If there is a clear loser from Tabcorp's successful appeal – directly to the Australian Competition Tribunal over its Tatts merger proposal – it is Australian Competition and Consumer Commission (ACCC) boss, Rod Sims.
"Clearly there's a lot of overlap between what Tatts and Tabcorp do … so on the overlap issue there's major concern," he said at a conference not long after the merger was proposed last year.
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Sims changed his mind on the overlap issue this year, but insisted that the public benefits would not outweigh the damage to competition in the wagering market. He also outlined a torturous process for competition approval for Tabcorp.
Tabcorp boss, David Attenborough, chose to directly appeal to the referee.
The competition tribunal's head, Justice John Middleton, made short shrift of the ACCC's position.
"The tribunal is satisfied that the proposed merger is likely to result in substantial public benefits," he said, "and the public detriments identified by the ACCC and the interveners are unlikely to either arise or are not of significance."
Tuesday's decision means the competition czar faces losing his role as gatekeeper on these major deals if more corporate nuptials follow Tabcorp's path.
Sims won't even have the satisfaction of outlasting some of the protagonists in this multibillion-dollar drama.
![ACCC chairman Rod Sims.](http://web.archive.org./web/20170723114050im_/https://www.fairfaxstatic.com.au/content/dam/images/g/l/j/m/c/c/image.related.articleLeadwide.620x349.gwue2h.png/1497977879159.jpg)
Tatts investors are expected to give their approval to the deal, which just leaves the question of who will retain a seat at the post-merger board table.
Attenborough will keep the top job at the expense of Tatts' Robbie Cooke, while Tabcorp chair, Paula Dwyer, will also reign at the expense of Tatts' long-serving chair, Harry Boon. At least Boon gets to keep a boardroom role.
![Tabcorp chair Paula Dwyer and Tatts Group chair Harry Boon are entering the home straight.](http://web.archive.org./web/20170723114050im_/https://www.fairfaxstatic.com.au/content/dam/images/g/t/a/z/w/l/image.related.articleLeadwide.620x349.gwue2h.png/1497977879159.jpg)
But will Tatts board member Kevin Seymour vacate his seat in favour of his tilt at Dreamworld owner, Ardent Leisure, alongside corporate raider Gary Weiss?
Judging by the feedback so far, Seymour might want to keep his options open.
![Illustration: John Shakespeare](http://web.archive.org./web/20170723114050im_/https://www.fairfaxstatic.com.au/content/dam/images/g/w/u/x/i/i/image.related.articleLeadNarrow.300x0.gwue2h.png/1497977879159.jpg)
Tatts' Jackpot
And where would the Tabcorp/Tatts merger be without a lottery bonus or two, at stake.
The green light from the competition tribunal presumably knocks off one lotto bonus for Tatts – the $35 million competition approval reimbursement fee – which would have reimbursed the Queensland group for its troubles if the deal did not pass this regulatory hurdle.
Not to worry, there is still the $55 million reimbursement fee which is payable by whichever party chooses to blink at the last minute and call the deal off.
In the case of Tatts, it will cop the hefty fee if "the independent expert concludes in the independent expert's report that the scheme is not in the best interests of scheme shareholders," says the merger implementation deed.
Given it gets to choose and pay for the independent expert, it had better choose wisely.
And before you ask, no. Tatts was never in a position to double up on the fees and cash in $90 million if the competition regulator stopped the deal.
"If for any reason Tatts is entitled to payment of the reimbursement fee from Tabcorp as well as the competition approval reimbursement fee under this deed, then Tatts will only be entitled to retain the higher of the two fees."
Spot clean
Martin Sheppard's Spotless team are looking a lot shinier this week. The bid from Grant Fenn's Downer is grinding to a halt, and now the class action from IMF Bentham has been scuttled.
IMF said on Tuesday that, subject to court approval, it will cease funding the shareholder class action against Spotless and cop a $510,000 loss on the work it has funded to date.
The class action had claimed that Spotless breached its continuous disclosure obligations ahead of a disastrous profit downgrade in 2015.
IMF said on Tuesday that "following consideration of information that became available after the proceedings commenced" it has decided to discontinue funding the action.
Spotless shares are still trading at around half the level before the 2015 downgrade – and keep in mind there is a takeover bid propping up the share price – so it is safe to assume this might not be the end of the matter.
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