REG - Aristocrat Leisure Playtech PLC - Statement regarding Playtech plc

PlaytechAnnouncement

02/02/2022 09:10

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RNS Number : 4585A  Aristocrat Leisure Limited  02 February 2022

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF THAT JURISDICTION

 

FOR IMMEDIATE RELEASE

 

2 February 2022

 

 

Statement regarding Playtech plc

On 17 October 2021 the Boards of Aristocrat Leisure Limited ("Aristocrat") and
Playtech plc ("Playtech") announced the terms of a recommended all cash offer
pursuant to which Aristocrat, through a wholly-owned subsidiary, would acquire
the entire issued and to be issued ordinary share capital of Playtech at 680
pence for each Playtech share (the "Recommended Acquisition").  Playtech
shareholder meetings convened for the purposes of considering the Recommended
Acquisition will be held later today, 2 February 2022 (UK time).

 

We understand that based on proxy votes received to date, a majority of votes
cast were in favour of Aristocrat's Recommended Acquisition, albeit short of
the 75% threshold required to implement the Recommended Acquisition under Isle
of Man law. As a result, the Recommended Acquisition is expected to lapse.

 

Aristocrat's Recommended Acquisition attracted support from the majority of
Playtech shareholders who have voted to date.  Aristocrat understands that a
number of material investors who have not engaged meaningfully about their
views on the Recommended Acquisition account for the majority of votes cast
against, effectively blocking the Recommended Acquisition.

 

Based on public disclosures, the majority of these shareholders arrived on
Playtech's register after the announcement of the Recommended Acquisition.
Aristocrat has taken every possible step to engage with this group of
shareholders and progress the Recommended Acquisition, and to consider all
options including alternate transaction structures.

 

Aristocrat CEO and Managing Director, Trevor Croker, said "We are disappointed
that our recommended offer to acquire Playtech plc is expected to lapse.
Notwithstanding extensive due diligence on Aristocrat's part, developments
since the announcement of our offer have been highly unusual and largely
beyond Aristocrat's control.

 

"In particular, the emergence of a certain group of shareholders who built a
blocking stake while refusing to engage with either ourselves or Playtech
materially impacted the prospects for the success of our offer, which had been
recommended by the Board of Playtech plc.

 

"The long term interests of our shareholders are the absolute focus of M&A
at Aristocrat. We will always take a highly disciplined, strategic approach to
our investment choices, consistent with our customer-centric philosophy.

 

"Aristocrat has entered into 2022 with excellent operational momentum,
flexibility and resilience with continued strong product-led performance
across Gaming and Pixel United. We look forward to providing further detail to
shareholders at our upcoming AGM later this month.

 

"From a strategic perspective, Aristocrat's commitment to participate in the
online RMG segment will not change.  In the future, online RMG capability
will be one way we deliver new and connected experiences that leverage our
world-leading content, and unlock additional value across Aristocrat's
portfolio while deepening customer engagement.

 

"Our focus now shifts to accelerating our plans for alternative online RMG
scaling options, and continuing to execute our growth strategy, in a way that
is consistent with our rigorous investment criteria, high regulatory standards
and integrity.  We look forward to sharing more details with shareholders as
we move forward" Mr Croker concluded.

 

 

 Enquiries:

 Aristocrat
 Rohan Gallagher, General Manager, Investor Relations           +61 421 051 416

 Natalie Toohey, Chief Corporate Affairs Officer                +61 409 239 459

 Goldman Sachs International (Financial Adviser to Aristocrat)
 Nick Harper                                                    +44 (0) 20 7774 1000

 Scott Smith

 Jimmy Bastock

 James Brodie

 Finsbury (PR Adviser to Aristocrat)
 Faeth Birch                                                    +44 (0) 207 251 3801

 James Leviton

Linklaters LLP is retained as English legal adviser and Allens as Australian
legal adviser to Aristocrat and Bidco.

About Aristocrat Leisure Limited

Aristocrat Leisure Limited (ASX: ALL) is a leading global gaming content and
technology company and top-tier mobile games publisher, with more than 6,500
employees in over 20 locations around the world.  Aristocrat offers a diverse
range of products and services including electronic gaming machines, casino
management systems and free-to-play mobile games. The company's regulated
gaming products are approved for use in more than 300 licensed jurisdictions
and are available in more than 100 countries. For further information
visit https://power-of-play.com/ (https://power-of-play.com/) .

Important notices

Goldman Sachs International, which is authorised by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the Prudential
Regulation Authority in the United Kingdom, is acting exclusively for
Aristocrat, Bidco and the Aristocrat Group and no one else in connection with
the Recommended Acquisition and will not be responsible to anyone other than
Aristocrat and Bidco for providing the protections afforded to clients of
Goldman Sachs International, nor for providing advice in connection with the
Recommended Acquisition or any transaction or arrangement referred to herein.

