Response to proposal from TT Bond Partners
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION; IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
2 July 2021
Response to indicative conditional proposal from TT Bond Partners to acquire financial trading division ("Finalto")
Playtech plc ("Playtech" or the "Company") acknowledges the announcement made today by Gopher Investments ("Gopher") and confirms that the Company received on 29 June 2021 an indicative non-binding conditional offer from Gopher to acquire Finalto for US$250 million.
As announced on 26 May 2021, Playtech successfully entered into a binding agreement (the "SPA") for the sale of Finalto to a consortium buyer for cash proceeds of up to US$210 million (the "Consortium Offer"). The sale was the result of an elongated and thorough process, which started in 2019, and included subsequent announcements on 27 August 2020, which led to a number of other parties expressing interest in Finalto, and 25 January 2021, where terms of the Consortium Offer at the time were disclosed.
Both Playtech and the consortium buyer are bound by the restrictions agreed as part of the SPA, which includes not engaging in negotiations with any third party regarding a potential transaction involving the sale of Finalto, as is customary for transactions of this nature, especially where they have been concluded after a long and detailed formal process and which was in the public domain. The timing at which Gopher has chosen to come forward with its indicative proposal makes it very difficult for the Playtech Board to properly assess the proposal, given the restrictions agreed in the SPA. It is unfortunate, in light of the long sale process run to date, that Gopher did not advise Playtech of its interest in acquiring Finalto at any point prior to 29 June 2021.
The Board has, throughout the process which led up to entering into a binding agreement with the consortium buyer, carefully evaluated all proposals which it received, taking into account the prices which potential purchasers proposed, the basis on which those prices have been reached, potential purchasers' knowledge and understanding of the business and ability to complete the transaction (particularly in light of the Finalto business' regulated status in multiple global jurisdictions).
As detailed in the circular published on 24 June 2021, the Consortium Offer offers the opportunity to realise an attractive value for the Finalto business, achieve significant progress in our strategic aim of simplifying the Playtech Group and release significant capital from a non-core asset. Completion of the Consortium Offer is conditional only on (i) the approval of the disposal by shareholders at the general meeting to be held on 15 July 2021 (the "General Meeting") and (ii) the approval of certain regulatory authorities in respect of the change of control.
The indicative proposal from Gopher is non-binding and is subject to a number of conditions, including due diligence, financing, negotiation of key terms, preparation of transaction documentation and receipt of regulatory approvals. Therefore, there can be no certainty that the transaction proposed by Gopher would proceed to signing or completion.
As included in the 26 May 2021 announcement, for the first four months of the 2021 financial year Finalto has made an adjusted EBITDA loss of US$0.4 million in aggregate.
Enquiries:
Playtech plc +44 (0) 1624 645 954
Chris McGinnis, Director of Investor Relations & Strategic Analysis
James Newman, Director of Corporate Affairs
UBS Investment Bank (Financial Adviser and Joint Sponsor to Playtech) +44 (0) 20 7567 8000
Sandip Dhillon / Ben Crystal
Goodbody Stockbrokers (Corporate Broker and Joint Sponsor to Playtech) +353 1 667 0400
Piers Coombs / Charlotte Craigie / Stephen Kane
Headland (PR adviser to Playtech) +44 (0) 20 3805 4822
Lucy Legh / Stephen Malthouse / Jack Gault
About Playtech
Founded in 1999 and premium listed on the Main Market of the London Stock Exchange, Playtech is a market leader in the gambling and financial trading industries with c.6,400 employees across 24 countries.
Playtech is the gambling industry's leading technology company delivering business intelligence driven gambling software, services, content and platform technology across the industry's most popular product verticals, including, casino, live casino, sports betting, virtual sports, bingo and poker. It is the pioneer of omni-channel gambling technology through its integrated platform technology, Playtech ONE. Playtech ONE delivers data driven marketing expertise, single wallet functionality, CRM and responsible gambling solutions across one single platform across product verticals and across retail and online.
Playtech partners with and invests in the leading brands in regulated and newly regulated markets to deliver its data driven gambling technology across the retail and online value chain. Playtech provides its technology on a B2B basis to the industry's leading retail and online operators, land-based casino groups and government sponsored entities such as lotteries. Playtech directly owns and operates Snaitech, the leading sports betting and gaming company in online and retail in Italy.
About Finalto
Finalto is a specialist in B2C and B2B multi-channel trading software and services. The Finalto Business' B2C offering, operating the brand Markets.com, is an established online contracts for difference ("CFDs") broker where customers can trade shares, indices, currency and commodity CFDs rapidly and securely on its trading platforms.
The Finalto Business' B2B offering consists of:
a) clearing and execution services for other retail brokers and professional clients, through Finalto Financial Services Limited (formerly CFH Clearing Limited), where the Finalto Business acts as a matched-principal liquidity provider and straight through processes the trades to prime brokers and clearing houses;
b) clearing and execution for other retail brokers, where the Finalto Business acts as the execution venue and market-maker; and
c) technology and risk management services, where the Finalto Business provides platform, client relationship management, reporting and risk-management technology to the retail broker market.
Additional information
UBS AG London Branch is authorised and regulated by the Financial Market Supervisory Authority in Switzerland. It is authorised by the Prudential Regulation Authority and subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority in the United Kingdom. UBS AG London Branch is acting exclusively as financial adviser to Playtech plc and no one else in connection with the process. In connection with such matters, UBS AG London Branch will not regard any other person as its client, nor will it be responsible to any other person for providing the protections afforded to its clients or for providing advice in relation to the process, the contents of this announcement or any other matter referred to herein.
Goodbody is authorised and regulated by the Central Bank of Ireland, and is also subject to regulation by the Financial Conduct Authority. Goodbody is acting exclusively for Playtech and for no one else in connection with the process and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the process or any other matter referred to in this announcement and will not be responsible to anyone other than Playtech for providing the protections afforded to its clients or for giving advice in relation to the process or any other matter referred to in this announcement.
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