Playtech bidding war looming as Eddie Jordan mulling offer
And things just got a little bit hotter at Playtech. But, in a good way for Playtech shareholders.
After coming to an agreement to sell the company to Australia’s Aristocrat Leisure Limited (ASX:ALL) for 680p per share or a total of £2.1 billion last month, and then confirming in early November that it has been formally approached by Hong Kong based Gopher Investments about a possible rival bid, gaming technology and financial services provider Playtech plc (LON:PTEC) has confirmed this morning that a third suitor has now expressed interest.
Playtech announced that a company called JKO Play Limited, controlled by former Formula 1 owner Eddie Jordan and ex Ladbrokes executive Keith O’Loughlin, had approached the company.
Playtech’s signed deal with Aristocrat, which is scheduled to go to a shareholder vote for approval in mid January, contains certain penalties if Playtech ultimately goes with another buyer – unless the offer made is more than 10% above Aristocrat’s 680p-per-share offer. With several hats now in the ring, that possibility seems more than likely. Playtech shares closed Wednesday at 732.50p – already 8% above Aristocrat’s offer – and are likely to move even higher this morning once trading opens in London following the additional-bidder news.
Each of Playtech, JKO, and Aristocrat released formal statements on the matter this morning, which we post below in full.
Playtech plc
Statement re: media speculation
Playtech notes the recent media speculation in relation to a further possible offer for the Company. The Board of Directors of Playtech (the “Board”) confirms that on 5 November 2021 the Company received a preliminary approach from JKO Play Limited (“JKO”) seeking access to certain due diligence information, in order to explore terms on which an offer for all of the issued and to be issued share capital of Playtech might be made. JKO is a company controlled by Mr Eddie Jordan and Mr Keith O’Loughlin. JKO’s preliminary approach indicated that it was in discussions with Centerbridge Partners L.P. (“Centerbridge”), amongst others, regarding the possibility of it providing institutional debt and structured capital funding. Diligence remains on-going and no financing commitment has been provided by Centerbridge. Other sources of debt finance are also being considered.
Consistent with its fiduciary duties, and in accordance with Rule 21.3 of the Code, the Board further confirms that JKO has been provided with access to due diligence information for this purpose. Discussions with JKO are at an early stage and ongoing. As such, there can be no certainty that JKO’s approach will result in an offer for the Company, nor as to the terms on which any offer might be made.
As previously announced on 8 November 2021, the Company also received a preliminary approach from Gopher Investments (“Gopher”) on 21 October 2021 in order to explore terms on which an offer for all of the issued and to be issued share capital of Playtech might be made. Discussions with Gopher are ongoing and there is no certainty that Gopher’s approach will result in an offer for the Company, nor as to the terms on which any offer might be made.
On 17 October 2021, Playtech and Aristocrat (UK) Holdings Limited, a company formed on behalf of Aristocrat Leisure Limited (“Aristocrat”), announced under Rule 2.7 of the Code that an agreement had been reached on terms pursuant to which Aristocrat will acquire the entire issued and to be issued share capital of Playtech for 680p per share in cash, subject to the satisfaction of certain conditions, including shareholder approval of the sale of Finalto. The scheme document relating to Aristocrat’s offer was posted to shareholders on 12 November 2021 and contains notices of the meetings of Playtech shareholders to consider that offer, which are scheduled to take place on 12 January 2022.
This announcement is being made under Rule 2.4 of the Code and does not comprise, and should not be construed as, an announcement by JKO of a firm intention to make an offer under Rule 2.7 of the Code.
In accordance with Paragraph 4(c) of Appendix 7 of the Code, the Panel will announce the deadline by which JKO and Gopher must clarify their intentions in relation to Playtech.
This announcement has been made without the prior consent of JKO, Gopher, or Aristocrat.
A further announcement will be made as and when appropriate.
FTB Limited
Statement re. Playtech plc
The Eddie Jordan Family office and Keith O’Loughlin note this morning’s announcement by Playtech plc and confirms that a consortium led by them, called JKO Play, is evaluating making a competing offer for the issued and to be issued share capital of Playtech plc, (the “Possible Competing Offer”).
JKO Play emphasises that this announcement does not amount to a firm offer under Rule 2.7 of the Code and there can be no certainty that any Possible Competing Offer will be made, nor as to the terms on which it might be made.
A further announcement will be made as and when appropriate.
Aristocrat Leisure Limited (“Aristocrat”)
Statement regarding Playtech plc (“Playtech”)
Aristocrat Leisure Limited (“Aristocrat”) notes the announcement by Playtech plc (“Playtech”) that it has received a preliminary approach from JKO Play Limited (“JKO”) seeking access to certain due diligence information in order to explore terms on which an offer for Playtech by JKO might be made. Playtech has provided access to due diligence information in accordance with the UK Takeover Code. JKO has indicated to Playtech that it was in discussions with Centerbridge Partners L.P. (“Centerbridge”) regarding the possibility of providing institutional debt and structured capital funding. No financing commitment has been provided by Centerbridge to JKO.
Playtech’s discussions with JKO are at an early stage and there is no certainty that JKO’s approach will result in a firm offer for Playtech, nor as to the terms on which any firm offer may be made.
This follows the announcement by Playtech on 7 November 2021 regarding a preliminary approach from Gopher Investments (“Gopher”) seeking access to certain due diligence information.
On 17 October 2021 the Boards of Aristocrat and Playtech announced a unanimous recommended all cash acquisition of Playtech by Aristocrat for 680 pence for each Playtech share held, subject to customary conditions. Aristocrat believes that the terms of the recommended acquisition and the compelling strategic rationale provides certainty for Playtech shareholders with no contingent value or other complicated structures for shareholders to realise value. Aristocrat also believes that the combined group will provide greater opportunities to Playtech employees.
Consistent with Aristocrat’s announcements released earlier today, Aristocrat and Playtech are continuing to work together to implement the recommended acquisition. The regulatory approval process is on track with the timetable previously announced and Aristocrat is focussed on progressing this quickly. Aristocrat holds gaming licences in over 335 gaming jurisdictions, including many US states and tribal nations. Aristocrat’s long term engagement with regulators across key gaming jurisdictions, together with our strong financial fundamentals, deep customer relationships and established presence in global gaming markets, positions us to complete the transaction as planned in the second quarter of calendar year 2022.
Aristocrat has committed certain funds to fund the recommended acquisition with financing facilities in place and has completed an equity raise of A$1.3 billion with strong take-up from Aristocrat shareholders. In addition, based on feedback from the credit rating agencies, Aristocrat may therefore be considered an investment grade credit rating upon close of the recommended acquisition.
On 12 November 2021 Playtech published the scheme document convening the relevant shareholder meetings to approve the acquisition on 12 January 2022. Aristocrat urges Playtech shareholders to vote in favour of the recommended acquisition by Aristocrat at these meetings.
Playtech has also published a circular in respect of its proposed disposal of the Finalto business convening the shareholder meeting to approve the disposal on 1 December 2021.
In accordance with the UK Takeover Code, the UK Takeover Panel will announce the deadline by which JKO and Gopher must clarify their intentions in relation to Playtech. Aristocrat will provide this and any further updates as and when necessary.