Proposed Acquisition of Snaitech S. p. A by Playtech plc for 846m Funded by Cash and New Debt
Proposed Acquisition of Snaitech S.p.A by Playtech plc for €846m Funded by Cash and New Debt
The Board of Directors of PlayTech PLC (Playtech or the Company) is pleased to announce that Playtech has reached agreement with certain shareholders of Snitech S. P. A (Snitech) for the acquisition of approximately 70. 6% of the capital of Snitech, the manufacturing shareholders (the "Initial Acquisition").
Upon completion of the Initial Acquisition, Playtech will be required to make a mandatory offer to absorb all of the remaining shares of Snitech (the "Mandatory Underwritten Offer" and together with the Initial Acquisition, the "Transaction"). Completion of the Initial Acquisition is subject to certain regulatory and shareholder approvals and is expected to occur in the third quarter of 2018, with the closing of the entire transaction expected in the fourth quarter of 2018.
Key strategic points
- Create a vertically integrated retail and online gaming leader in Italy, with a mastery of all products from land to online and a vertically integrated proprietary technology;
- Focus on investing in profitable high decline businesses with strong management teams, similar DNA and attractive financial returns, in line with Playtech's strategy;
- Significantly increase Playtech's revenue mix to regulated markets: 78% of the enlarged group's 2017 revenue steps fall in regulated markets;
- Provide a strong presence in Italy, Europe's largest growing gaming market, a fragmented market and relatively internet underdeveloped;
- Space}Build on Playtech's past success in developing online markets with structured contracts;
- Combining two leading B2B/B2C market players with strong brands and scalable services provides Playtech with further organic growth potential and greater freedom of strategic action.
- Snaitesh's main strengths and competitive advantages are:
- Snaitesh's main strengths and competitive advantages are:
- Leading position in the retail fare market, the most extensive slot machine network in Italy and a strong position online;
- Space}Clear competitive advantages supported by strong brands and an extensive franchise-based distribution network;
- Proprietary technology that complements Playtech's technology platform.
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- Key financial indicators
- In 2017, sales reached 890 million euros and Ebitda Snaitesh reached 136 million euros;
- The total acquisition was 846 million euros [1], and the estimated EV/EBITDA index (before synergy) was 6. 2 times;
- The expected annual effects of the synergy of expenses are 10 million euros, and the revenue synergy is 100 million euros;
- This transaction is covered by existing foreign currency funds and new borrowings;
- Leverage of the collapsed debt of the group, which is less than 1. 5 times that of the 2017 EBITDA [2], and
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A significant expansion of EBITDA [3] and an increase in tw o-digit promotion benefits.
1. A 429 million euros failed debt, 7 million euros pension promises and euro (2), a 413 million euros of 413 million euros, Snaitech, which is located in a normal share fund Based on the price of 100 % shared implication.
2. Excluding convergent bon d-type PlayTec corporate bonds.
3. Based on the 2017 promotion
Mo Viser, CEO, said:
"The acquisition of Snaitech is considered to be the continuation of investment strategies for major retail brands in a rapidly growing regulatory market. This acquisition will improve the characteristics and diversification of group profits by taking advantage of the PlayTech balance. This is in line with the strategic goal of the Board of Directors, which secures access to the fas t-paced final market.
PlayTech is always at the forefront of the industry, and the acquisition will assign an opportunity to create a blessed B2B2C operator in Europe's largest game market and provide important prizes to shareholders. "
Fabio Skyvolin, the Snaitech's highest executive officer, states:
"This acquisition will sign a SNEITECH contract as the first and more popular brands in Italy, and guarantee important awards for our shareholders. The complexity of Play Tech's skill is that we are happy to be able to participate in the PlayTech team in the rapidly growing and crowded Italian market. I look into it in the future.
Demonstration, web broadcasting, telephone conference
More Viser, Economic Director of PlayTech, and Andrew Smith, Economic Director, will give presentations for experts and traders at UBS, 5 Boadgate, London, EC2M 2QS Office.
The pattern of this presentation will be distributed to the relevant site by live and o n-demand:
You can also see the presentation in the Direct Conference Communication Mode:
Phone number (UK): 020-3936-2999
Phone number (rest of the world) +44-20-3936-2999
Conference ID: 562011
Review (valid for 1 week)
Login number (UK): 020-3936-3001
Login number (US): +1-845-709-8569
Phone number (rest of the world) +44-20-3936-3001
Conference ID: 617171
A live video stream will also be available on Playtech's website after the conference call. For further information please contact:
Playtech Inc. +44(0)16-2464-5954
Mo Weiser, Managing Director
Andrew Smith, CFO
James Newman, Head of Investor Relations
UBS Limited (Financial Advisor, Sponsor and Corporate Broker to Playtech) +44(0)20-7567-8000
Goodbody Stockbrokers (Corporate Broker to Playtech) +44(0)20-3841-6220
Headland (PR Consultant to Playtech) +44(0)20-3805-4822
Morrow Sodali S. p. A. (Global Information Agent)
For enquiries regarding the Offer please contact opa. snaitech@morrowsodali.
