The Consortium Urges Investors to Vote in Favour of Its Binding Agreement for Finalto at the Playtech General Meeting on 15 July 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"), responds to the announcement by another party of non-binding interest in Playtech plc’s (“Playtech”) financial trading division, Finalto Group ("Finalto").
The Consortium wants to provide an update on the risks that Playtech shareholders face in not voting for the Consortium’s binding agreement for Finalto (the “Binding Agreement”) and provide reassurance on the certainty and fair value of the Consortium’s offer. After a lengthy bidding process, the Consortium was selected by Playtech on the value of its bid and also the certainty it provided that the Binding Agreement would complete and pass the stringent regulatory approvals.
The Consortium’s Binding Agreement delivers considerable value and certainty of completing this complex transaction
As announced on 26th May 2021, Playtech agreed to sell Finalto to the Consortium, thereby concluding a lengthy, complicated, regulatory-driven and in-depth sale process which began in 2019.
- In Playtech’s own words, this 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) and the potential to provide a “clean break” for Playtech.”
- The complexity of this transaction should not be underestimated. To provide an example, the Consortium was required to complete extensive regulatory and KYC requirements before it was even eligible to undergo the main regulatory approval checks, all of which took several months to complete, even for a blue-chip consortium such as this one.
- The level of scrutiny that each member of the Consortium underwent in this transaction was substantially higher than normal. In fact, before being allowed to participate in the sale process, each prospective buyer was subject to a multi-factor review which ranged from regulatory clearance to assurances over proof and source of funds, all to ensure a high certainty that the transaction would close.
- Once the Consortium was approved to negotiate the sale and purchase of Finalto with Playtech, it was also made clear to the Consortium that Playtech would only agree to a very limited set of representations and warranties, which again was highly unusual for a transaction of this size and level of complexity. The Consortium agreed, and what followed was a signed Sale and Purchase Agreement (“SPA”) for Finalto.
Not voting for the Consortium’s Binding Agreement risks destabilising Finalto and its performance
- Contrary to what was implied in Gopher Investments’ (“Gopher”) statement, shareholders should understand that due to certain binding terms of the SPA, Playtech is unable to engage with any alternative bidders straight away, even if the shareholders vote against the Consortium’s bid. Moreover, any subsequent sale process will take many months to conclude, during which time Finalto will be – yet again – subject to considerable uncertainty. By the Consortium’s conservative estimation, another bidding process will not be concluded until late 2022 at the earliest.
- Additionally, under the terms of the SPA, should the SPA be terminated in the event that shareholders of Playtech do not approve the Consortium’s Binding Agreement, Playtech will be required to pay the Consortium a consideration of $8.8m in the event that a sale transaction is entered into with a third party within the 12 months after termination of the SPA at a value in excess of $200m.
- It seems quite certain that another lengthy sale process will likely have a highly destabilising and damaging impact on the Finalto business and its workforce, which has already been subject to very aggressive market speculation and whose performance is already under considerable pressure due to factors beyond Finalto’s control such as an uncertain trading environment, the impact of the global pandemic, the ever-changing regulatory nature of the industry and the drawn out sale process since 2019, which has taken up extensive management time already.
Questionable lack of transparency from bidding party undermines certainty of its non-binding indicative offer
The non-binding indicative offer from Gopher presents considerable uncertainty for the Playtech shareholders. Little if anything is known about Gopher, the source of its funds and its ultimate controlling party. What Gopher has purportedly shared about itself is:
- It was registered in the Cayman Islands just days ago.
- Gopher is being advised by TT Bond Partners (“TTB”) and its Hong Kong regulated affiliate, TTB Partners Limited, all of which are registered under the very same address in Hong Kong.
- The little that is known about TTB is that it specializes in, and markets itself as, an investment advisor principally focused on linking Chinese investors with foreign deals. Any acquisition by an entity controlled out of China is likely to raise material regulatory concerns and will be subject to very close scrutiny.
- Gopher has recently acquired just shy of 5% of Playtech plc’s shares, the threshold requiring Gopher to disclose extensive information about itself to regulators.
- To date, no information has been made available as to the identity(s) of Gopher’s ultimate beneficial ownership, those who control Gopher, or Gopher’s source of funds.
- It should also be noted that given the sale process was public and has been going on for months, the timing of Gopher’s approach raises suspicion about their intentions. Gopher could have participated in the process when it was live.
THE CONSORTIUM URGES INVESTORS TO VOTE IN FAVOUR OF ITS BINDING AGREEMENT TO ACQUIRE FINALTO AT THE PLAYTECH GENERAL MEETING ON 15 JULY 2021
The Consortium seeks to stress to the Playtech shareholders that the Binding Agreement, which was unanimously supported by Playtech’s board of directors, represents considerable value for Playtech shareholders. Furthermore:
- The Binding Agreement provides Playtech shareholders with near term certainty of completion following a lengthy and arduous sale process.
- There is no certainty that the Consortium would be prepared to proceed with any acquisition should its Binding Agreement not be approved at the General Meeting on 15th July 2021.
- Voting in favour of the Consortium’s Binding Agreement ensures Playtech’s receipt of the considerable Binding Agreement proceeds in the near future, thereby equipping Playtech with additional resources for reinvestment in its core gambling business, and likewise ending a lengthy, costly and distracting sale process.
- Voting in favour of the Consortium’s Binding Agreement removes the considerable risk, delay and additional costs associated with yet another sale process. In fact, the Consortium has already submitted mandatory change of control applications in multiple jurisdictions where Finalto operates to expedite the closing of the Binding Agreement.
- From the outset of the transaction, the Consortium’s Binding Agreement was and remains fully financed with immediately available proceeds.
- The Consortium is made up of three blue chip multinational organisations, namely, the Barinboim Group, an established investment firm that has a track record of acquiring and growing successful global media companies, Leumi Partners Limited, the merchant and investment banking arm of Bank Leumi (TASE: LUMI), one of the two largest banking groups in Israel, and Menora Mivtachim Group, an Israeli insurance and finance group.
Shareholders have a simple decision at the General Meeting on 15th July 2021:
VOTE IN FAVOUR OF THE CONSORTIUM’S FULLY FUNDED AND BOARD-APPROVED BINDING AGREEMENT – REVIEWED BY PLAYTECH’S FINANCIAL ADVISER AND RECOMMENDED BY PLAYTECH – PROVIDING CONSIDERABLE VALUE, NEAR TERM COMPLETION AND CERTAINTY FOR SHAREHOLDERS AND THE PLAYTECH BUSINESS.
OR risk being left in a predicament where there is no firm bid for Finalto and only speculative interest from an unknown entity and no certainty that any transaction will be completed in 2022, with all the costs, delay, uncertainty, and destabilisation for Playtech, the Finalto Business and Playtech shareholders.
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.
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