Business Wire

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

Share

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).”

The Consortium’s previous announcements are available here (7 July 2021), here (9 July 2021) and here (2 August 2021)

-ENDS-

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.


1 https://www.businesswire.com/news/home/20210702005212/en/Gopher-Investments-Makes-USD-250-Million-Offer-for-Playtech%E2%80%99s-Finalto-Business

2 4 August 2021, Response to Gopher press release of 3 August 2021, http://playtech-ir.production.investis.com/regulatory-news.aspx

To view this piece of content from cts.businesswire.com, please give your consent at the top of this page.

Contact information

For further information:
Investors:
Investor Update
Tony Quinn
+44 (0)7790 485 935
tquinn@investor-update.com

Patrick Mitchell
+44 (0)7974 079 785
pmitchell@investor-update.com

Media:
Kepler Communications
Charlotte Balbirnie
+44 (0)7989 528421
cbalbirnie@keplercomms.com

Caroline Villiers
+44 (0)7808 585184
cvilliers@keplercomms.com

The Consortium:
Ishai Drori
finalto@bgroup.co.il

About Business Wire

For more than 50 years, Business Wire has been the global leader in press release distribution and regulatory disclosure.

Subscribe to releases from Business Wire

Subscribe to all the latest releases from Business Wire by registering your e-mail address below. You can unsubscribe at any time.

Latest releases from Business Wire

Ipsen: ESMO 2021: Cabometyx® Demonstrates Sustained 78% Reduction in Risk of Disease Progression or Death in People Living With Uncommon Form of Thyroid Cancer18.9.2021 07:30:00 EEST | Press release

Regulatory News: Ipsen (Euronext: IPN; ADR: IPSEY) today announced presentation of new analyses at the European Society for Medical Oncology (ESMO) Congress 2021 across different forms of cancer for people treated with Cabometyx® (cabozantinib). Of note, the final analysis of the pivotal Phase III COSMIC-311 trial (Abstract LBA67) will be presented, with Cabometyx demonstrating a clinically meaningful, sustained efficacy benefit versus placebo in people living with previously treated radioactive iodine-refractory differentiated thyroid cancer (RAI-R DTC). With a median follow-up of 10.1 months, Cabometyx continued to demonstrate superior median progression-free survival (mPFS) with a reduction in the risk of disease progression or death of 78% versus placebo (hazard ratio [HR]: 0.22, 96% confidence interval [CI]: 0.15-0.32; p<0.0001).1 This final analysis is consistent with data from the interim analysis, presented at the American Society of Clinical Oncology (ASCO) Annual Meeting 2021

Unifrax Hosts Groundbreaking Ceremony for SiFAB™ Manufacturing Line17.9.2021 21:46:00 EEST | Press release

Today, Unifrax, a leading manufacturer of high-performance specialty materials, held a ceremonial event celebrating its first large-scale SiFAB™ Silicon Fiber Anode Battery Technology manufacturing line, which is currently under construction at the company’s north central Indiana facility. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20210917005495/en/ Unifrax team celebrates SiFAB groundbreaking at New Carlisle plant. (Photo: Business Wire) The event recognized Unifrax’s ongoing partnership with the State of Indiana and St. Joseph County, along with SiFAB’s continued progress. Unifrax executives, along with the SiFAB manufacturing team and local and state government officials, kicked off the ceremony at 10 a.m. EDT at the New Carlisle, IN plant, with remarks by John Dandolph, president and CEO, Unifrax. “Through the support of the State of Indiana and St. Joseph County, we have the ability to leverage our existing New Carli

Prince William announces 15 Finalists for inaugural year of the £50 million Earthshot Prize17.9.2021 20:01:00 EEST | Press release

The Earthshot Prize announces today its first-ever shortlist of 15 Finalists, each with a chance of winning £1million to support their innovative environmental solutions to the greatest challenges facing the planet. Prince William said: "Over half a century ago, President Kennedy’s ‘Moonshot’ programme united millions of people around the goal of reaching the moon. Inspired by this, The Earthshot Prize aims to mobilise collective action around our unique ability to innovate, problem solve and repair our planet. “I am honoured to introduce the 15 innovators, leaders, and visionaries who are the first ever Finalists for The Earthshot Prize. They are working with the urgency required in this decisive decade for life on Earth and will inspire all of us with their optimism in our ability to rise to the greatest challenges in human history.” Launched by Prince William and The Royal Foundation in October 2020, The Earthshot Prize is the most prestigious global environment prize in history. Li

