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In the latest development in the tumultuous takeover battle for Playtech plc, the company on 21 February 2022 that its CEO, Mor Weizner, and Thomas Hall, former CEO and director of Playtech, wish to team up with TT Bond Partners (TTB) and have expressed their interest in joining the investor group considering a possible takeover offer for Playtech.

Playtech’s board revealed that on 20 February 2022 ‘it was notified by Mor Weizer, Director and Chief Executive Officer of Playtech, that he wishes to explore participating in the investor group formed and advised by TTB in considering a possible offer for the Company’ and in response the board ‘will now form an independent committee consisting of the Playtech Directors excluding Mr Weizer…to consider all matters relating to any possible offer from TTB and any other M&A proposals Playtech receives.’

TTB later that it was approached by Mor Weizer, and also Thomas Hall who indicated his interest in participating in the TTB Investor Group along with Weizer, on 18 February 2022, two days before Weizer informed Playtech. TTB has agreed to explore the proposal by Weizer and Hall to participate in the investor group. TTB have ensured that any participation would be on terms compliant with the UK Takeover Code, referring to the rules which address the potential conflict of interest created when members of the management team participate in a takeover bid. The provisions of the Code particularly relevant in a management buyout situation include the requirement for independent advice pursuant to Rule 3.1, the requirement for equality of information to competing offerors pursuant to Rule 21.3 and directors' responsibility statements pursuant to Rule 19.2. For more information on the regulations governing public to private and management buyout transactions, see Practice Note: (a subscription to Lexis®PSL Corporate is required).

Playtech has been at the centre of a frenzied takeover battle for several months with a number of suitors tabling then subsequently withdrawing offers to acquire the gambling software development company. Initially a £2.7bn board recommended offer from Aristocrat Leisure Limited was agreed, however Playtech then received countering possible bids from Gopher Investments, Playtech’s second biggest shareholder (see: Potential offer for Playtech from HK investor Gopher Investments hints at possible bidding war), and consortium JKO Play, led by former Formula One team owner Eddie Jordan (see: Playtech delays Aristocrat takeover vote as JKO Play interest sparks prospect of bidding war), igniting a battle for control of the company and a possible bidding war. 

Gopher Investments dropped out of the running days later, instead agreeing to acquire Playtech's financial trading division, Finalto, for £184m, followed by JKO, who withdrew due to concerns that a group of Hong Kong-based shareholders would vote down any deal that did not meet their perceived value of the company. Aristocrat’s deal remained the last standing, however it was voted down by activist shareholders following a dramatic investors meeting which saw the scheme fail to meet the requisite 75% approval threshold, despite a favourable recommendation by the board (see: Aristocrat’s £2.7bn Playtech takeover bid blocked by activist shareholders). 

One day after the collapse of Aristocrat’s offer, Hong Kong-based TTB Partners, an affiliate of former suitor Gopher Investments, approached Playtech with a possible offer. The withdrawal of Gopher’s offer triggered a six-month restriction period binding TTB from making an offer, imposed by Rule 2.8 of the Takeover Code (for more information, see Practice Note: (a subscription to Lexis®PSL Corporate is required)). TTB requested to be released from the restriction, in a letter to the board that any offer made will be higher than Aristocrat’s recommended offer of £6.80 per share, and Playtech granted its approval.

Following the turbulent events over the last few months, Playtech’s shares have plummeted 4.7% below the £6.80 per share offer, currently reaching £6.48 per share despite consistently trading well over that threshold since Aristocrat’s offer was made in October 2021. Shares tumbled a further 1.6% on 21 February 2022, after the CEO announced he was joining forces with TTB.

Market Tracker will continue to monitor this transaction as it develops.