Playtech to get competing £3 billion takeover offer from Gopher
Just when we thought the drama at online gaming and financial services firm Playtech plc (LON:PTEC) was over…
Following months of back-and-forth on the sale of its financials division Finalto which resulted in a $250 million agreed sale of Finalto to Hong Kong based Gopher Investments in late September, and then last month the agreed sale of the entirety of Playtech to Australia’s Aristocrat Gaming (ASX:ALL) for £2.1 billion, the plot has thickened once again.
Playtech announced this morning that the very same Gopher has approached it about a full takeover of the company, which media speculation put in the range of £3.0 billion – a near 43% premium to the 680p per share offer for Playtech made by Aristocrat.
At this point, Playtech said that Gopher has been provided access to due diligence information to allow it to evaluate a possible bid, but that discussions with Gopher are “at an early stage and ongoing.”
Playtech shares are trading up this morning in early London Stock Exchange trading, by about 2.4%, to 752p per share, reflecting a value of £2.22 billion for the company – slightly above Aristocrat’s existing offer, but well below Gopher’s (possible) offer – which, if the £3.0 billion figure is correct, would price Playtech at about 972p per share.
We will continue to follow this story as it unfolds.
Both Playtech and Aristocrat released statements on the matter this morning, which we will post below in full:
Statement re media speculation
7 November 2021
Playtech notes the recent media speculation in relation to a possible offer for the Company. The Board of Directors of Playtech (the “Board”) confirms that on 21 October 2021 the Company received a preliminary approach from Gopher Investments (“Gopher”) seeking access to certain due diligence information, in order to explore terms on which a possible offer for all of the issued and to be issued share capital of Playtech might be made. Consistent with its fiduciary duties, and in accordance with Rule 21.3 of the Code, the Board further confirms that Gopher has been provided access to due diligence information for this purpose. Discussions with Gopher are at an early stage and ongoing. As such, there can be 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 customary and other conditions, including shareholder approval of the sale of Finalto. A further announcement will be made in due course to update on timing of the Aristocrat offer.
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 Gopher 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 Gopher must clarify its intentions in relation to Playtech.
This announcement has been made without the prior consent of Gopher or Aristocrat.
A further announcement will be made as and when appropriate.
Aristocrat Leisure Limited
8 November 2021
Statement regarding Possible Offer for Playtech plc (“Playtech”) by Gopher Investments (“Gopher”)
Aristocrat Leisure Limited (“Aristocrat”) notes the announcement by Playtech plc (“Playtech”) that it has received a preliminary approach from Gopher Investments (“Gopher”) seeking access to certain due diligence information, which Playtech has provided in accordance with the UK Takeover Code. There is no certainty that Gopher’s approach will result in an offer for Playtech, nor as to the terms on which any offer may be made.
On 17 October 2021 the Boards of Aristocrat and Playtech announced a recommended acquisition of Playtech by Aristocrat for 680 pence in cash for each Playtech share held.
The recommended acquisition follows extensive engagement between Aristocrat and Playtech since April 2021 and represents a firm offer for Playtech shareholders, subject to customary conditions.
Aristocrat’s long-term engagement with regulators across key gaming jurisdictions, together with strong financial fundamentals, deep customer relationships and established presence in global gaming markets, positions Aristocrat to complete the transaction as planned in the second quarter of calendar year 2022. Aristocrat believes that this will provide certain value to Playtech shareholders, while the combined group will also provide greater opportunities to Playtech employees.
The recommended acquisition values the entire issued and to be issued share capital of Playtech at approximately £2.1 billion (AUD 3.9 billion) on a fully diluted basis and £2.7 billion (AUD 5.0 billion) on an enterprise value basis.
Since 17 October 2021, Aristocrat and Playtech have been working to implement the recommended acquisition.
Playtech intends to publish the Scheme Document shortly, with notices convening the relevant shareholder meetings to approve the recommended acquisition. Aristocrat will continue to work with Playtech to progress the recommended acquisition and urges Playtech shareholders to vote in favour of the Aristocrat recommended acquisition at the shareholder meetings when the Scheme Document has been published.
In accordance with the UK Takeover Code, the UK Takeover Panel will announce the deadline by which Gopher must clarify its intentions in relation to Playtech. Aristocrat will provide this and any further updates as and when necessary.