Shareholders Vote Against Consortium Binding Agreement After Gopher Raises Price by $80m in All Cash Offer, Which Represents a Significant Premium to the Consortium Deal
Finalto S.P.V. Ltd, the consortium as described previously and below (together the "Consortium"), today announces that following the Playtech plc (“Playtech”) General Meeting held today the Share Purchase Agreement for Finalto Group (“Finalto”) has been terminated. However, the Consortium has agreed to Playtech’s request to remain together for a further 30 days, thereby enabling Playtech to negotiate with Gopher Investments (“Gopher”) or any other buyer and make an informed recommendation to shareholders.
Gopher has stated publically that it is “prepared to perform only limited due diligence, anticipated to take no more than 3 weeks, before seeking to enter into a fully binding offer for Finalto ” and will pay $250m plus a further $10m break fee1 , so Playtech will have more than enough time to ascertain whether Gopher’s interest is indeed genuine.
If Playtech has not managed to enter into a fully binding agreement with Gopher within the next 3 weeks, it will be clear that Gopher’s interest is not genuine and the only credible transaction capable of concluding in the near term would be to the Consortium, which has already been recommended by Playtech multiple times.
The Consortium firmly believes that the Consortium Deal, negotiated after an onerous 18-month process led by UBS, involving extensive regulatory, financial and tax diligence, represents the only transaction capable of withstanding regulatory scrutiny and being concluded in the near term without material disruption and damage to the Finalto business.
The Consortium was disappointed that shareholders did not vote in favor of its deal at the General Meeting, however, the Consortium does understand the predicament faced by shareholders and certain parties, notably advisory firms Institutional Shareholder Services (“ISS”) and Glass Lewis, when assessing the situation. This was particularly the case given Gopher’s publications of what the Consortium believe to be misleading statements and indeed Playtech was compelled to issue corrections2 to Gopher’s false information.
With regard to ISS and Glass Lewis, the Consortium has been disappointed that despite multiple requests made to meet independently with the advisory firms to avail them of important information, they refused to do so. The Consortium is confident that a deal will not be forthcoming within the three weeks Gopher claims it will take and when this becomes clear, the Consortium will welcome the opportunity to engage directly with ISS and Glass Lewis in a constructive manner, which can only benefit Playtech shareholders. Playtech’s only option to sell Finalto within the next year will be to the Consortium, which Playtech has repeatedly recommended. In Playtech’s words, it has been an “elongated and thorough process ”, and the Consortium was selected taking into account not just the price, but also its “ability to complete the transaction (particularly in light of the Finalto Business’ regulated status in multiple global jurisdictions).”
About the Consortium
The Consortium is a company incorporated in Israel, established for the purpose of acquiring the Finalto Business. The Consortium is being funded by a group consisting of Barinboim Group, Leumi Partners Limited and Menora Mivtachim Group and by senior secured debt financing from The Phoenix Insurance Company Limited and certain of its affiliates. The Consortium will be supported by key members of the Finalto Business' management team that will transfer with the Finalto Business, including Ron Hoffman (Chief Executive Officer of the Finalto Business) and Liron Greenbaum (Chief Operations Officer of the Finalto Business).
Barinboim Group is a private equity and venture capital firm based in Tel Aviv. Barinboim Group invests in companies operating in the media sectors.
Leumi Partners Limited is the merchant and investment banking arm of Bank Leumi (TASE: LUMI), one of the two largest banking groups in Israel. Leumi Partners Limited is based in Tel Aviv and offers direct equity investment in sectors such as technology media and telecom, consumer & retail, and healthcare. Leumi Partners Limited's line of business includes conducting investments and providing services such as underwriting, financial analysis and research, strategic advice, mergers & acquisitions, and raising equity and debt.
Menora Mivtachim Group is one of Israel's five largest insurance & finance groups. The group specializes in asset management, manages the largest pension fund in Israel - and is the largest General Insurer in Israel and the market leader in Motor Insurance sector. The group operates through its subsidiaries, in all sectors of Life Insurance, Long/Mid/Short -Term Savings, General Insurance and Health Insurance. In addition, the group is active in the capital markets and finance sectors, including, Financial Portfolio Management, Underwriting and worldwide real estate investments.
2 4 August 2021, Response to Gopher press release of 3 August 2021, http://playtech-ir.production.investis.com/regulatory-news.aspx
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