Gopher Response to Statement by Playtech, Related Clarifications and Reasons Why Shareholders Should VOTE AGAINST the Consortium Offer
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 (“Gopher”), a 4.97% shareholder in Playtech plc (“Playtech”), is highly disappointed with the Board of Playtech’s decision not to change its recommendation in relation to the offer from Finalto’s management team backed by a consortium led by Barinboim Group (the “Consortium”).
Gopher does not believe the supplementary circular contains a full and fair representation of the interaction between Gopher and Playtech since the previous adjournment of the general meeting and therefore wishes to clarify the following chain of events:
- Gopher responded promptly to an initial information request from the Board, relating to Gopher’s financing and its high confidence of regulatory approval.
- The Board sought additional information which was commercially confidential and sensitive in nature.
- Accordingly, Gopher and Playtech agreed to put a confidentiality agreement in place to allow such information to be shared.
- On 26 July 2021, having agreed the confidentiality agreement in all material respects, Playtech advised Gopher that it would very shortly be issuing a supplementary circular.
- The confidentiality process was therefore paused on the understanding that any further information provided would not be taken into consideration ahead of the issuance of the supplementary circular.
- Since 26 July 2021, Gopher has received: (i) no further request for information from Playtech or its advisers, despite multiple interactions; (ii) no indication that the additional information requested was required for a change of recommendation nor that the Board would not be changing its recommendation; and (iii) no suggestion that Gopher had provided insufficient information for the Board to form a view on its proposal.
Shareholders are reminded that Gopher’s proposal:
- is valued at USD 250 million representing a 47% premium to the base proposal offered by the Consortium;
- will deliver certainty of full proceeds on completion, with no deferred or contingent component;
- is on materially comparable contractual terms and expected to complete in a similar timeframe;
- will be funded by allocated and ring-fenced cash funds available for immediate drawdown;
- will complete subject to the same conditions as the Consortium’s offer, i.e. subject to shareholder approval and regulatory clearances only;
- has been subject to significant analysis by Gopher’s legal counsel in each jurisdiction in which Finalto is regulated and accordingly Gopher is highly confident that it will receive regulatory approval in each relevant jurisdiction; and
- includes a reverse break fee of USD 10 million, illustrating the confidence of Gopher that it will be able to successfully complete the acquisition of Finalto.
Additionally, Gopher understands that Playtech may have received interest in Finalto from other potential acquiring parties since the date of the adjournment. As the second largest shareholder in Playtech, with approximately USD 100 million of capital invested, Gopher’s interests are aligned with those of its fellow shareholders in looking to maximise value for Finalto and would expect the Board to properly consider all credible offers. Gopher strongly 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.
For all of these reasons Gopher encourages Playtech shareholders to VOTE AGAINST the Consortium’s offer, in line with the current recommendations of proxy advisors Glass Lewis, ISS and PIRC.
Rothschild & Co. is acting as Financial Adviser to Gopher Investments on its Offer for Finalto.
White & Case LLP is acting as legal advisor to Gopher Investments on its Offer for Finalto.
About Gopher Investments and TT 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.
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.
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.
No investment recommendation:
This announcement is not intended to be and does not constitute or contain any investment recommendation as defined by Regulation (EU) No 596/2014 (as it forms part of the domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018). No information in this announcement should be construed as recommending or suggesting an investment strategy. Nothing in this announcement or in any related materials is a statement of or indicates or implies any specific or probable value outcome in any particular circumstance.
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.
To view this piece of content from cts.businesswire.com, please give your consent at the top of this page.
Contact – Media
020 3757 4994
020 3757 4984
About Business Wire
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
Celltrion Awarded up to $626 Million From the Department of Defense to Supply COVID-19 Point-of-Care (POC) Rapid Antigen Test Kits23.9.2021 09:00:00 CEST | Press release
Celltrion (KRX:068270) announced today that the Defense Logistics Agency (DLA) under the Department of Defense has awarded Celltrion USA, Inc., a subsidiary company of Celltrion, a procurement contract for its DiaTrustTM COVID-19 Ag Rapid Test. Celltrion USA will make deliveries to approximately 25,000 U.S. CONUS locations to support military bases, long-term care facilities, community testing sites, critical infrastructure, and other designated places on a weekly basis. The DLA estimates its order volume to be as much as $626 million considering the change in demand by the COVID-19 community transmission rate in the U.S. Celltrion believes that this procurement contract underscores Celltrion's quality, production and supply capabilities as the deal has been awarded after the Department of Defense’s rigorous verification. Celltrion has already proven the quality and safety of DiaTrustTM earlier this year as the product obtained Emergency Use Authorization (EUA) from the US Food and Dru
Temenos, Vodeno and Aion Bank Announce Strategic Collaboration to Accelerate the Adoption of Banking as a Service in Europe23.9.2021 08:30:00 CEST | Press release
