In order to consummate the business combination described above, the Company hereby makes an offer to all shareholders of FanDuel as at the date hereof (FanDuel Stockholders) to acquire all of the issued share capital of FanDuel at the date hereof, on the following terms and conditions (the Offer):
134996.00104/109933700v.1
From:
PandaCo, Inc. (the Company)
To:
The shareholders of FanDuel Limited (FanDuel)
Copy to:
FanDuel
June 30, 2018
Dear Sirs / Madams
Offer to FanDuel shareholders
1.
Terms not otherwise defined in this offer letter shall have the meanings given to them
in the articles of association of FanDuel (the Articles).
2.
As you may be aware, Paddy Power Betfair plc (PPB) has, through its subsidiary
TSE Holdings Ltd (TSE Holdings), reached an agreement with FanDuel pursuant to which
the United States operations of PPB will be combined with FanDuel (the Business
Combination). The Company is a newly created subsidiary of TSE Holdings which will own
such combined operations.
3.
In order to consummate the business combination described above, the Company
hereby makes an offer to all shareholders of FanDuel as at the date hereof (FanDuel
Stockholders) to acquire all of the issued share capital of FanDuel at the date hereof, on the
following terms and conditions (the Offer):
(a)
in consideration for the transfer by the FanDuel Stockholders of all of the issued share
capital of FanDuel to the Company, the total consideration payable to all FanDuel
Stockholders shall be an aggregate of 4,058,004 shares of common stock in the
capital of the Company (Shares) (which number of shares will represent
approximately 40 per cent. of the issued common stock of the Company immediately
following the closing of the Business Combination), as such number of Shares may
be adjusted pursuant to paragraphs 3(b) and 3(c) below (such aggregate amount, as
adjusted, the FanDuel Share Pool). The Business Combination implies a cash
equivalent value of the FanDuel Share Pool, prior to any adjustment, of
US$465,493,638.84 (or US$114.71 per Share, such per share amount being referred
to herein as the Share Price);
(b)
notwithstanding anything to the contrary in this Offer or otherwise in connection with
the Business Combination, in no event shall the Company be required