By Jamie Freed and Tom Westbrook
SYDNEY (Reuters) - Australia's Tatts Group Limited and Tabcorp Holdings Ltd on Tuesday said they are in talks to create a A$9.34 billion ($7.1 billion) betting industry giant, hoping to join forces to fend off popular online rivals.
An investment banker involved in the talks, who declined to be named as he was not authorized to speak publicly, said a transaction could be announced within the next two days.
In almost identical statements, the companies requested trading halts until market open on Wednesday, pending "a potential change of control transaction". They declined to comment further.
Australia's two largest non-casino gambling firms are struggling to cope with mounting competition from online betting agencies which have taken off since the deregulation of gambling licenses in 2012, and both reported profit falls in August.
"The entry of large global operators such as William Hill and Sportsbet could have helped push a deal across the line as they have taken a sizeable slice of the local wagering market," said Matthew Felsman, a wealth adviser at AAP Securities.
Brisbane-based Tatts, a 135-year-old company whose name is synonymous with lotteries in some parts of Australia, has a market capitalization of A$5.3 billion. Melbourne-based Tabcorp, Australia's biggest betting company, has a market value of A$4.1 billion.
Together they command more than two-thirds of Australia's A$3.5 billion sports wagering market, but online-only players are growing their share, according to a March report from researcher IBIS World.
The companies failed in a previous attempt to merge in 2015, and since then Tabcorp's shares have gained 11.4 percent while Tatts has fallen by the same amount.
The companies provided no details of the merger's structure, but Deutsche Bank (DE:DBKGn) analysts estimated Tabcorp could pay up to A$4.75 per Tatts share in a deal that would boost Tabcorp's earnings per share by 1 percent.
"Mergers of equals are normally struck based on a stock’s last closing price, so you would assume Tab is a little happier to revisit the deal now," Felsman said.
SCHEME OF ARRANGEMENT
The companies indicated that the deal would be a scheme of arrangement, which would require the approval of 75 percent of the target's shareholders by value through a vote at a shareholder meeting.
Australia's competition regulator said it also would scrutinize the proposal, citing "a range of potential issues and areas of overlap".
Analysts said last week's reversal of a ban on greyhound racing in New South Wales state may have been another motivating factor behind the talks.
"You make hay while the sun shines and it will be a lot easier for them to put together a growth story while the greyhounds are on play," said Mathan Somasundaram, analyst at stockbroker Baillieu Holst.
"They are probably both running out of growth, so put them together and they probably could do savings and on aggregate they might pull out a double-digit growth number."
Both companies posted modest revenue growth for the 2016 financial year citing tougher competition, particularly from foreign players.
($1 = 1.3187 Australian dollars)