HONG KONG--(BUSINESS WIRE)--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”), today announces that it has indicated to the Board of Playtech that it will offer to pay to Playtech a break fee of USD 10 million on the terms below. This break fee provides greater certainty to the Board and to shareholders that Gopher will be able to enter into and complete an acquisition of Finalto.
The break fee is subject to the Board agreeing to change its current recommendation in order to support Gopher’s offer, as announced on 2 July 2021 (“Gopher’s Offer”), and would be payable if either:
- Gopher does not enter into a sale and purchase agreement with Playtech for the acquisition of Finalto (and on terms, other than price, that are materially equivalent to those entered into with the consortium led by Barinboim Group (the “Consortium”)) within 3 weeks of being given full due diligence access by Playtech; or
- having entered into such an agreement, the transaction fails to complete due to a regulatory condition not being satisfied (other than due to the fault of Playtech).
The break fee is also subject to Playtech engaging properly with Gopher and acting reasonably and in good faith, and would not be payable if Playtech subsequently enters into a transaction for Finalto with a third party.
The amount of Gopher’s proposed break fee is materially in excess of the USD 8.8 million break fee Playtech would have to pay to the Consortium, under certain circumstances, if Playtech were to sell Finalto to Gopher on the terms of Gopher’s Offer. This reflects Gopher’s confidence in its ability to complete the transaction on the terms outlined in that announcement.
Gopher is the second largest shareholder in Playtech, with approximately USD 100 million of capital invested, and is therefore fully aligned with all other shareholders in supporting the Board to deliver maximum value for all shareholders.
Should the General Meeting scheduled for 15 July 2021 proceed, Gopher urges shareholders to VOTE AGAINST the Consortium’s offer, in line with the recommendations of the leading proxy advisory firms ISS, Glass Lewis and PIRC.
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.
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.
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.