Aristocrat Leisure Limited (ASX:ALL) agreed to acquire Playtech plc (LSE:PTEC) for £2.1 billion on October 17, 2021. Under the terms the offer price is £6.8 per share. The Acquisition will be conservatively funded by a combination of existing cash, a new Term Loan B issue and an equity raising. Aristocrat expects to fund the Acquisition with £592.9 million (AUD 1.1 billion) existing cash held by Aristocrat, AUD 2.8 billion (£150.9 billion) Term Loan B issuance to be conducted prior to completion of the Acquisition and AUD 1.3 billion (£700.7 million) equity raising by way of an underwritten pro rata accelerated renounceable entitlement offer with rights trading, to provide the fairest possible structure for Aristocrat shareholders. If on or prior to the Effective Date any dividend, distribution or other return of value is declared, made or paid or becomes payable by Playtech, the Acquisition Price shall be reduced.

The Acquisition remains subject to the conditions and further terms including the approval of the Scheme by a majority in number of the Playtech shareholders, the necessary resolutions being duly passed by the requisite majority of Playtech shareholders at the relevant Playtech shareholder meeting who are present and vote, whether in person or by proxy, at the relevant Playtech shareholder meeting and who represent at least 75% in value of the Playtech shares voted, the sanction of the Scheme by the Isle of Man Court, the approval of the disposal of Finalto by Playtech shareholders and there having been no material and adverse amendments to the terms of the agreement to dispose of Finalto and certain antitrust, foreign investment, gaming regulatory and financial regulatory consents and approvals being obtained, receipt by Aristocrat and/or Bidco of the approval by the Colombian Competition Authority, the required notification having been made to the Cypriot Commission for the Protection of Competition, the issuance and personal notification by COFECE of a resolution whereby it authorizes Playtech, Aristocrat hereto to close the Acquisition, acquisition or any part of it is to be examined by the European Commission, all required filings having been made under the Law of Ukraine On Protection of Economic Competition, all necessary notifications and filings having been made pursuant to the U.S. HartScott-Rodino Antitrust Improvements Act, Playtech, Aristocrat have prepared and filed all relevant filings with the Vietnam Ministry of Industry and Trade, the Vietnam Competition and Consumer Agency, and/or the Vietnam National Competition Commission (the “Vietnam Competition Regulator”), and shall have obtained approval from the Vietnam Competition Regulator for the transaction contemplated in this announcement.

The Playtech Board considers the terms of the Acquisition to be fair and reasonable and has unanimously recommended that Playtech shareholders vote in favour of the Scheme. Playtech directors who own Playtech shares have irrevocably undertaken to vote in favour of the Scheme. Playtech directors who gave irrevocable undertaking includes Mor Weizer, Andrew Smith, Brian Mattingley, Ian Penrose, Anna Massion, John Krumins and Linda Marston-Weston. Aristocrat has received letters of intent or irrevocable undertakings from T. Rowe Price International Ltd, Boussard & Gavaudan Asset Management, LP, Boussard & Gavaudan Investment Management LLP, Schroder Investment Management Limited, Setanta Asset Management, SpringOwl Asset Management LLP and Ader Investment Management LLP. Aristocrat has received letters of intent or irrevocable undertakings from Playtech shareholders, including from Playtech's largest shareholder to vote in favour of the scheme in respect of a total of approximately 63.4 million shares, representing approximately 20.7% of Playtech's outstanding shares. As of October 26, 2021, Schroder disposed a further 0.6 million shares. As of December 1, 2021, Playtech shareholders approved sale of Playtech's financial trading division, Finalto, meeting a key condition of Aristocrat's offer. Process of seeking antitrust, foreign investment, financial regulatory and gaming clearances for the transaction is making good progress. Playtech shareholder meetings to approve the Recommended Acquisition have been convened for January 12, 2022. Playtech shareholder meetings to approve the Recommended Acquisition have been convened for February 2, 2022. JKO Play Limited must clarify its position on January 5, 2022 being seven days prior to the date of the Playtech shareholder meetings. As of December 13, 2021, Boussard & Gavaudan Investment Management LLC and Boussard & Gavaudan Asset Management, LP disposed 8.35 million shares in the offer. On October 17, 2021, Setanta Asset Management Limited provided a Letter of Intent regarding our intentions in relation to 26,670,517 shares. On November 9, 2021 disposed of 156 shares. On November 24, 2021 we advised of a disposed of 1,000,000 shares. On November 26, 2021 disposed of 1,531,148 shares. On the 29th November disposed of 4,029,804 on November 30, 2021, disposed of 25,593 shares. As on December 17, 2021, further disposed of 1,510 shares. As on December 21, 2021, further disposed of 316,342 shares and on December 30, 2021, further disposed 981,987 shares. On January 5, 2022 further disposal of 768 shares. SpringOwl Asset Management LLP disposed of some its shares. As on January 5, 2021, Aristocrat notes the announcement by Playtech that it will further delay its shareholder meetings in relation to the Recommended Acquisition from January 12, 2022 to February 2, 2022. The latest date by which time JKO Play Limited must clarify its position has been moved to January 26, 2022. The decision to further delay the relevant shareholder meetings extends the period of uncertainty for all Playtech stakeholders. Playtech announced January 5, 2022 that it intended to adjourn the Court and General Meetings relating to the offer made by Aristocrat (UK) Holdings Limited, a company formed on behalf of
Aristocrat Leisure Limited . The Eddie Jordan Family office and Keith O'Loughlin announce that JKO Play Limited ("JKO"), a 0.51% shareholder in Playtech plc ("Playtech"), does not intend to make an offer for Playtech.

The Playtech board is to conduct a Court and General Meetings are scheduled for February 2, 2022. The long stop date is November 22, 2022. The Acquisition is expected to be completed during Q2 2022, subject to satisfaction of the conditions precedent. Brian Maier, Sam Small and Chris Tucker of Wells Fargo Securities International Limited, Piers Coombs, Charlotte Craigie and Stephen Kane of Goodbody Stockbrokers UC, Tim Lloyd Hughes, Max Jones, Philip Noblet and James Thomlinson of Jefferies International Limited acted as financial advisors to Playtech. Nick Harper, Scott Smith, Jimmy Bastock and James Brodie of Goldman Sachs International acted as financial advisors and Linklaters LLP and Allens acted legal advisors to Aristocrat. Bryan Cave Leighton Paisner LLP acted as legal advisor to Playtech. Tom Mercer, Tim Rennie, Harry Thimont and James Coiley of Ashurst acted as the legal advisors to Goldman Sachs International. JKO was advised by Global Leisure Partners LLP, Investec Bank plc and Avonhurst Legal Services LLP..

Aristocrat Leisure Limited (ASX:ALL) cancelled the acquisition of Playtech plc (LSE:PTEC) on February 2, 2022. The transaction has been terminated as a result of court meeting and general meeting of Playtech Plc.