Gopher Investments made an indicative non-binding conditional offer to acquire Finalto Group Limited from Playtech plc (LSE:PTEC) for $250 million on June 29, 2021. Gopher's all-cash Offer includes no deferred or contingent component, delivering full value up front and allowing Playtech to receive proceeds with certainty and in full on completion, securing the clean break which the Board has declared as an objective of the transaction. Gopher's Offer will be financed from funds which are immediately available. The indicative proposal from Gopher is non-binding and is subject to a number of conditions, including due diligence, financing, negotiation of key terms, preparation of transaction documentation, namely Class 1 shareholder approval and receipt of regulatory approvals. Therefore, there can be no certainty that the transaction proposed by Gopher would proceed to signing or completion. As of filling on July 9, 2021, Gopher Investments announces that it has indicated to the Board of Playtech that it will offer to pay to Playtech a break fee of $10 million on the two terms. The break fee is subject to the Board agreeing to change its current recommendation in order to support Gopher's offer, as announced on July 2, 2021 and would be payable if either: (i) Gopher does not enter into a sale and purchase agreement with Playtech for the acquisition of Finalto (and on terms, other than price, that are materially equivalent to those entered into with the consortium led by Barinboim Group within 3 weeks of being given full due diligence access by Playtech; or (ii) having entered into such an agreement, the transaction fails to complete due to a regulatory condition not being satisfied (other than due to the fault of Playtech). The break fee is also subject to Playtech engaging properly with Gopher and acting reasonably and in good faith, and would not be payable if Playtech subsequently enters into a transaction for Finalto with a third party. Gopher Investments agreed to acquire Finalto Group Limited from Playtech plc on September 29, 2021. Playtech will keep hold of the proceeds until there is clarity, and reduce its net debt. The transaction is subject to Playtech shareholder approval and is expected to be completed in the first half of 2022. As of December 1, 2021, the transaction has been approved by the shareholders of Playtech plc and the transaction is expected to close on second quarter of 2022. Gopher will be required to pay $24,000 for every day after March 28, 2022, that the deal is not complete. If the deal does not receive regulatory approval by June 29, 2022, it may be terminated. As of July 1 the deal is expected to close early to mid July.

Sandip Dhillon and Ben Crystal of UBS Investment Bank acted as financial advisor to Playtech. Lucy Legh, Stephen Malthouse and Jack Gault of Headland and Piers Coombs, Charlotte Craigie and Stephen Kane of Goodbody Stockbrokers represented Playtech. N M Rothschild & Sons Limited and TTB Partners acted as financial advisor and White & Case LLP acted as legal advisor to Gopher. Jennifer Renwick and Ed Gascoigne-Pees of Camarco acted as financial advisor to Gopher Investments. Kurt Ma, Benjamin Lee, Oran Gelb, Sarah McAtominey, Derek Hrydziuszko, Matthew Baker, Ian Ivory and Richard Harbot of Bryan Cave Leighton Paisner LLP acted as legal advisor to Playtech.