Playtech cancels Finalto/Markets.com sale shareholder vote
Well that was fast.
Less than a week after it proposed to delay (by two weeks) a shareholder vote on the planned $101 million sale of its Financials division to Zvika Barinboim’s investor group, online gaming tech provider Playtech (LON:PTEC) has now announced that it is cancelling that vote altogether.
Instead, Playtech indicated that it will be releasing a new supplementary circular to shareholders, which will include an update to shareholders on the Finalto sale process, including a review of the indicative, non-binding conditional (and competing / higher) offer made for the Financials division by TT Bond Partners’ Gopher Investments, run by Hong Kong based banker Jonathan Bond.
Playtech’s Financials division includes the CFH Group and Alpha Capital Markets institutional B2B businesses (market making, CFD liquidity, risk management) which were rebranded recently as Finalto, and the Markets.com Retail FX brokerage operation.
So what does this now mean?
Well, Playtech has a fiduciary duty to its shareholders to properly evaluate the competing higher bid from TT Bond Partners. And, as an FCA licensed entity and publicly traded company, it needs to release its evaluation in writing at least seven days before a shareholder meeting. So that probably accounts for the delay in holding the vote.
However, Playtech’s outright cancelation of the vote seems to lead us to conclude that it is leaning toward either backing the competing bid from Mr. Bond’s firm, or at least using that as leverage to get the Barinboim group to up its bid. Playtech has to be very careful how it goes about doing that, however, as the terms of its signed agreement with Barinboim preclude any direct negotiations with other parties.
The full text of Playtech’s release on the matter follows:
15 July 2021
Adjournment of Finalto General Meeting and proposed publication of supplementary circular
Playtech announced on 9 July 2021 that, having consulted with a large proportion of its major shareholders, it intended to adjourn the General Meeting which had been convened for the purposes of approving the proposed sale of Finalto to the Consortium.
Consequently, at the General Meeting today, the proposal by the Chairman of the Board to adjourn the General Meeting to a date to be notified by the Company to its shareholders in due course was duly passed.
Playtech has previously proposed that today’s General Meeting would be adjourned to 10.00 a.m. on 29 July 2021. However, the Company will publish a supplementary circular to the one sent to shareholders on 24 June 2021, which will update shareholders on the Finalto sale process, including the indicative non-binding conditional offer made by Gopher Investments as announced on 2 July 2021. The Company is currently in the process of finalising such supplementary circular, which is also required to be approved by the Financial Conduct Authority and be published at least seven days prior to the associated general meeting.
In light of that, the date and time for holding the adjourned meeting will be finalised and communicated to shareholders as soon as practicable and alongside such supplementary circular being published.