* Ladbrokes shares up 26 percent
* Deal follows govt. review on betting terminals (Adds background, quotes)
By Ben Martin and Kate Holton
LONDON, Dec (Shanghai: 600875.SS - news) 7 (Reuters) - Online gambling company GVC Holdings is in talks to buy Ladbrokes Coral (LSE: LAD.L - news) for up to $5.2 billion in a long-awaited deal that would transform it into a bastion of British betting.
GVC's bid marks the biggest wager yet by Kenny Alexander, who would become chief executive of the combined group, which is expected to be large enough to enter Britain's FTSE 100 index.
Since becoming chief executive a decade ago, the Scot has built GVC through a series of increasingly ambitious deals, including the 1.1 billion pound reverse takeover of Bwin.Party, growing it from an upstart gambling firm to a FTSE 250 business.
Alexander's latest acquisition would see GVC, which operates Sportingbet, Partypoker, and Foxy Bingo, swallow up the 130-year old Ladbrokes brand, as well as Coral and Gala (Stuttgart: 23800623.SG - news) .
It would also mark GVC's entry into British retail gambling through its acquisition of approximately 3,500 betting shops, making it the biggest player on the high street and competing with William Hill (Frankfurt: 633847 - news) and Paddy Power Betfair (Other OTC: PDYPF - news) .
"We've come along in a fairly short period of time, we're very proud of what we've achieved," Alexander said.
Talks between GVC and Ladbrokes Coral, led by CEO Jim Mullen, have been "on and off" for about a year, Alexander said.
The two firms, whose previous unsuccessful deal discussions leaked in August, said in a joint statement on Thursday they were in detailed talks over a takeover that would give Ladbrokes shareholders around 46.5 percent of the combined group.
Shares (Berlin: DI6.BE - news) in Ladbrokes jumped by 26 percent, while GVC shares rose 6 percent on confirmation of the potential offer, which is for 32.7 pence in cash and 0.141 GVC share per Ladbrokes share.
GVC's move comes at a pivotal moment for the British gambling industry, which is undergoing a government review.
The final price GVC pays will depend on the outcome of this review into fixed-odds betting terminals (FOBTs), which are big moneyspinners for companies like Ladbrokes but have come under fire for leaving gamblers with very heavy losses.
Following its so-called triennial review, the government said in October that the maximum stake allowed on FOBTs could be sharply cut over concerns they fuel addiction. It started a 12-week consultation to consider cutting the stake to between 50 pounds and 2 pounds, from 100 pounds currently.
GVC's offer values Ladbrokes Coral at 160.9 pence per share, equating to a total equity value of around 3.1 billion pounds, plus a contingent fee of up to 42.8 pence a share, meaning the bookmaker could be valued at as much as 3.9 billion pounds.
Alexander said the offer both "protects GVC shareholders" and "allows Ladbrokes Coral shareholders to get value for whatever the business may look" like following the FOBT consultation.
On Nov. 2, GVC struck a deal to offload its Turkish business, which had been an obstacle in talks with Ladbrokes Coral because of the risks associated with operating in a country where many forms of gambling are banned.
Alexander said that talks with Ladbrokes Coral restarted in recent weeks after a deal structure was devised that could account for the different potential FOBT consultation outcomes.
"This triennial review has run and run and run and with the political climate in the UK who knows how much longer it may well run for?" he said. "You can only sit and wait for so long."
Stricter regulation and higher taxation have hit betting shops in recent years and in 2015 prompted Ladbrokes to agree a merger with Coral and Paddy Power (EUREX: 27913021.EX - news) to tie-up with Betfair.
Alexander said buying Ladbrokes Coral would not leave GVC over-exposed to declining betting shops. Based on results from the first half of 2017, he said that 56 percent of the enlarged company’s earnings would come from digital and 38 percent from UK retail. The latter would fall as online grows, he added.
Stockbroker Davy said the deal made sense strategically, adding "it creates an online and retail gaming company of enormous scale and should lead to material synergies".
Houlihan Lokey (Frankfurt: 2HL.F - news) and Investec (LSE: INVP.L - news) are advising GVC on the deal, while Ladbrokes Coral is working with Greenhill and UBS (LSE: 0QNR.L - news) . ($1 = 0.7478 pounds) (Reporting by Kate Holton and Ben Martin; additional reporting by Arathy S Nair; editing by James Davey and Alexander Smith)