REG - Aristocrat Leisure Playtech PLC - Update on Recommended Acquisition of Playtech

PlaytechAnnouncement

05/01/2022 09:10

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RNS Number : 5039X  Aristocrat Leisure Limited  05 January 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

 

5 January 2022

 

RECOMMENDED CASH ACQUISITION

of

Playtech plc ("Playtech")

by

Aristocrat (UK) Holdings Limited ("Bidco")

a wholly owned subsidiary of

Aristocrat Leisure Limited ("Aristocrat")

 

Update on Recommended Acquisition of Playtech

On 17 October 2021, the boards of Playtech plc ("Playtech") and Aristocrat
announced the terms of a recommended cash acquisition of Playtech for 680
pence for each Playtech share ("Recommended Acquisition").

 

Aristocrat notes the announcement by Playtech that it will further delay its
shareholder meetings in relation to the Recommended Acquisition from 12
January 2022 to 2 February 2022 (UK time).

 

As a result, the UK Takeover Panel has confirmed that the latest date by which
time JKO Play Limited ("JKO") must clarify its position has been moved to
5.00pm on 26 January 2022 (UK time). By this time, JKO must either announce a
firm intention to make an offer for Playtech under Rule 2.7 of the UK Takeover
Code, or announce that it does not intend to make an offer for Playtech.

 

Aristocrat's Recommended Acquisition remains the only firm offer that has been
made for Playtech.  The Recommended Acquisition provides attractive value in
cash and enhanced regulatory and financial certainty for Playtech
shareholders.  Aristocrat further notes that any other potential bidders have
already had a substantial amount of time to make an alternative proposal for
Playtech. The decision to further delay the relevant shareholder meetings
extends the period of uncertainty for all Playtech stakeholders.

 

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.  Aristocrat further confirms that the
regulatory approvals process remains well on track, and it is committed to
completing the acquisition as quickly as possible.

 

 

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.

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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