Gopher v Barimboim: $250 million dispute for Playtech’s Finalto, ex-CFH

Rick Steves

Gopher urged Playtech’s shareholders to vote against the Consortium offer at the General Meeting on 15th July 2021, in order to give the Board the ability to consummate a transaction with Gopher.

Gopher Investments, a 4.97% shareholder in Playtech and an affiliated entity of TT Bond Partners, has offered $250 million in cash to acquire Finalto, formerly known as CFH.

The offer, which is claimed to represent a 47% premium to Barimboim’s base proposal, addresses Playtech’s intention of securing a clean break by delivering full value up-front with an all-cash offer that includes no deferred or contingent component.

Gopher’s proposed valuation, $250 million, represents a 47% premium (USD 80.0 million) to the base proposal from the Consortium, $170 million, payable in cash on completion, a 35% premium (USD 65.0 million) to the guaranteed consideration in the Consortium’s proposal, and a 19% premium (USD 40.0 million) to the maximum consideration payable by the Consortium.

This analysis follows a detailed review with the assistance of TT Bond Partners, which has significant experience in evaluating investment opportunities in the technology-driven financial services sector.

TTB says the fintech industry “will continue to grow exponentially, driven by factors such as the underlying growth of financial assets globally, the low-interest rate outlook, the adoption of technology platforms for ease of execution and the rapid expansion of the emerging middle class across growth markets”.

TTB has worked with its portfolio investments on developing strategic growth plans and believes, under its ownership, Finalto would have the potential for significant additional expansion, the firm explained.

Playtech’s Board said it has limited flexibility to engage with Gopher under the terms of the sale and purchase agreement that it entered into with the Consortium on 26th May 2021.

Gopher urged Playtech’s shareholders to vote against the Consortium offer at the General Meeting on 15th July 2021, in order to give the Board the ability to consummate a transaction with Gopher.

TT Bond Partners is an investment and advisory firm based in Hong Kong, whose founders and professionals have over 30 years’ experience in the financial services industry investing and advising on over $250 billion of transactions in the US, Europe, and Asia.

TTB’s most recent investments include:
– Xen Financial, a next-generation investment platform providing fractionalised access to private markets;
– KASB, a stock brokerage in Pakistan, and creator of KTrade, Pakistan’s leading retail stock trading app;
– Finhabits, a US-based leading bilingual money app designed for Latinos’ financial success;
– Selfin, a digital microlending platform focused on financial inclusion of microenterprises in India;
– Aspen Digital, an innovative technology-driven platform that empowers asset and wealth managers to offer digital asset products with confidence, driving mass adoption of digital assets and blockchain technologies;
– Coherent, a Hong Kong based insurtech company building digital platforms for insurers;
– M7 Real Estate, a UK and EU based real estate asset manager.

Finalto offers multi-channel trading software, systems, and liquidity services in a B2B capacity to its global partner network. The firm helps retail brokers to license its proprietary trading platform, CRM software, back-office, and business-intelligence systems, and use its exclusive liquidity technology for multi-asset execution, prime brokerage services, liquidity, and trading tools.

Finalto has already over 600 clients, from more than 80 countries, spanning retail brokers, banks, hedge funds, professional traders, and asset managers, enjoying the firm’s liquidity, proprietary technology, and in-house analytics.

CFH changed its name to Finalto in line with TradeTech Group’s rebranding earlier this year. Finalto now offers a customized service for brokers depending on their size and needs, where they can acquire only a piece of tech and still add more if they wish to do so. The firm is also adding DMA equities to its offering later this year.

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