Aristocrat comes up short in its effort to secure 75% of Playtech share votes

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Less than 55% of shareholders voted to allow Aristocrat Leisure to take over Playtech Wednesday sending Playtech (PTEC.L) stocks 5% higher on news that the company would continue to consider other approaches.

Under UK takeover laws Aristocrat (ALL.AX) is not allowed to take another run at the acquisition for at least six months. It’s unclear if there is a caveat in place for a “redo” if all investors don’t follow the rules.

The deal needed at least 75% of Playtech stock to get behind the deal, but the board came up far short of gaining the level of approval needed to take the sale further.

Last week it was announced that famed Formula One boss Eddie Jordan had left the bidding arena with some reports indicating his JKO vehicle had concerns about a block of Asian investors who could scuttle any buyout deal.

Investors Amassed Stock, Stayed Mum

In late January reporting, a Playtech spokesperson talked of a non-identified block of investors who had thus far failed to engage, “meaningfully about their views… including certain investors that have disclosed or taken material positions in the company following the announcement of the Aristocrat offer.”

On Wednesday prior to announcing the results of the shareholder vote, Aristocrat Chief Executive Officer Trevor Croker said: “The absence of customary levels of engagement means that the board is approaching the court and general meetings without a clear understanding of whether these shareholders are supportive of the Aristocrat offer.

“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.

Aristocrat had earlier inquired of the UK’s Takeover Panel whether investors buying large stakes were acting in concert which could be a potential breach of rules guiding the takeover process under British law.

Regulatory reports indicate that among the top ten shareholders in Playtech increasing their share volume in the run-up to the vote are Hong Kongers, Stanley Choi, and Paul Suen. The Birmingham City soccer club is also partially owned by Suen.

Sky News is reporting that Hong Kong-based investment firm, TT Bond Partners could potentially enter or begin a new round of offers for the British online gambling giant with live gaming studios in Europe and the United States. Reuters reports that TT Bond had advised Gopher Investments earlier. Gopher is another Asian firm that owns a significant portion of Playtech’s shares.

Frenzy of Mergers & Acquisitions

Land-based gambling interests have seen a brisk recovery after a year of devastating losses due to COVID-19 lockdowns. However, online firms didn’t suffer the same restrictions and revenues swelled robustly throughout the health emergency as gamblers stayed home and new online casino visitors took to gaming as a form of entertainment while they were sidelined at home.

With the industry awash in new money as well as the novel SPAC attacks (blank check companies formed solely for takeovers) there has been a frenzy of mergers and acquisitions around the globe, especially in the online sector.

Source: Playtech shareholders reject $2.8 bln Aristocrat takeover, Reuters, February 2, 2022