGM cautioned that there was no assurance the proposal would result in an agreement, and said it ‘remains focused on advancing its position as the world’s premier gaming entertainment company.’
Second casino takeover bid in a week
The offer marks the second takeover bid in the U.S. casino industry within a week. On Thursday, the firm of Tilman Fertitta — Wynn Resorts’ largest individual shareholder — announced the acquisition of Caesars Entertainment in a $17.6 billion deal.
MGM shares surged 14.5 percent to $50 following the announcement, trading above the offer price.
Diller’s bet on MGM, and its Macau exposure
For Diller, the deal offers a way to diversify beyond a core media business that includes People magazine and Food & Wine. He has invested in travel and leisure before, acquiring Expedia in 2002 and building it into a global travel company under IAC before spinning it off.
MGM owns properties that account for roughly 40 percent of the Las Vegas Strip but has faced sluggish foot traffic in Las Vegas and has leaned on growth from its China assets and digital operations.
The operator’s holdings include a 56 percent stake in Macau-based MGM China Holdings, while its BetMGM venture has become one of the leading online sportsbooks in the United States.
People Incorporated recorded $34 million in unrealized gains from its MGM investment in the March quarter, compared with a loss of about $324 million a year earlier.