Temenos (SIX: TEMN), the banking software company, Vodeno, a fully cloud-native BaaS provider and Aion Bank, a European licensed digital bank and credit institution, today announced a strategic collaboration to accelerate Banking as a Service (BaaS) deployment in Europe. The first banking services to be launched combine The Temenos Banking Cloud with Vodeno's card management and payment processing services. This will enable banks and businesses across industries to broaden their portfolio of products offered to their customers by automating and embedding new payments and card services seamlessly in their customer journey. The collaboration across all three parties removes the complexities and regulatory overheads of deploying embedded financial services in Europe. Clients will benefit from faster time to market and the business agility to develop new customer propositions. Temenos and Vodeno are already engaged in several proof of concepts with banks and fintechs across Europe. The Tem
The Guide to Unlocking E-Commerce Growth in Markets Across Africa, Asia, Latin America, and the Middle East23.9.2021 07:00:00 CEST | Press release
dLocal, a technology-first payments platform that enables global enterprise merchants to connect with billions of consumers in emerging markets, in partnership with Americas Market Intelligence (AMI), released today an exclusive industry report to fix the lack of trustworthy data about eCommerce in core and high-potential emerging markets. The countries covered are Egypt, Morocco, Nigeria, and South Africa in Africa; India in Asia; Argentina, Brazil, Chile, Colombia, Mexico, Paraguay, Peru, and Uruguay in Latin America; and Turkey in the Middle East. Here are some of the report highlights: In 2020, the 14 core emerging markets added up to US$350 billion in processed payments The total pay-outs made from merchants to individuals in 2020 was equivalent to US$812 billion Local payment methods represent 83% of total eCommerce expenditure in the 14 core markets Although the global economy contracted by 3.5% in 2020, eCommerce growth remained positive, averaging 27% YoY among the 14 core mar
Galderma Announces Exclusive Agreement With Sofregen to Develop the Next Generation of Biostimulator Fillers Using Silk-Based Technology23.9.2021 07:00:00 CEST | Press release
Galderma, the world’s largest independent dermatology company, and Sofregen Medical, Inc., a medical device company pioneering the use of silk protein for tissue building and regeneration, announced today they have signed a co-development and option-to-acquire agreement. This collaboration will further expand Galderma’s capabilities built on decades of science-based aesthetics innovation and a unique heritage in biostimulator and hyaluronic acid (HA) fillers. The novel platform harnesses the unique power of silk protein to enable immediate volume restoration and provide structure that facilitates new tissue generation. “At Galderma, we’re committed to advancing dermatology through constant innovation and joining forces with other industry pioneers. Combining Galderma’s capabilities and scale with Sofregen’s novel silk platform represents a watershed moment for the aesthetics market through the development of a new category of biostimulator fillers designed to make an impact for healthc
EngageSmart Announces Pricing of Initial Public Offering23.9.2021 02:48:00 CEST | Press release
EngageSmart, Inc., a leading provider of vertically-tailored customer engagement software and integrated payments solutions, today announced the pricing of its initial public offering of 14,550,000 shares of its common stock at a price of $26.00 per share. Of the offered shares, 13,000,000 shares are being offered by EngageSmart and 1,550,000 shares are being offered by certain of EngageSmart’s existing stockholders. In addition, the underwriters will have a 30-day option to purchase from EngageSmart and the selling stockholders up to an additional 2,182,500 shares of their common stock at the initial public offering price, less underwriting discounts and commissions. EngageSmart will not receive any proceeds from the sale of shares of common stock by the selling stockholders. The shares are expected to begin trading on the New York Stock Exchange on Thursday, September 23, 2021, under the ticker symbol “ESMT.” The offering is expected to close on September 27, 2021, subject to customa
InvestaX Gets Closer to Tokenizing the World with MAS Fintech Sandbox23.9.2021 02:00:00 CEST | Press release
InvestaX (IC SG Pte Ltd) launches exchange in the Monetary Authority of Singapore (MAS) sandbox, providing key infrastructure for bringing liquidity to digital securities. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20210922005600/en/ Next Generation Digital Assets (Photo: Business Wire) InvestaX is a Singapore-headquartered, MAS-licensed* online investment and trading platform for Digital Securities (DSO) and Security Tokens (STO) of global private markets deals, focusing on exciting growth industries including crypto, gaming, blockchain, digital assets, venture, private equity and real estate. InvestaX, announces entry in the sandbox for its exchange, and now provides a one-stop shop solution for the issuance and trading of digital securities, for global products and global investors. Targeting the $8T USD tokenization of the private markets, InvestaX is built with open infrastructure for scalability and interoperability,
AWS to Open Data Centers in New Zealand23.9.2021 00:52:00 CEST | Press release
Today, Amazon Web Services (AWS), an Amazon.com, Inc. company (NASDAQ: AMZN), announced plans to open an infrastructure region in Aotearoa New Zealand in 2024. The new AWS Asia Pacific (Auckland) Region will consist of three Availability Zones (AZs) and join the existing 81 Availability Zones across 25 geographic AWS Regions at launch. The Region will be owned and operated by a local AWS entity in New Zealand. Globally, AWS has announced plans for 24 more Availability Zones and eight more AWS Regions in Australia, India, Indonesia, Israel, Spain, Switzerland, the United Arab Emirates, and the new AWS Region in New Zealand. The new AWS Asia Pacific (Auckland) Region will enable even more developers, startups, and enterprises as well as government, education, and nonprofit organizations to run their applications and serve end users from data centers located in New Zealand, ensuring that customers who want to keep their data in New Zealand are able to do so. AWS also released an economic
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