Tuesday June 02,2015: PLAYTECH MOVES TO ACQUIRE TROUBLED SPREAD BETTING FIRM
Recommended cash acquisition of Plus500 Ltd by Playtech plc
The Plus500 financial spreadbetting company, currently plagued by money laundering irregularities and the close attention of the UK Financial Conduct Authority, may soon find a new home in the Playtech plc online gambling group.
The directors of the two companies, which both have Israeli roots, announced Monday that they have reached agreement regarding the terms of a recommended cash acquisition through which the entire issued ordinary share capital of Plus500 will be acquired by Playtech.
In a joint statement, the companies gave details of the acquisition, through which Plus500 shareholders will be entitled to receive 400 pence per Plus500 share in cash.
The agreement values the entire issued ordinary share capital of Plus500 at approximately GBP 459.6 million.
Playtech has explained the background to the acquisition, noting that:
* Playtech has a stated strategy to acquire profitable, regulated, highly cash generative businesses with market-leading positions.
* Following the recent acquisition of TradeFX Limited, the online CFDs and binary options broker and trading platform provider, Playtech is a natural aggregator of businesses within this sector.
* Plus500 has developed and operates an online trading platform for retail customers to trade CFDs internationally with more than 2,000 different underlying global financial instruments.
* Plus500UK ceased taking on new customers on 18 May 2015, after the UK Financial Conduct Authority required a review of its Anti-Money Laundering financial sanction systems and other related regulatory controls. That also led to Plus500UK suspending all transactions for existing customers until additional AML procedures have been completed.
* Recent events and associated publicity have meant that Plus500 has become the subject of increased scrutiny and has received additional requests for information from its regulators in the jurisdictions in which it is licensed. Whilst Plus500's products, technology and marketing skills remain strong, the recent regulatory scrutiny placed on Plus500 has highlighted the advantages of expanding the operational infrastructure to support a business of its size.
* Playtech intends to provide Plus500 with access to its technology and infrastructure, in combination with its expertise of operating a multi-jurisdictional regulated business.
* Plus500's Board now expects group revenue for 2015 to be lower than in 2014, with margins expected to be significantly lower due to maintained marketing spend.
A Playtech statement goes into the detail of the rationale for the acquisition, explaining:
* The deal represents a unique opportunity due to Plus500's market reach, advanced technology, product offering and existing customer relationships globally, which allows it to successfully attract and convert customers.
* The combination of Plus500 with Playtech's recently acquired TradeFX business will enable the combined business to maximise the market opportunity and product offering by utilising the strengths of both businesses.
* Playtech intends to provide Plus500 with CRM capabilities and expertise to maximise customer life time value and improve its standalone financial performance.
* Plus500's management have executed undertakings that they will remain with the business for a period of 12 months from completion of the Acquisition to secure a smooth transition to Playtech management.
* The acquisition is expected to be immediately earnings enhancing.
* The parties currently anticipate that the acquisition will be completed by the end of September 2015, subject to regulatory and shareholder approval.
* The deal has the support of Teddy Sagi's Brickington Trading Limited, being the largest Playtech shareholder and Plus500 founder Gal Haber and its main shareholders. Other shareholders will be provided with full information on the agreement shortly, and a general meeting will be held to vote on the deal.
* It is intended that the acquisition will be effected through a merger of Socialdrive Limited, a wholly owned subsidiary of Playtech, into Plus500 in accordance with Israeli Companies Law.
* Playtech Directors consider the acquisition to be in the best interests of Playtech and the Playtech shareholders as a whole and intend to unanimously recommend that Playtech shareholders vote in favour of the acquisition at the Playtech General Meeting which will be convened soon.
Commenting on the acquisition Monday, Mor Weizer, chief executive officer of Playtech said:
"Having recently completed the acquisition of TradeFX, the opportunity to acquire Plus500 will prove transformational for our ambitions to expand Playtech's wider offering. As an immediately earnings enhancing acquisition, the combination of the two businesses is compelling, enabling us to apply our market-leading products and services to the enlarged financial trading business as we continue to execute our growth strategy for the Group."
Plus500 CEO Gal Haber said: "We are very proud to have built Plus500 in a short time into a significant player in the CFD market. Havingbeen admitted to AIM at a share price of 115p on 24 July 2013 and paid significant dividends during this time, we believe that now is the right time to combine the business with Playtech who can provide additional infrastructure and expertise to add to our core skills in products, technology and marketing."