Playtech Plc has announced that the make or break deadline by which JKO should confirm its intentions with regards to a takeover of the gaming content and technology developer.
Under the initial terms, JKO would have until 5:00pm on 5 January 2022 to make a firm offer to buy Playtech, but the revised conditions will see the company have until 5:00pm on 26 January to make its intentions clear. Under Rule 2.7 of the City Code on Takeovers and Mergers, JKO must make a bid for Playtech or announce that it will not make an offer by this time.
This date was chosen due to it being the seventh day prior to the date of Playtech’s adjourned Court Meeting and General Meeting to 10:00am and 10:15pm respectively on 2 February. The meetings were rescheduled after JKO requested that it be provided with more time to develop the terms of its potential offer, although Playtech maintains that negotiations are ‘progressing’.
However, the rearranged date of 26 January will cease to apply should a third party announce a firm intention to purchase LSE-listed supplier’s before the newly established deadline or if the FTSE250 company’s Panel Executive consents otherwise.
The decision, initially undertaken by the aforementioned Playtech Panel Executive, has been accepted by Playtech, JKO and Aristocrat, the latter having confirmed its motive to launch a bid in October of last year.
Meanwhile, JKO – a consortium led by former F-1 team owner Eddie Jordan and Scientific Games executive Keith O’Loughlin – approached Playtech on 17 November concerning its own bid for the entirety of Playtech’s issued and to be issued shares, seeking clarification on ‘certain due diligence information’.
Aristocrat is currently the only confirmed bidder, and Playtech’s directors have supported the offer to its shareholders. A statement this morning read: “Despite any adjournment of the Court Meeting and General Meeting, there remains 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.
“The Playtech Directors continue to recommend unanimously that Playtech Shareholders vote in favour of the Aristocrat Offer at the Court Meeting and in favour of the Playtech Resolutions to be proposed at the General Meeting.”
Published to Playtech shareholders on 12 November, Aristocrat’s bid has seen the firm offer £2.7 billion, or 680 pence per Playtech share, in cash in order to acquire the entire firm’s issued and to be issued share capital, subject to certain conditions.
One of these conditions, the disposal of Playtech’s Finalto financial trading division, was completed in early December 2021 when the subsidiary was sold to Gopher Investments, which had previously withdrawn its bid for the entirety of Playtech.
Australian-listed Aristocrat’s proposed buyout represents a 58% premium on Playtech’s closing price at the time of the revelation. Funding for the all-cash transaction will be provided through a £864 million equity raising round in combination with its existing cash resources.
A separate Aristocrat update from this morning reiterated its position, with the Australian-listed firm asserting its belief that Playtech’s decision to delay shareholder meetings ‘extends the period of uncertainty’ for its stakeholders.
The company also maintained that its own offer has ‘attractive value in cash’ in addition to providing Playtech’s shareholders with greater ‘regulatory and financial certainty’.
“Aristocrat is pleased to note the recent recommendations to Playtech shareholders from proxy advisers to vote in favour of all the resolutions to implement the Recommended Acquisition,” the statement read. “Aristocrat further confirms that the regulatory approvals process remains well on track, and it is committed to completing the acquisition as quickly as possible.”