Shareholders representing 68.3% of Playtech’s voting rights voted against the consortium’s $210m (£152.7m/€179.5m) offer this morning. This offer had been recommended by the Playtech board, despite the emergence of a rival $250m bid from Playtech shareholder Gopher Investments.
The general meeting at which the vote was held was delayed to allow Playtech’s board to receive certain information about Gopher, mostly related to its ownership structure and whether this would impede regulatory approval.
However, after Playtech said it failed to receive the necessary “clarity” on Gopher’s bid, it reaffirmed its support for the consortium’s offer.
Despite this, Playtech shareholders opted to reject the bid. The Barinboim consortium said that “publications of what the consortium believe to be misleading statements” – statements that Playtech said were not accurate – played a part in the negative vote.
With the bid now rejected, Playtech may formally negotiate with Gopher on its offer. However, the Barinboim consortium said that Gopher’s true level of interest will soon be clear.
“If Playtech has not managed to enter into a fully binding agreement with Gopher within the next three 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,” it said.
In this three-week period, Barinboim continued, it expected that Gopher would not be able to come to a binding agreement with Playtech’s board. If a deal cannot be agreed, Barinboim said it would be ready to reengage with the Playtech board.
“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,” it said.
“Playtech’s only option to sell Finalto within the next year will be to the Consortium, which Playtech has repeatedly recommended.”
While the consortium was established solely for the acquisition of Finalto, it had opted to remain in place for 30 days in case there is an option to work on a new bid.
Finally, the consortium noted that a major benefit of its offer was the fact that it would ensure a smooth and fast disposal of Finalto, rather than a protracted process of regulatory approvals.
“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).”
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