Posted 3/10/11 : Online gambling software provider expands its scope in Euro 140 million deal
The Isle of Man-based online gambling software provider Playtech plc has expanded its industry influence with the acquisition of B2B services provider PT Turnkey Services Limited from Worldwide Online Enterprises Ltd. for an initial cash consideration of Euro 140 million.
The agreement is subject to regulatory and other approvals, and is due to complete on 30 June 2011. On completion, PTTS, a newly incorporated holding company established in connection with the acquisition, will own a group of new companies which will own the assets carrying out a range of complementary B2B online gaming service operations that provide support to the Playtech licensees.
In a statement Thursday, the company notes that it has seen a significant increase in the demand for a turnkey solution in regulated markets and the clear competitive benefits of being able to offer a full turnkey service to existing and potential licensees.
The acquisition allows the Playtech to own outright a wide range of affiliate service providers which already provide services to the group's licensees, ownership of which will significantly enhance its commercial proposition and competitive position in the expanding online gaming marketplace.
The deal will also enable Playtech to be a single source supplier of online gaming solutions, particularly to the growing number of new entrants targeting regulated online markets. These opportunities are in line with Playtech's strategy to focus on regulated markets which are expected to be the most important in the changing gaming industry.
The consideration has been structured to enable payment out of existing resources and future cashflows and incorporates an element dependent on the future performance of the newly formed PTTS group. The initial consideration of Euro 140 million will be paid in cash in broadly equal half yearly non-interest bearing instalments over a period of 30 months following completion in June 2011.
Further consideration based on the new PTTS group’s performance in the 3 years following the completion of the integration process will become payable in cash, to the extent that 7 times the adjusted EBITDA of the PTTS group for 2014 exceeds the initial consideration, capped at Euro 140 million and paid in four broadly equal non-interest bearing instalments over the 18 months following the determination of the additional consideration
The Playtech statement notes that the acquisition is expected to be earnings accretive for the group, on an adjusted earnings basis, in 2011 and thereafter, targeting over 13 percent adjusted earnings accretion by 2012.
In the twelve months to 31 December 2010, the assets and businesses that will be comprised within the PTTS group achieved unaudited revenues of Euro 90.2 million with EBITDA of Euro 18.9 million. As at 31 December 2010, the assets and businesses had unaudited net assets of Euro 61.6 million.
The annualised run rate in the second half of 2010, which excludes revenues and profits from France, gives pro-forma unaudited annual revenues of Euro 81.4 million and EBITDA of Euro 19.2 million after stripping out one-off items.
A Playtech spokesman explained that once implemented, the deal will see the PTTS group providing marketing and ancillary services to operators of online gaming businesses.
These will comprise four separate service divisions – marketing, operations, payment advisory and network management – and will employ over 850 staff, the majority of which are based in Bulgaria and the Philippines.
The marketing services division has 5 clients – 4 of which are in regulated or soon to be regulated markets, all of which are existing Playtech licensees, and the remaining divisions have contracts with over 60 clients. The PTTS group and Playtech share a common client base, and the former is additionally in advanced discussions with a number of potential licensees in regulated and soon to be regulated markets
The integration of the businesses is anticipated to be completed by the end of Q4 2011. Playtech will assume responsibility for all functions from completion and the business will report as a separate division
Playtech has declared the interest of one of its main shareholders, Teddy Sagi, pointing out that the acquisition constitutes a related party transaction under Rule 13 of the AIM Rules, as the Worldwide Online Enterprises Ltd is beneficially owned by Sagi, who through Brickington Trading Limited, owns 40.4 percent of the issued share capital of the company.
Commenting on the acquisition, Mor Weizer, chief executive officer of Playtech, said:
"The increasing opportunities for Playtech to provide its services in regulated markets have significantly increased the strategic and commercial rationale for these affiliate businesses to be part of Playtech.
"Integrating these affiliate businesses into the group will enable us to provide current and future customers with a full service market leading offering. Playtech will be able to provide its licensees with a range of services up to a full turnkey solution for all their online gaming needs. This makes our proposition particularly attractive to those businesses looking to operate in newly regulated markets and wanting a fully functioning and highly competitive offering from day one.
"This is a highly complementary acquisition, allowing Playtech to integrate market leading support services into its primary technology and content provision business. It represents excellent value, is earnings accretive for our shareholders and has a significant performance related element of the consideration to be funded out of future cashflows.
"The acquisition provides an immediate and growing revenue stream in its own right. Having worked intimately with these affiliate businesses over a long period of time, we can take great comfort around a successful integration and are excited by the prospects for the enlarged group."