Paddy Power Owner Makes a $6 Billion Bet Against the Antitrust Police

(Bloomberg Opinion) -- When a bookmaker’s shares shoot up as much as 22% on a wager to dominate the market for online betting, you can see what investors are thinking: This company is going to attract even more gamblers and convince the ones it has already to risk more of their money on new games.

Flutter Entertainment Plc’s proposed takeover of Canadian rival The Stars Group Inc. was rapturously received by investors on Wednesday.  As well as the deal’s substantial potential for cost savings, the Dublin-based owner of the Paddy Power and Betfair brands spies the chance to expand in the U.S. and take share from smaller rivals. The market reaction is a red flag that this combination will create a very powerful force in betting, one that regulators should look at very closely.

The bid has been triggered by the opening up of the sports betting market in the U.S. That’s an opportunity for Flutter to apply its skills to a much larger territory. Toronto-based Stars Group is the perfect target for jump starting a North American strategy. Its shares got hit by a recent profit warning, and it’s laboring under debts worth around 7 times trailing earnings before interest, taxes, depreciation and amortization.

By contrast, Flutter’s borrowings are low. A combination therefore brings that immediate benefit of sharing the debt burden, leading to lower financing charges. The groups can share some technology, eliminating some need for external purchases. Flutter also gets to harvest the benefits of Stars Group’s recent acquisition of Sky Betting & Gaming, which have yet to filter into results.

Scale should provide a competitive advantage in regulated betting given the costs of complying with responsible gambling rules. That makes it easier to take market share.  With all of their brands, Flutter and Stars Group have a captive audience of gamblers across the gamut of poker, online casinos and sports betting. The combined company will seek to tempt customers from one of the groups to try the others’ preferred form of wager.

All the same, the main regulatory concerns about this deal will be antitrust. The transaction will face tough scrutiny in the U.K. and Australia especially. The long timetable for completion betrays that expectation.

Investors seem to be assuming that clearance will come with modest remedies, if any, judging by the enthusiastic stock-market reaction. If so, shareholders will certainly win. Based on Flutter’s closing share price on Tuesday, its all-stock offer for Stars Group’s equity was worth $6 billion, and $11 billion when including assumed net debt. Stars Group’s operating profit is forecast to exceed $700 million as soon as next year. Add $170 million of cost savings, deduct tax and the expectation that returns will exceed 7.5% within three years of completion looks credible.

The rise in Flutter’s share price – well beyond what is justified by the stated cost savings – makes the deal still more attractive to Stars Group’s shareholders, lifting the offer to $6.8 billion, a 55% premium on the company’s market value on Tuesday. But any big share price move alerts even the sleepiest of regulators to increased market power. Expect them to look at this one hard.

To contact the editor responsible for this story: Melissa Pozsgay at mpozsgay@bloomberg.net

This column does not necessarily reflect the opinion of the editorial board or Bloomberg LP and its owners.

Chris Hughes is a Bloomberg Opinion columnist covering deals. He previously worked for Reuters Breakingviews, as well as the Financial Times and the Independent newspaper.

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