Wipro Announces Co-innovation Space with Google Cloud17.9.2021 16:32:00 EEST | Press release

Wipro Limited (NYSE: WIT, BSE: 507685, NSE: WIPRO), a leading global information technology, consulting and business process services company, today announced the launch of the Wipro-Google Cloud Innovation Arena in Bangalore, India. This cloud collaboration space will provide in-house technical expertise, ensure seamless cloud adoption, and accelerate innovation to drive business transformation for customers. By combining the expertise and resources of Wipro FullStride Cloud Services and Google Cloud, this jointly developed innovation center will offer a unique combination of people, processes, and platforms that will collectively create a futuristic experience for customers globally. This state-of-the-art arena will showcase the talent, tools and best practices required to develop and deploy applications on Google Cloud. Jason Eichenholz, Senior Vice President, Global Head of Ecosystems & Partnerships, Wipro Limited said, “We are excited to strengthen our partnership with Google Clou

Zynga Announces ReVamp, the First Multiplayer Social Deception Game For Snapchat17.9.2021 16:00:00 EEST | Press release

Zynga Inc. (Nasdaq: ZNGA), a global leader in interactive entertainment, announced today that ReVamp, an upcoming multiplayer social deception game, will launch soon in select markets exclusively for Snapchat. The vampire-themed game will be the first social deception title on Snapchat, giving Snapchatters their first chance to sink their teeth into this popular genre. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20210917005012/en/ Zynga Announces ReVamp, the First Multiplayer Social Deception Game For Snapchat (Graphic: Business Wire) ReVamp is a real-time multiplayer imposter game where players aim to reveal who the vampire player is among their group of friends while they renovate the rooms of an old mansion. In the game, human players must complete renovation tasks, such as demolition and building, to improve their chances of survival while identifying and defeating the vampire during the voting phase. Vampire players mu

BeiGene Receives Positive CHMP Opinion for BRUKINSA® (Zanubrutinib) for the Treatment of Adults with Waldenström’s Macroglobulinemia17.9.2021 15:00:00 EEST | Press release

BeiGene (NASDAQ: BGNE; HKEX: 06160) today announced the Committee for Medicinal Products for Human Use (CHMP) of the European Medicines Agency (EMA) has adopted a positive opinion, recommending approval of BRUKINSA (zanubrutinib) for the treatment of adult patients with Waldenström’s macroglobulinemia (WM) who have received at least one prior therapy or first-line treatment for patients unsuitable for chemo-immunotherapy. “Bruton’s tyrosine kinase (BTK) inhibitors have emerged as a promising treatment for WM, yet treatment discontinuation due to lack of response or side effects remains a concern,” said Prof. Christian Buske, Medical Director at the University Hospital Ulm, Germany, and a trial investigator of the ASPEN study. “The ASPEN trial demonstrated that BRUKINSA provided deep and durable responses and offered substantial improvements in safety and tolerability over standard therapy. Patients in Europe with WM may soon have a new treatment option that can offer improved outcomes.

Janssen Receives Positive CHMP Opinion for BYANNLI® (6-monthly Paliperidone Palmitate) for the Maintenance Treatment of Schizophrenia in Adults17.9.2021 13:50:00 EEST | Press release

The Janssen Pharmaceutical Companies of Johnson & Johnson announced today that the Committee for Medicinal Products for Human Use (CHMP) of the European Medicines Agency (EMA) has issued a Positive Opinion recommending the long-acting atypical antipsychotic therapy BYANNLI® (6-monthly paliperidone palmitate; PP6M) for the maintenance treatment of schizophrenia in adult patients who are clinically stable on 1-monthly paliperidone palmitate (PP1M)2 or 3-monthly paliperidone palmitate (PP3M).3 If approved by the European Commission, PP6M will provide the first twice-yearly treatment for adults living with schizophrenia and longest available dosing interval for an antipsychotic medication in the European Economic Area.1,4 “With only two injections per year, 6-monthly paliperidone palmitate has the potential to reduce the burden of taking medication frequently, giving eligible patients the opportunity to focus on other aspects of their life,” said Ludovic de Beaucoudrey, Ph.D., EMEA Therape

In our pressroom you can read all our latest releases, find our press contacts, images, documents and other relevant information about us.

Visit our pressroom