Domestic (Toll Free): 800-198-926
International: +39-06-4521 - 2832
Snaitech Company Review
Snaitech is one of the leading operators in the Italian gaming and gambling market with a wide portfolio of concessions granted by the Italian gaming regulator, Agenzie delle Dogane e dei Monopoli (ADM). Snaitech offers a wide range of games and gambling products, including slot machines, sports betting, race betting, virtual events, online sports betting, skill games and casino. Snaitech is fully regulated in the markets in which it operates.
In particular, Snaitech has one of the largest gaming and gambling machine networks in Italy, including more than 1. 600 betting points, around 54. 000 AWPs and 10. 000 VLTs. For the financial year ended December 31, 2017, Snaitech had total revenues of €890 million, EBITDA of €135 million, profit before tax of €41. 6 million and net profit of €27 million. As of December 31, 2017, Snaitech had total assets of €934. 7 million. As of the end of December 2017, Snaitech had 848 employees.
Playtech Business Review
Founded in 1999 and listed on the Main Market of the London Stock Exchange, Playtech is a market leader in gaming and financial trading.
PlayTech is a leading provider of software and services to globally regulated online, retail and mobile operators, land-based casinos, lotteries and other national authorities, as well as new entrants operating in new regulated markets. Its gambling software, based on business analytics, includes casino, live casino, bingo, poker and sports betting.
The company is a pioneer in the omni-canal gambling business, providing operators and their customers with an uninterrupted gaming experience, anytime, anywhere, on any product, on any channel (online, mobile, retail) and on any device, with one score and one wallet, with the help of PlayTech One. The company offers marketing research, complex CRM solutions and other services for operators looking for a comprehensive turnkey solution. Playtech Financial unit, known as Tradech Group, operates in both B2C and B2B segments.
Playtech has around 5, 000 employees in 17 countries.
Strategic and Financial Justification for the Transaction
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Snaitech Manager Team
The Snaitech top manager team has human resources with huge skills in the Gambling Betting industry in Italy. CEO Fabio Skyavolin is one of the founders of COGEMAT, and Cogemat has transformed from a small operator to a recognized player in the Italian gambling market. Later, in 2015, Snaitech acquired Kogemat and strengthened the Snaitech Management Team by integrating the Kogemat Group's skilled top manager into the Snaitech Management Team.
With this transaction, Play Tech and Snaitech can utilize the major knowledge and skills of both management in the formation and rising in the appropriate market. The two manager teams also have successful skills in the integration of new businesses that have been acquired later.
Other major members of Fabio Skyavolin and Snaitech Top management are saved as part of the transaction, and PlayTech will remain as Skyavolin as Snitech's general manager.
Main status of transactions
First acquisition
The first acquisition between our buyer, the indirect subsidiary of our company, pluto (Italia) S. P. A. (hereinafter "buyer"), and the first acquisition between Global Games S. P. A., a guarantor of the buyer's debt, and Oi Games S. A. ("seller"). The buyer has agreed to obtain all Snaitech shares held by the seller for 291 million euros (hereinafter referred to as "pay").
The first acquisition completion is (i) Approval of transactions by the Shareholder of PlayTech, if necessary according to the application method, obtain necessary consent from the corresponding monopoly authorities, and (III) Italian gambling regulations. By obtaining consent to ADM transactions, the authorities. If these conditions are not satisfied until August 9, 2018, or by this date, which may be extended by the request of the buyer or the Global Games S. P. A, the contract between the buyers and the seller will end.
The SPA also stipulates the right to withdraw from transactions in favor of PlayTech if a serious adverse effect (in line with contract definitions) until the first acquisition is completed.
Proposal of forced allocation
Once the first acquisition is completed, the buyer will be 70. 561 % of the shares with Snaitech voting rights, and will need to make a forced proposal for absorption. PlayTech plans to notify the consob immediately after the first acquisition is completed, and declare the duty to make a forced absorption proposal.
Forced absorption proposals must be made at a stock price that is less than the highest prices paid by the buyer (or those who act in cooperation with the buyer) in the 12 months before the Consob's proposal notice. Therefore, the buyer will forcibly propose absorption of consent based on the first acquisition of 2, 19 euros per share in cash.
The forced absorption offer aims to split Snaitech. In the end, if the division is not realized and the division is not realized due to a forced absorption proposal, division can be achieved by merging between Snitech and the buyer.
