Gopher
Investments, המחזיקה ב-4.97% ממניות Playtech
plc, והינה חברה הקשורה ל-TT
Bond Partners ("TTB"), הודיעה היום כי הגישה הצעה לא-מחייבת למועצת המנהלים של
פלייטק לרכישת Finalto תמורת 250 מיליון דולר
שישולמו במזומן. מחיר זה מהווה פרמיה של 47% לעומת התמורה שהציעה הנהלת פינאלטו,
הנתמכת בידי קונסורציום המובל בידי קבוצת בארינבוים.
Gopher Investments Makes USD 250 Million Offer for Playtech’s Finalto
Business
NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR
IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
·
Gopher Investments
makes USD 250 million all-cash offer for Finalto
·
Represents a premium
of up to 47% to the current Board recommended Consortium offer
·
No deferred or
contingent component, delivering certainty of full proceeds for Playtech
·
Offer on materially
comparable terms and to complete in similar timeframe
·
Gopher urges
shareholders to vote against the Consortium’s offer in the
forthcoming General Meeting to enable the Board to consummate a deal with Gopher
HONG KONG, 02 JULY 2021, (BUSINESS WIRE):
Gopher Investments (“Gopher”),
a 4.97% shareholder in Playtech plc (“Playtech” or the “Company”) and an
affiliated entity of TT Bond Partners (“TTB”), today announces that it has made
an indicative offer to the Board of Directors of Playtech to acquire Finalto
for USD 250 million in cash (the “Offer”). This represents a 47% premium to the
base proposal offered by Finalto’s management team backed by a consortium led
by Barinboim Group (the “Consortium”).
Gopher’s all-cash Offer
includes no deferred or contingent component, delivering full value up front
and allowing Playtech to receive proceeds with certainty and in full on
completion, securing the clean break which the Board has declared as an
objective of the transaction. Gopher’s Offer will be financed from funds which
are immediately available.
Based on Playtech’s most
recent public disclosures,1 Gopher’s proposed valuation
represents:
·
a 47% premium (USD 80.0 million) to the
base proposal from the Consortium;2
·
a 35% premium (USD 65.0 million) to the
guaranteed consideration in the Consortium’s proposal;3
·
a 19% premium (USD 40.0 million) to the
maximum consideration payable by the Consortium, including full contingent
consideration (notwithstanding the challenging targets attached to this
contingency as detailed in the circular and further clarified below);4 and
·
a compelling Apr-21 LTM EV/EBITDA multiple of
27.2x.5
Gopher has carried out a
detailed review of Finalto from a range of publicly available resources. As
such, 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 on terms that are materially equivalent to those entered into with the
Consortium. Gopher does not expect its binding offer to be subject to any
conditions beyond the equivalent conditions to which the Consortium’s proposal
is subject, namely Class 1 shareholder approval and mandatory regulatory
clearances.
Gopher does not dispute
the disposal of Finalto as a non-core asset, but it believes that Finalto’s
attractive growth prospects are not fairly reflected in the value of the
Consortium’s offer that has been recommended by the Board.
TTB has significant
experience in evaluating investment opportunities in the technology-driven
financial services sector. It is strongly of the opinion that the digital
financial services industry will continue to grow exponentially, driven by
factors such as the underlying growth of financial assets globally, the low
interest rate outlook, the adoption of technology platforms for ease of
execution and the rapid expansion of the emerging middle class across growth
markets. With additional investment and expansion of certain product areas and
geographies, TTB believes the Finalto business could significantly improve its
stability of performance and increase its profitability. TTB has worked with
its portfolio investments on developing strategic growth plans, and believes
that, under its ownership, Finalto would have the potential for significant
additional expansion.
Gopher presented its
Offer to Monaco’s Board on 29th June 2021 and today received a
written response from the Board, in which it stated that it believes that it
has limited flexibility to engage with Gopher under the terms of the SPA that
it entered into on 26th May with the Consortium which Gopher
believes is an unusual constraint to have allowed given the other protections
in place. As such, Gopher urges shareholders to vote against the
Consortium offer at the General Meeting on 15th July 2021 which
will give the Board the ability to consummate a transaction with Gopher
Gopher considers its
Offer to be full and fair, representing appropriate value for the potential of
the Finalto business and a clear and material valuation uplift for Playtech
shareholders. Gopher reiterates that it is fully funded and is in a position to
proceed immediately and expeditiously towards a consensual and recommended
transaction.
Rothschild & Co. is
acting as Financial Adviser to Gopher Investments on the Offer for Finalto.
White & Case LLP is acting
as legal advisor to Gopher Investments on the Offer for Finalto.
1 Source: Class 1
Circular dated 24 June 2021.
2 Consideration from the Consortium of USD 170 million payable in cash on
completion.
