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Playtech plc acquiring TradeFX

Online gambling software group to acquire 91 percent stake in TradeFX.
Playtech plc, a primarily online gambling software provider, announced Thursday that it is to further its diversification strategy with the acquisition of a 91.1 percent stake in TradeFX, an online CFDs and binary options broker and trading platform provider.
A stock exchange statement by Playtech said the move represents a strategic entry into a new and growing vertical.
The consideration payable comprises an initial cash payment of Euro 208 million and an earn out payment of up to Euro 250 million based on future performance.
In its statement, Playtech highlights the following advantages flowing from the deal:
* Compelling opportunity to enter growing and complementary vertical driven by similar core competencies;
* Directly in line with Playtech's strategy to acquire profitable, regulated, highly cash generative businesses with market-leading positions;
* Experienced management team, with a proven track record, who will remain with the business;
* Consideration at attractive multiple of up to 8x adjusted EBITDA;
* Business at inflection point with current annualised EBITDA run rate significantly ahead of 2014;
* Acquisition immediately significantly earnings enhancing;
* Acquisition is classified as a related party transaction;
* Major Independent Shareholders approached; positive response received with indicative support of approximately 23.3 percent. of Ordinary Shares held by Independent Shareholders;
* Brickington Trading Limited, Playtech's largest shareholder, agrees to 12 month lock-up in respect of its Ordinary Shares;
Describing TradeFX, the Playtech statement claims it was founded in 2009,  has a staff of 500 and offices in five countries, profitably providing services in more than 100 countries and in over 25 languages, with both B2C and B2B offerings.
Its principal B2C brand is, and it has proprietary technology and CRM capabilities focused on increasing customer conversion rates and maximising customer lifetime value.
The enterprise, which operates in a dynamic but fragmented sector, has similar characteristics to the gambling industry, providing Playtech with access to consolidation opportunities, the statement notes, adding that the business enjoyed a 2014 EBITDA of $34.9 million with high ca sh conversion and a grouip margin of around 40 percent..
Commenting on the transaction, Playtech CEO Mor Weizer said Thursday:
"I am delighted to announce the proposed acquisition of TradeFX which provides entry into a highly complementary new market vertical where our combined operational superiority will enable exciting growth opportunities.
"In addition to being immediately and significantly earnings enhancing, the payment terms for the acquisition are weighted towards future financial performance of the business. TradeFX's proven management team has a strong cultural fit with our business and is incentivised to stay with the enlarged Group. We look forward to working with them to create additional shareholder value.
"The acquisition adds weight to the strong momentum with which we have started the year and which has continued throughout the first quarter. Following the acquisition, Playtech will retain significant resources to continue to pursue further acquisition opportunities. We will provide a further update on trading performance in our quarterly trading update which will be announced later this month."
Canaccord Genuity is acting as sole sponsor and joint financial adviser to Playtech in connection with the TradeFX transaction. UBS Investment Bank is acting as joint financial adviser to the company.

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