Playtech shareholders have rejected a proposal to divest its financial trading division to a management consortium, paving the way for negotiations with rival bidders.
Playtech’s board agreed the deal to divest Finalto to a consortium led by Israeli private equity fund the Barinboim Group – worth up to $210m (£148m/€171m) – back in May. However, last month, Playtech minority shareholder Gopher Investments submitted a bid of its own, worth $250m.
This bid eventually prompted Playtech to delay its general meeting, at Gopher’s request, where shareholders would vote on the Barinboim deal, as the supplier’s board sought further information about Gopher. These generally concerned Gopher’s ownership structure, links to China and whether this ownership structure would lead to difficulties in obtaining regulatory approval for the sale.
While Gopher answered initial questions, Playtech said it required further clarity on some of its responses. After it did not receive additional responses, Playtech’s board announced that it would continue to support the Barinboim consortium bid and set a new date for the general meeting: 18 August.
However, despite the board’s approval, the majority of voting interest rejected the deal. In total, shareholders representing 75.3 million shares voted for the deal. However, shareholders with 164.3 million shares – or 68.3% of total votes cast – voted against.
Because of this, the consortium will terminate its sale and purchase agreement with Playtech’s board. With this agreement terminated, Playtech is now permitted to enter into formal negotiations with other interested parties, including Gopher.
“Playtech understands that by voting against the resolution to dispose of Finalto to the consortium, shareholders have been willing to accept the risk of the SPA terminating, thereby enabling Playtech to engage with Gopher and to potentially secure better terms for a sale of Finalto,” the board said.
The consortium – founded specifically for the purpose of purchasing Finalto – will continue to exist for the next 30 days, in the hopes that it could enter into a more favourable sale and purchase agreement.
