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
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.
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.
View source version on businesswire.com: https://www.businesswire.com/news/home/20210818005628/en/
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
Business Wire(c) 2018 Business Wire, Inc., All rights reserved.
Business Wire, a Berkshire Hathaway company, is the global leader in multiplatform press release distribution.
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
H.I.G. Capital Announces the Sale of DGS S.p.A.11.6.2024 12:00:00 CEST | Press release
H.I.G. Capital (“H.I.G.”), a leading global alternative investment firm with $62 billion of capital under management, is pleased to announce that an affiliate has signed a definitive agreement to sell its portfolio company, DGS S.p.A. (“DGS” or the “Group”), a leading firm in the Italian Information Technology market, to DGS Co-Founders and management team in partnership with ICG, a global alternative asset manager. Since its inception in 1997, DGShas supported blue-chip customers in the design, integration, and maintenance of complex IT systems, with a specialization in digital transformation and cybersecurity services. The Group currently has over 1,900 employees, revenues of approximately €300 million, and maintains a group of highly loyal clientele. During H.I.G.’s ownership, DGS has tripled in size and consolidated its position as a leading Italian firm in cybersecurity services and digital transformation. DGS offers its clients sophisticated and proprietary digital transformation
Evertas Names Nick Selby Head of European Underwriting11.6.2024 12:00:00 CEST | Press release
Evertas, the world’s first crypto insurance company, has named Nick Selby as its new Head of European Underwriting. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20240611141887/en/ Nick Selby, Executive Vice President and Head of European Underwriting at Evertas (Photo: Business Wire) Selby, an accomplished information and physical security professional, brings two decades of expertise in public and private sector information security, physical security, and complex incident handling, as well as seven years of experience leading teams securing billions of dollars in cryptoassets. Previously, his roles included VP of the Software Assurance Practice at Trail of Bits, Chief Security Officer at Paxos Trust Company, and Director of Cyber Intelligence and Investigations at the NYPD Intelligence Bureau. “Nick is an extremely valuable addition to our European team,” said Evertas CEO and Co-Founder J. Gdanski. “His public and private
Owlet utvider globalt fotavtrykk med lanseringen av medisinsk-sertifisert Dream Sock™ i Storbritannia og over hele Europa11.6.2024 11:00:00 CEST | Pressemelding
Owlet, Inc. («Owlet» or the «Company») (NYSE:OWLT), pioneren innen smart spedbarnsovervåking, kunngjør i dag den britiske og europeiske lanseringen av Dream Sock. Dette er en smart babymonitor med levende helseavlesninger og varsler for friske spedbarn mellom 0-18 måneder og 2,5-13,6 kg. Dette innovative medisinske utstyret gir foreldre helse og viktig informasjon i sanntid, noe som gir uovertruffen trygghet. Denne pressemeldingen inneholder multimedia. Se hele pressemeldingen her: https://www.businesswire.com/news/home/20240611820341/no/ (Photo: Business Wire) «Vi er svært stolte over å lansere Dream Sock til omsorgspersoner over hele Storbritannia og Europa og gi millioner av foreldre mer trygghet mens babyen sover,» sa Kurt Workman, Owlets administrerende direktør og medgründer. «Dream Sock er nå et globalt produkt som er anerkjent som medisinsk nøyaktig og trygt, etter å ha gjennomgått regulatoriske autorisasjoner og sertifiseringer innenfor flere geografier. I dag er misjonen vår
V-Nova Surpasses 1000 Patent Milestone in Media Technology Innovation11.6.2024 10:00:00 CEST | Press release
V-Nova, a leading provider of data compression solutions, video compression technology, XR technology, AI acceleration and parallel processing for a multitude of industries including media and entertainment, today announced its milestone achievement of 1000 active technology patents. This accomplishment underscores V-Nova’s dedication to research and development and its commitment to protecting its intellectual property globally. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20240611724561/en/ V-Nova’s patent portfolio spans more than 50 different jurisdictions. Including over 400 patents in Europe, over 200 in the Americas, over 100 in the United States specifically, and over 200 in Asia. V-Nova forged new directions in data processing to enhance digital experiences, maximize efficiency, reduce costs, and increase sustainability. The company leads the way with key international data compression standards for the video indust
Alipay+ Reveals Top Scorer Trophy Design for UEFA EURO 2024™11.6.2024 09:24:00 CEST | Press release
Alipay+, a suite of cross-border mobile payment and digitalization technology solutions operated by Ant International and an Official Partner of UEFA EURO 2024™, today revealed the trophy that will be awarded to the most prolific marksman at the UEFA EURO 2024™ finale on July 14 in Berlin, Germany. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20240610328619/en/ The UEFA Top Scorer Trophy presented by Alipay+ is unveiled for UEFA EURO 2024™ (Photo: Business Wire) Sculpted in the shape of the Chinese character “支” (pronounced zhi, and meaning payment as well as support), the trophy reflects Alipay+’s dedication to supporting consumers to enjoy seamless payment and a broad choice of deals using their preferred payment methods while traveling abroad. The character also resembles the fleeting moment of a barefooted striker poised to shoot, evoking the original beauty and power of football – a game that united people across the wo