The summary set forth below is intended to be a high level overview of the background and material terms of the Business Combination, as such term is defined in that certain offer made by PandaCo, Inc. (the “Company”) to which this summary is attached (the “Offer”). The summary is provided for the benefit of shareholders to provide some high level information and context about the transaction, but does not purport to contain a description of all material terms applicable to the Business Combination, and each term described herein is qualified in its entirety by reference to any applicable definitive agreements with respect thereto.
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Appendix C
FanDuel Paddy Power Betfair Business Combination
Summary of Background and Material Terms
The summary set forth below is intended to be a high level overview of the background and material
terms of the Business Combination, as such term is defined in that certain offer made by PandaCo, Inc. (the
"Company") to which this summary is attached (the "Offer"). The summary is provided for the benefit of
shareholders to provide some high level information and context about the transaction, but does not purport to
contain a description of all material terms applicable to the Business Combination, and each term described
herein is qualified in its entirety by reference to any applicable definitive agreements with respect thereto.
Background of the Business Combination and its Execution
In December 2017, at the unanimous direction of its board of directors, FanDuel engaged Moelis &
Company, LLC ("Moelis") to explore both debt and equity financing alternatives or a potential change of
control transaction. As a result of this process, FanDuel and Paddy Power Betfair ("PPB") agreed to enter
into the Business Combination, which transaction presented FanDuel with a valuation larger than any
other offer made by any third party during the Moelis process.
In connection with the consummation of the Business Combination, PandaCo, Inc., a wholly owned
subsidiary of PPB (the "Company"), has made the Offer to acquire the entire share capital of FanDuel.
By special resolution passed unanimously on 23 February 2017, the current articles of association (the
"Articles") of FanDuel Limited ("FanDuel") were adopted. The Articles contain a provision (the "Drag
Along Right") which entitles the KKR Investor and the Shamrock Investor (each as defined in the
Articles, and collectively the "Dragging Shareholders") to require all FanDuel Stockholders to accept an
offer o