Tabcorp Holdings Ltd. (ASX:TAH) entered into an agreement to acquire Tatts Group Limited (ASX:TTS) for AUD 6.4 billion on October 18, 2016. Tatts' shareholders will receive 0.8 Tabcorp shares and AUD 0.425 cash for each Tatts ordinary share, restricted share and performance right. The consideration payable to the restricted share and performance right holders is subject to a hold back in the escrow for two years. On completion of the transaction, existing Tabcorp shareholders will own approximately 42% of the combined group and existing Tatts shareholders will own approximately 58%. The combined Board will be comprised of the existing Tabcorp's Board of Directors with Paula Dwyer as Chairman. Harry Boon, Chairman of Tatts, will join the Board of the combined group as a Non-Executive Director following implementation of the transaction. David Attenborough will be the Managing Director and Chief Executive Officer of the combined group and Damien Johnston will be the Chief Financial Officer. The confidentiality agreement was signed between Tabcorp and Tatts on September 14, 2016.

The deal is subject to Tatts shareholders' approval, listing of new shares, Australian Competition and Consumer Commission's and Federal Court of Australia's approval, approvals from various industries' and State Government wagering, gaming, monitoring and lotteries regulators, Supreme Court of Victoria's approval and an independent expert concluding that the transaction is in the best interests of Tatts shareholders. The deal is unanimously recommended by the Boards of Tabcorp and Tatts. As of December 23, 2016, the Board of Tatts continues to believe that the proposed Tabcorp merger is in the best interests of Tatts' shareholders and unanimously recommends the proposed Tabcorp Merger, in the absence of a superior proposal. As of March 9, 2017, Australian Competition and Consumer Commission gave preliminary reviews on the transaction and the final approval will be announced on May 4, 2017. As per the preliminary reviews, there is a substantial issue in relation to electronic gaming machine monitoring services and repair and maintenance services in Queensland. To resolve this, Tabcorp committed to divest its Odyssey Gaming Services business. Australian Competition & Consumer Commission formally opposed the transaction in the Australian Competition Tribunal on June 3, 2017. As of June 8, 2017, Australian Competition Tribunal has formally extended the period for authorization to proceed with proposed agreement to no later than September 10, 2017. As of June 20, 2017, the transaction was approved by the Australian Competition Tribunal. CrownBet and the Australian Competition and Consumer Commission lodged an appeal to the Federal Court challenging the approval. The court subsequently quashed the initial approval in September 2017. The Australian Competition Tribunal gave its final approval on the transaction on November 17, 2017. The approval is subject to completion of sale of Odyssey Gaming Services business to Australian National Hotels Pty Limited by Tabcorp. The shareholders' meeting of Tatts Group is expected in August 2017 and first court hearing is scheduled for mid-July 2017 to approve the transaction. As of July 10, 2017, the Australian Competition and Consumer Commission applied to the Federal Court for judicial review of the Australian Competition Tribunal's authorization for the transaction.

On September 8, 2017, the Supreme Court of Victoria made orders to convene a meeting of Tatts shareholders on October 18, 2017 to approve the transaction. On September 20, 2017, the Federal Court of Australia ruled that the Australian Competition Tribunal's approval of the merger be set aside, and the deal be sent back to the Tribunal for further consideration. As on September 26, 2017, Australian Competition Tribunal allocated the hearing dates on October 24, 2017 and October 25, 2017 to consider the application for the transaction approval. Tabcorp Holdings Ltd. intends to lodge a new application for authorization of transaction as pre instructions of Australian Competition Tribunal. As of September 28, 2017, the meeting of the shareholders of Tatts Group was postponed from October 18, 2017 to November 30, 2017. As of November 22, 2017, the meeting of the shareholders of Tatts Group was postponed from November 30, 2017 to December 12, 2017. The scheme is expected to be implemented on December 14, 2017. As of November 25, 2017, the transaction is expected to complete by the end of year 2017. The deal is expected to be earnings per share accretive (before significant items) and value accretive for both Tabcorp and Tatts shareholders. Following the implementation, Tatts will apply for the termination of the official quotation of Tatts' shares on the ASX. It is expected that the Tatts Bonds will remain quoted on the ASX. On December 1, 2017, Tabcorp Holdings Limited and Tatts Group Limited waived of competition approval condition. On December 12, the transaction is approved by shareholders of Tatts Group Limited. On December 13, 2017, the transaction is approved by Supreme Court of Victoria. The deal is expected to close by September 30, 2017 and can extend to December 31, 2017. As of August 4, 2017, Tatts Group announced that the transaction is expected to be completed by the end of the year 2017. The transaction is expected to close on December 22, 2017.

UBS Group AG (SWX:UBSG) acted as a financial advisor, Rodd Levy, Courtney Dixon, Cecelia Mehl, Grant Marjoribanks, Chris Jose, Patrick Gay, Merryn Quayle, Sarah Benbow and Andrew Cameron of Herbert Smith Freehills and Gina Cass-Gottlieb, Luke Woodward, Simon Muys, Jeremy Jose, Laura Tompkins, Genevieve Rahman, Melissa Graham, Sophie Millett, Mat Argy and James Campisi of Gilbert + Tobin acted as legal advisors for Tabcorp Holdings Limited. Goldman Sachs Australia Pty. Ltd. acted as financial advisor and Andrew Walker, Michael Corrigan, Mihkel Wilding, Sam Morrissy and Nina Janic of Clayton Utz acted as legal advisors for Tatts. Link Market Services Limited acted as a registrar for Tabcorp and Computershare Investor Services Pty Limited acted as a registrar for Tatts. Jim Kelly and Ross Thornton of Domestique Consulting represented Tatts in the transaction. Grant Samuel & Associates Pty Limited acted as a fairness opinion provider and Pricewaterhousecoopers Securities Limited acted as the accountant to Tatts Group Limited. Ernst & Young Australia acted as the accountant to Tabcorp Holdings Limited.

Tabcorp Holdings Ltd. (ASX:TAH) completed the acquisition of Tatts Group Limited (ASX:TTS) on December 22, 2017. Debt finance by way of syndicated loan has been provided to Tabcorp Holdings Limited for its acquisition of Tatts Group Limited on December 14, 2017. The executive leadership team will be comprised of David Attenborough will be Managing Director and CEO, Damien Johnston Chief Financial Officer, Fiona Mead Group Company Secretary, Adam Rytenskild as Managing Director, Wagering & Media, Sue van der Merwe as Managing Director, Lotteries & Keno, Frank Makryllos as Managing Director, Gaming Services, Sean Hughes as Group General Counsel, Mandy Ross as Chief Information Officer, Merryl Dooley as Chief People Officer, Clinton Lollback as Chief Risk Officer, Ben Simons as Chief Strategy Officer, Fiona Mead as Group Company Secretary. Tatts Group Limited also announced the resignation of each of Harry Boon, Brian Jamieson, Lyndsey Cattermole, Kevin Seymour, David Watson and Robbie Cooke as Directors and of Anne Tucker as Company Secretary of Tatts Group.