Gopher Investments, a shareholder in Playtech plc and an affiliated entity of TT Bond Partners, has revealed that it has made an offer to the Board of Directors of Playtech to acquire its financial services business Finalto for $250 million in cash.
LeapRate reported in May that Playtech entered into an agreement to sell its financial trading unit to a Consortium led by Barinboim Group and backed by Leumi Partners Limited and Menora Mivtachim Insurance Limited.
The offer was for $210 million, including an initial $185 million, of which $15 million is deferred for up to two years from completion of the transaction, together with a further $25 million which depends on certain cash flow or other criteria being met by the business carried on by the Finalto group.
The announcement further explained that Gopher Investments’ proposed valuation represents a 47% premium to the consortium and a 35% premium to the guaranteed consideration of that offer.
According to the official announcement, Gopher Investments urged Playtech’s shareholders to vote against the Consortium’s offer. Gopher added 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.”
Gopher stated that it has carried out a detailed review of Finalto. However, only publicly available resources were used for it and the company needs 3 more weeks to complete its due diligence and to “enter into a fully binding offer for Finalto on terms that are materially equivalent to those entered into with the Consortium.”
The official announcement stated:
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.
Playtech responded on Friday:
Both Playtech and the consortium buyer are bound by the restrictions agreed as part of the SPA, which includes not engaging in negotiations with any third party regarding a potential transaction involving the sale of Finalto.
The response added:
The timing at which Gopher has chosen to come forward with its indicative proposal makes it very difficult for the Playtech Board to properly assess the proposal, given the restrictions agreed in the SPA. It is unfortunate, in light of the long sale process run to date, that Gopher did not advise Playtech of its interest in acquiring Finalto at any point prior to 29 June 2021.
