B.G.I. Investments (1961) Ltd, Leumi Partners Ltd., Menora Mivtachim Insurance Ltd. and The Phoenix Insurance Company Ltd. agreed to acquire Finalto Group Limited from Playtech plc (LSE:PTEC) for approximately $210 million on May 26, 2021. Under the terms of the consideration, $170 million will be paid on completion. $15 million will be paid on the second anniversary of Completion or, if a specified exit event in respect of the Finalto Group occurs before such time, upon such exit event occurring and the remaining $25 million will be contingent upon financial performance of Finalto. The certain portion of the transaction will be financed from senior secured debt financing provided by Phoenix. Under the terms of the transaction, Playtech will pay the consortium a termination fees of $8.8 million under certain scenarios listed in the announcement. The purchase consideration is reflective of 23x trailing twelve-month period ending April 30, 2021 Adjusted EBITDA. For the financial year ending December 31, 2021 Finalto reported revenues of $149 million (121.8 million), gross assets of $570.1 million (465.9 million) and EBITDA of $69 million (56.4 million). The transaction is subject to the satisfaction of a certain conditions, including the approval of the disposal by Playtech shareholders at a General Meeting, and receipt of consent of certain regulatory authorities to the change of control of the relevant members of the Finalto Group. As of July 7, 2021, the consortium seeks to stress to the Playtech shareholders that the Binding Agreement, which was unanimously supported by Playtechs Board of Directors, represents considerable value for Playtech shareholders and to Vote in Favour of Its Binding Agreement for Finalto at the Playtech General Meeting on July 15, 2021. As of August 18, 2021, Playtech announces that, at the General Meeting held earlier today, the resolution to approve the disposal of Finalto to the Consortium was not passed. As a result, and as described in the Original Circular and the Supplementary Circular, the Consortium have the right to terminate the SPA within the next 30 days. As of August 18, 2021, Playtech shareholders has not approved the deal. The transaction is expected to close in the fourth quarter of 2021. Ian Hart, Ben Crystal and Sandip Dhillon of UBS AG, London Branch acted as financial advisor for Playtech. Piers Coombs, Charlotte Craigie and Stephen Kane of Goodbody Stockbrokers acted as stock broker in this transaction. PricewaterhouseCoopers LLP acted as Accountant, Bryan Cave Leighton Paisner LLP acted as legal advisor and Computershare Investor Services (Jersey) Limited acted as registrar to Playtech.
B.G.I. Investments (1961) Ltd, Leumi Partners Ltd., Menora Mivtachim Insurance Ltd. and The Phoenix Insurance Company Ltd. cancelled the acquisition of Finalto Group Limited from Playtech plc (LSE:PTEC) on August 18, 2021.