This Announcement is for information purposes only and does not constitute or
form part of an offer to sell or an invitation to purchase any securities or
the solicitation of an offer to buy any securities, pursuant to the
Recommended Acquisition or otherwise.

The Recommended Acquisition shall be made solely by means of the Scheme
Document (or, in the event that the Recommended Acquisition is implemented by
means of a Takeover Offer, the offer document) which, together with the Forms
of Proxy, contain the full terms and conditions of the Recommended
Acquisition, including details of how to vote in respect of the Recommended
Acquisition.

Forward-looking Statements

This Announcement (including information incorporated by reference into this
Announcement), oral statements made regarding the Recommended Acquisition, and
other information published by Playtech, any member of the Playtech Group,
Bidco, Aristocrat or any member of the Aristocrat Group contain statements
which are, or may be deemed to be, "forward-looking statements" (including
"forward-looking statements" within the meaning of the U.S. Private Securities
Litigation Reform Act of 1995). Such forward-looking statements are
prospective in nature and are not based on historical facts, but rather on
current expectations and on numerous assumptions regarding the business
strategies and the environment in which Playtech, any member of the Playtech
Group, Bidco, Aristocrat or any member of the Aristocrat Group or the Combined
Group shall operate in the future and are subject to risks and uncertainties
that could cause actual results to differ materially from those expressed or
implied by those statements.

The forward-looking statements contained in this Announcement relate to
Playtech, any member of the Playtech Group, Bidco, Aristocrat or any member of
the Aristocrat Group or the Combined Group's future prospects, developments
and business strategies, the expected timing and scope of the Recommended
Acquisition and other statements other than historical facts. In some cases,
these forward-looking statements can be identified by the use of
forward-looking terminology, including the terms "believes", "estimates",
"will look to", "would look to", "plans", "prepares", "anticipates",
"expects", "is expected to", "is subject to", "budget", "scheduled",
"forecasts", "synergy", "strategy", "goal", "cost-saving", "projects",
"intends", "may", "will", "shall" or "should" or their negatives or other
variations or comparable terminology. Forward-looking statements may include
statements relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance, indebtedness,
financial condition, dividend policy, losses and future prospects; (ii)
business and management strategies and the expansion and growth of Playtech,
any member of the Playtech Group, Bidco, Aristocrat or any member of the
Aristocrat Group's operations and potential synergies resulting from the
Recommended Acquisition; and (iii) the effects of global economic conditions
and governmental regulation on Playtech's, any member of the Playtech Group's,
Bidco's, Aristocrat's or any member of the Aristocrat Group's business.

By their nature, forward-looking statements involve risk and uncertainty
because they relate to events and depend on circumstances that shall occur in
the future. These events and circumstances include changes in the global,
political, economic, business, competitive, market and regulatory forces,
future exchange and interest rates, changes in tax rates, future business
combinations or disposals, and any epidemic, pandemic or disease outbreak. If
any one or more of these risks or uncertainties materialises or if any one or
more of the assumptions prove incorrect, actual results may differ materially
from those expected, estimated or projected. Such forward-looking statements
should therefore be construed in the light of such factors.

None of Playtech, any member of the Playtech Group, Bidco, Aristocrat or any
member of the Aristocrat Group, nor any of their respective associates or
directors, officers or advisers, provides any representation, assurance or
guarantee that the occurrence of the events expressed or implied in any
forward-looking statements in this Announcement shall actually occur. Given
these risks and uncertainties, potential investors should not place any
reliance on forward-looking statements.

Specifically, statements of estimated cost savings and synergies relate to
future actions and circumstances which, by their nature, involve risks,
uncertainties and contingencies. As a result, the cost savings and synergies
referred to may not be achieved, may be achieved later or sooner than
estimated, or those achieved could be materially different from those
estimated. Due to the scale of the Combined Group, there may be additional
changes to the Combined Group's operations. As a result, and given the fact
that the changes relate to the future, the resulting cost synergies may be
materially greater or less than those estimated.

The forward-looking statements speak only at the date of this Announcement.
All subsequent oral or written forward-looking statements attributable to any
member of the Aristocrat Group or Playtech Group, or any of their respective
associates, directors, officers, employees or advisers, are expressly
qualified in their entirety by the cautionary statement above.

Playtech, each member of the Playtech Group, Bidco, Aristocrat and each member
of the Aristocrat Group expressly disclaim any obligation to update such
statements other than as required by law or by the rules of any competent
regulatory authority, whether as a result of new information, future events or
otherwise.

Publication on website

A copy of this Announcement shall be made available, subject to certain
restrictions relating to persons resident in Restricted Jurisdictions, on
Aristocrat's website at https://power-of-play.com/
(https://power-of-play.com/) by no later than 12 noon (London time) on the
Business Day following this Announcement. For the avoidance of doubt, the
contents of this website are not incorporated into and do not form part of
this Announcement.

 

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