Playtech Investors Reject Barinboim-Led Consortium’s Finalto Bid

Playtech (LON: PTEC) announced on Wednesday that shareholders of the company have voted against the Barinboim Group-led Consortium’s offer for the acquisition of Finalto (previously TradeTech).

“At the General Meeting held earlier today, the resolution to approve the disposal of Finalto to the Consortium was not passed,” Playtech wrote in an RNS filing with the London Stock Exchange.

It detailed that 68.3 percent of the casted votes were against the proposal to sell the trading technology division to the Consortium, while the remaining 31.7 percent were in favor.

A Lucrative Unit

In May, Playtech entered into a binding agreement to sell Finalto to the Consortium for a total offer of $210 million that included an initial payment of $185 million and a further contingent of $25 million to be paid at the meeting of certain cash flow or other business criteria.

But, the situation became complicated as Hong Kong-based Gopher Investment, which is a 4.97 percent Playtech shareholder, made a $250 million all-cash offer for Finalto in early July, with an additional conditional $10 million break fee. 

Though Playtech, with approval from the Consortium, sought some transparency on Gopher’s structure and source of funds ahead of the general meeting, it was not satisfied with the responses, and the Playtech board maintained the voting recommendation in favor of the Consortium’s offer.

“Due to the resolution not having been passed, the Consortium has agreed with Playtech to immediately terminate the SPA,” Playtech added. “As a result, the restrictions on Playtech from engaging with Gopher are no longer in place.”

“The Company will now seek to engage with Gopher to progress a disposal of Finalto. Although the Consortium has agreed to terminate the SPA, it has indicated to Playtech it intends to maintain the Consortium for the next 30 days, such that it will be in a position to re-enter into the SPA if the parties so agree.”