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On 13 December 2017, the $11 billion merger between Tabcorp Holdings Ltd (Tabcorp) and Tatts Group Ltd (Tatts) became effective upon Supreme Court approval. Final implementation is scheduled to occur today in what has been one of the longest-running transactions in recent Australian corporate history.

This represents the final step in a process that began in October 2016 when Tabcorp and Tatts entered into a Merger Implementation Deed under which Tabcorp would acquire Tatts, by way of a Tatts scheme of arrangement.

Approval of the scheme comes after two successive authorisations of the merger were granted by the Australian Competition Tribunal. The Australian Competition and Consumer Commission (ACCC) and corporate bookmaker competitor CrownBet successfully sought judicial review of the Tribunal’s original determination, before the Tribunal again gave the green light in November 2017.

The Victorian racing industry and joined CrownBet as interveners in the Tribunal process, who with the ACCC argued that the merger would lessen competition in the wagering and racing vision markets. However, the Tribunal found in two separate determinations that the merger was in fact pro-competitive and was justified in terms of resulting public benefit (see our previous legal briefings here and here). The ACCC and CrownBet announced following the Tribunal’s second authorisation that they would not seek further review.

Over 98 per cent of votes cast by Tatts shareholders at a meeting on 12 December to vote on the scheme were in favour of the deal.

Tabcorp also finalised the sale of its Queensland gaming business Odyssey to Australian National Hotels, a condition of the merger which Tabcorp had agreed to at the outset of the Tribunal process.

Herbert Smith Freehills’ Competition, Disputes and Corporate teams acted for Tabcorp.

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Patrick Gay

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Rodd Levy

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