MGM Resorts International has amended its voting agreement with People Incorporated following the withdrawal of the media company’s proposal to acquire the casino operator.
The revised arrangement covers People Inc, its chairman Barry Diller and certain associated persons, collectively described as the covered entities.
Subject to specified conditions, those parties have agreed to vote all their MGM shares in accordance with the board’s recommendation on a change-of-control transaction.
They have also agreed not to purchase additional shares if doing so would increase their aggregate ownership beyond 29.9% of MGM’s outstanding shares.
In return, MGM has agreed not to take defensive measures or actions designed to be adverse to the covered entities while they remain compliant with the agreement.
Commenting on the development, MGM board chairman Paul Salem stated: "This agreement provides the Board with a clear path to maximize value through share repurchases and a change of control transaction, if applicable, in accordance with the Board's fiduciary duties.
"We value People, our largest shareholder, and Barry Diller, an MGM Resorts Director, both of whom will continue to help maximize value for all shareholders."
The company stressed that the agreement does not oblige either MGM or the covered entities to pursue or enter into any transaction. It added that none is contemplated.
MGM said it remained focused on its operational strategy and shareholders’ interests.
People withdrew its proposed $18bn MGM acquisition on 23 September, when it disclosed a holding of 66.8 million shares, representing approximately 27% of the operator.
Subsequent reports suggested MGM was considering a reverse acquisition of People; the latest announcement suggests no transaction is contemplated.
The 29.9% restriction applies to additional share purchases; MGM’s announcement does not describe it as an absolute ownership ceiling