Transportation amount
- {Space} < SPAN> The buyer, the indirect subsidiary of the Company, pluto (Italia) S. P. A. (hereinafter "buyer"), and the games S. P. A., a guarantor of the buyer's debt, and Oi Games S. A. (hereinafter "seller") Regarding the first acquisition, the buyer agreed to obtain all Snaitech all stocks held by the seller for 291 million euros (2, 19 euros per share) (hereinafter referred to as "paid").
- The SPA also stipulates the right to withdraw from transactions in favor of PlayTech if a serious adverse effect (in line with contract definitions) until the first acquisition is completed.
- Once the first acquisition is completed, the buyer will be 70. 561 % of the shares with Snaitech voting rights, and will need to make a forced proposal for absorption. PlayTech plans to notify the consob immediately after the first acquisition is completed, and declare the duty to make a forced absorption proposal.
- The forced absorption offer aims to split Snaitech. In the end, if the division is not realized and the division is not realized due to a forced absorption proposal, division can be achieved by merging between Snitech and the buyer.
- The transaction amount paid for 100%of Snaitech's right of rights is as follows:
{Space} The first of the buyer, the indirect subsidiary of the Company, S. P. A. (hereinafter "buyer"), and the first "buyer"), the guarantor of the buyer's debt, the Global Games S. P. A. and OI Games S. A. Regarding the acquisition, the buyer has agreed to obtain all Snaitech all stocks held by the seller with a 291 million euros (2, 19 euros per share) (hereinafter "paid").
The first acquisition completion is (i) Approval of transactions by the Shareholder of PlayTech, if necessary according to the application method, obtain necessary consent from the corresponding monopoly authorities, and (III) Italian gambling regulations. By obtaining consent to ADM transactions, the authorities. If these conditions are not satisfied until August 9, 2018, or by this date, which may be extended by the request of the buyer or the Global Games S. P. A, the contract between the buyers and the seller will end.
The SPA also stipulates the right to withdraw from transactions in favor of PlayTech if a serious adverse effect (in line with contract definitions) until the first acquisition is completed.
Proposal of forced allocation
Once the first acquisition is completed, the buyer will be 70. 561 % of the shares with Snaitech voting rights, and will need to make a forced proposal for absorption. PlayTech plans to notify the consob immediately after the first acquisition is completed, and declare the duty to make a forced absorption proposal.
Forced absorption proposals must be made at a stock price that is less than the highest prices paid by the buyer (or those who act in cooperation with the buyer) in the 12 months before the Consob's proposal notice. Therefore, the buyer will forcibly propose absorption of consent based on the first acquisition of 2, 19 euros per share in cash.
The forced absorption offer aims to split Snaitech. In the end, if the division is not realized and the division is not realized due to a forced absorption proposal, division can be achieved by merging between Snitech and the buyer.
Transportation amount
The transaction amount paid for 100%of Snaitech's right of rights is as follows:
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1, 87 euros Snaitech-Bonus of volume within 17, 0 % (one day before the actual announcement) based on the cost of promotion;
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The volume bonus within 27 and 0 % is based on the cost of the intermediate promotion nighttech for 3 months;
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Total price of the normal promotion of Snitch, about 413 million euros;
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Snaitech's total price 846 million euros [4];
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Past magnification EV/EBITDA Transactions in 201 7-6. 2x [5].
Transaction funding
PlayTech raises funds in this position by covering the refinance of existing Snitech debt. Euro ("financing for this transaction").
As a result of this transaction, the enlarged group has a clean debt leverage of 1. 5 times less than the 2017 EBITDA (excluding the Play Tech conversion corporate bonds), and a powerful currency jet to repay debt in the medium term. ・ It is expected to have a profile.
PlayTech is planning to raise funds through new transaction funding by entering the debt market next time, and now PlayTech has a sustainable lon g-term cash structure for the expansion group. We use a common powerful profile of both companies, which have the ability to hurry to acquire the credit rating of suicide.
Dividend politician Play Tech
4. 429 million euros-based non-successful debt, 7 million euros promised pensions and (2) investment in the affiliated company of the euro.
5. 135, 9 million euros are based on the EBITDA SNAITECH indicator in 2017.
As a result, PlayTec h-Transactions do not expect a change in modern political dividend political figures adopted in 2016.
Current transaction of Play Tech
PlayTech's current trading characteristics correspond to the updates presented in the announcement of the absolute year results on February 22, 2018, and the company's instructions are still subsequent improvements and 2018. I am convinced that the increase is good.
Snaitech's current transaction
Snaitech's current trading characteristics are respected by the latest information published in the absolute year's financial report on March 16, 2018.
Expected trading schedule