The Consortium Welcomes Playtech’s Confirmed Recommendation for Its Binding Agreement to Acquire Finalto and Urges Investors to Vote in Favour at the Playtech Adjourned General Meeting on 18 August 2021
Finalto S.P.V. Ltd, the consortium led by Barinboim Group and backed by Leumi Partners Limited and Menora Mivtachim Group, together with key members of the Finalto Business' management team (together the "Consortium"), welcomes the announcement by Playtech plc (“Playtech”) confirming its recommendation that shareholders vote in favour of the Consortium’s binding agreement for Finalto Group (“Finalto) (the “Binding Agreement”).
Playtech announced today that following its engagement with Gopher Investments (“Gopher”) over the past three weeks, it has not received responses from Gopher to a number of its questions and therefore “Playtech has not yet been able to achieve the necessary clarity on Gopher's ultimate ownership and funding structure, source of funds or ability to obtain the required regulatory clearances”.
Shareholders should ask why Gopher continues to hide and should also be suspicious of Gopher’s credibility, particularly given that disclosure is crucial when buying a highly regulated business. Furthermore, the firm associated with Gopher, TT Bond Partners, is a small boutique brokerage that raises money from Chinese investors. Gopher’s behaviour has not been well received by the market; since it first announced its interest, Playtech’s share price has fallen by nearly 17%1.
The Consortium’s Binding Agreement for Finalto offers considerable value and certainty and puts an end to the arduous 18-month sale process
- Voting in favour of the Consortium’s Binding Agreement, which has been unanimously supported by Playtech’s board of directors, ensures Playtech receipt of the considerable sale proceeds soon allowing it to focus on its core gambling business. The Binding Agreement was agreed after beating other rival bidders in a lengthy, arduous and transparent sale process that was run by UBS and offers far greater certainty that the transaction will complete and pass the stringent regulatory approvals.
- The level of volatility and risk that the Finalto business is subject to and the performance headwinds that it faces, led to the ultimate price that was agreed and Playtech recommending the Consortium’s Binding Agreement to acquire Finalto. Indeed, in the original circular to shareholders, Playtech itself comments on Finalto’s tumultuous performance in 2021, underlining the businesses underperformance relative to prior years.
- If shareholders vote against the Binding Agreement the Consortium will fall apart. Should this happen, shareholders need to reflect on the likelihood that Gopher would follow through on its indicative interest at the level they purport to offer for Finalto.
- Voting in favour of the Consortium removes the considerable risk, delay and additional costs associated with yet another sale process, which would not be concluded until late 2022 at the earliest. Such a delay would be considerably destabilising to the Finalto business, which has already been subject to a lengthy sale process and significant market speculation.
- From the outset of the transaction, the Consortium’s Binding Agreement was and remains fully financed by the three blue chip multinationals comprising the Consortium and a reputable senior lender. Completion is subject to Playtech’s shareholders’ approval and final regulatory approvals only, which the Consortium is already six months into and has submitted the required arduous change of control paperwork to each of the regulators in multiple jurisdictions.
- The Consortium welcomes shareholders and proxy advisors ISS and Glass Lewis to engage with it in order to answer any questions regarding its Binding Agreement, which it believe provides the best value to Playtech.
The Consortium urges shareholders to follow Playtech’s Board recommendation and vote in favour of its Binding Agreement to acquire Finalto at the General Meeting due to take place on 18 August 2021.
The Original Circular, the Supplementary Circular and the Notice of Adjourned General Meeting are available on Playtech's website at www.investors.playtech.com/shareholder-information/general-meeting.aspx. Shareholders who have already submitted their proxy electronically at www.investorcentre.co.uk/eproxy and wish to change their voting instruction, may do so by submitting a revised Form of Proxy electronically at www.investorcentre.co.uk/eproxy.
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 Source: Capital IQ. July 30 close price over July 2 close price
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