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Playtech - Finalto Sale!
Playtech announced it would complete the cash sale of its Finalto financial trading division to Gopher Investments by mid-July.
The transaction last month received final regulatory approval, while shareholders approved the sale during a shareholders meeting in December last year.
Gopher, a minority shareholder of Playtech, made its $250 million (£208 million/€239 million) bid for Finalto in June last year. Playtech's board of directors agreed to sell the company to Gopher in September 2021.
The deal was originally supposed to close on June 30th, but the latest update from Playtech said the sale will now be finalized by mid-July at the latest.
Playtech put Finalto up for sale in March 2021 as it focused on its core gaming business, but had been considering plans since 2019 to sell it due to poor performance.
In May last year, Playtech's board of directors agreed to sell Finalto to a consortium led by Israeli private equity fund Barinboim Group, in a deal valued at up to $210 million. However, Gopher then showed up with his counter-offer.
Playtech postponed its AGM - at which shareholders would vote on Barinboim's offer - at Gopher's request so that the board could obtain more information about the proposal.
The board put a series of questions to the Hong Kong-based company, mainly related to its ownership structure, possible ties to China and whether this could hinder regulatory approval of an acquisition nne.
While Gopher answered initial questions, Playtech said it needed further clarification on some of its answers. After receiving no further replies, Playtech's board of directors announced that it would continue to support the Barinboim consortium's bid and hold its AGM where shareholders could vote on the deal.
However, despite the board's approval, the majority of those entitled to vote rejected Barinboim's offer. Shareholders representing 75,3 million shares voted in favor of the transaction. However, shareholders voted against with 164,3 million shares or 68,3% of all votes cast.
This meant that the agreement between the Barinboim consortium and Playtech was no longer valid, allowing the supplier to deal fully with Gopher.
Despite Barinboim's skepticism, the supplier's board of directors approved a deal to acquire Finalto.
While the attempt to sell Finalto is nearing completion, Playtech itself could also be sold soon. The company originally agreed a deal last year for Aristocrat to take over.
However, the proposed acquisition of Aristocrat failed to garner enough shareholder support to proceed. A total of 174 shareholders, representing 56,13% of Playtech—or 140,5 million shares—voted in favor of the offer at a court hearing, while 54,68% voted in favor at a general meeting.
Both totals were well below the 75% threshold required to clear the merger. Shareholders representing 43,87% of the company voted against the transaction.
At least 75% of voting shares had to approve the scheme if the offer of 680p per share, representing a purchase price of around -2,70 billion, was to go through.
JKO Play was also in talks about a possible bid to acquire Playtech, but withdrew from the process. Gopher also expressed interest in an offer in November last year, but dropped out a few weeks later.
TTB Partners - a group with ties to Gopher - teased a takeover approach in February, with Playtech agreeing to release TTB from certain restrictions to allow it to form and potentially make an offer can.
Playtech said it agreed to the request but warned that there was no guarantee it would result in an offer. The tech giant also said it would likely be the case that any offer from TTB would be in cash.
The restrictions imposed on TTB-part of the City Code on Takeovers and Mergers-rose from his role in advising Gopher on his potential takeover bid for the Company.
The restrictions on TTB, which would have prevented it from making a bid itself, were to remain in place for six months from the withdrawal date until May 20. However, after these were lifted, TTB was able to start designing its own offer.
Playtech CEO Mor Weizer has expressed his support for a possible offer. Last month, the deadline for TTB Group to declare its firm intention to offer was extended to July 15.
Source: IGB