3 Guaranteed consideration from the Consortium of USD 185 million.
4 Contingent consideration of USD 25 million appears to be subject to achieving
challenging targets there is no certainty of realising (TTB notes from its
review of the SPA that the previously undisclosed cashflow target is set at a
cumulative net inflow of £85m over a 30 month period).
5 Adjusted EBITDA for the twelve month period ended 30 April 2021 of USD 9.2
million.
About Gopher
Investments and TTB Bond Partners
Gopher is an investment
vehicle backed by investors with experience in gaming and financials, and is an
affiliate of TT Bond Partners (“TTB”). TTB, through its Hong Kong regulated
entity, TTB Partners Limited, which is advising Gopher on this transaction, is
an investment and advisory firm based in Hong Kong, whose founders and professionals
have over 30 years’ experience in the financial services industry investing and
advising on over $250 billion of transactions in the US, Europe, and Asia.
TTB has significant
experience in investing in assets in the technology-driven financial services
sector. Recent investments include: Xen Financial, a next-generation investment
platform providing fractionalised access to private markets; KASB, a stock
brokerage in Pakistan, and creator of KTrade, Pakistan’s leading retail stock
trading app; Finhabits, a US-based leading bilingual money app designed for
Latinos’ financial success; Selfin, a digital microlending platform focused on
financial inclusion of microenterprises in India; Aspen Digital, an innovative
technology-driven platform that empowers asset and wealth managers to offer
digital asset products with confidence, driving mass adoption of digital assets
and blockchain technologies; Coherent, a Hong Kong based insurtech company
building digital platforms for insurers; and M7 Real Estate, a UK and EU based
real estate asset manager.
N.M. Rothschild and Sons
Limited ("Rothschild & Co"), which is authorised and regulated by
the Financial Conduct Authority in the United Kingdom, is acting exclusively
for Gopher Investments and no one else in connection with the matters described
in this announcement and will not be responsible to anyone other than Gopher
Investments for providing the protections afforded to clients of Rothschild
& Co nor for providing advice in connection with any matter referred to
herein or the other matters referred to herein.
No offer or
solicitation:
This announcement is for
information purposes only and is not intended to and does not constitute or
form part of any offer or invitation to purchase, acquire, subscribe for, sell,
dispose of or issue, or any solicitation to purchase, acquire, subscribe for,
sell, dispose of or issue any securities in Playtech in any jurisdiction.
Overseas
jurisdictions:
The release, publication
or distribution of this announcement in certain jurisdictions may be restricted
by law. Persons who are not resident in the United Kingdom or who are subject
to the laws of other jurisdictions should inform themselves of, and observe,
any applicable restrictions or requirements. Any failure to comply with these
restrictions may constitute a violation of securities laws of any such
jurisdictions. To the fullest extent permitted by law, Gopher and TTB disclaim
all and any responsibility or liability for the violation of such restrictions
by such person.
Cautionary note
regarding forward looking statements:
This announcement
contains certain forward-looking statements with respect to the financial
condition, results of operations and businesses of Playtech, the Playtech group
and Finalto and certain plans and objectives of Playtech. All statements other
than statements of historical fact are, or may be deemed to be, forward looking
statements. Forward looking statements are statements of future expectations
that are based on Gopher and TTB’s current expectations and assumptions and
involve known and unknown risks and uncertainties that could cause actual
results, performance or events to differ materially from those expressed or
implied in these statements.
Statements containing the
words "intends", "aims", "anticipates",
"assumes", "budgets", "could",
"contemplates", "continues", "plans",
"predicts", "projects", "schedules",
"seeks", "shall", "should", "targets",
"would", "believes", "anticipates",
"may", "will", "estimates" "expects"
and "outlook" or, in each case, their negative or other variations,
or words of similar meaning are forward looking.
Each forward-looking
statement speaks only as of the date of the particular statement. Gopher and
TTB do not undertake any obligation publicly to update or revise any
forward-looking statement as a result of new information, future events or
other information, although such forward-looking statements will be publicly updated
if required by the Financial Conduct Authority of the United Kingdom, the
London Stock Exchange plc or by applicable law. Given these statements involve
risks and uncertainties, results could differ materially from those expressed,
implied or inferred from the forward-looking statements contained in this
announcement. No representation or warranty, express or implied, is given by
Gopher and/or TTB or any of their officers, employees or agents as to the
achievement or reasonableness of, and no reliance should be placed on, any
projections, estimates, forecasts, targets, prospects or returns contained in
this announcement.
Financial information:
References to historical
financial information of Playtech or Finalto in this announcement have been
extracted without adjustment from the relevant published financial information
of Playtech and/or Finalto. Any historic financial information, projections,
estimates, forecasts, targets, prospects or returns contained on this Site are
not necessarily a reliable indicator of future performance. Nothing in these
materials should be relied upon as a promise or representation as to the
future.
Rounding:
Certain figures included
in this announcement have been rounded. Accordingly, figures shown for the same
category may vary slightly and figures shown as totals may not be an arithmetic
aggregation of the figures that precede them.
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