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Case study

NetPlay TV plc

Location: UK

Deal Type: Recommended, all cash, offer for NetPlay TV plc by Betsson AB (publ) via a scheme of arrangement

Deal Size: £26.4m

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Following a decision by NetPlay’s board of directors (the “Board”) in May 2016 to undertake a private sale review process as a result of, inter alia, an unsolicited third party approach and increasing industry headwinds, Strand Hanson was engaged as Joint Financial & Strategic Adviser, alongside its partner, gaming-sector experts, Oakvale Capital LLP (“Oakvale”) to work with Shore Capital and Corporate Limited (“Shore”), the Company’s existing Nominated Adviser, to advise the Board on, inter alia, strategy and timetable for the sale process, negotiations with potential offerors, valuation and documentation.

During Q3 and Q4 2016, as a result of the targeted sales process, the Company received a number of confidential proposals from potential offerors, which Strand Hanson, Oakvale and Shore assisted the Board in evaluating and negotiating, in order to maximise competitive tension until the best possible offer proposal had been garnered.

Once an offer acceptable to the Board of NetPlay was received, Strand Hanson was formally appointed Rule 3 Adviser, pursuant to the UK Takeover Code, to provide the requisite fair and reasonable opinion, in conjunction with the Board, to NetPlay shareholders. Strand Hanson, as a long-standing independent adviser, with both significant experience of Rule 3 work and, as a result of its partnership with Oakvale, of the online gambling sector, was ideally placed to undertake the critical Rule 3 role.

Ultimately, the offer from Betsson was selected as the Board’s preferred bidder in late 2016, culminating in the release of a firm offer announcement on 2 February 2017, with the transaction valuing NetPlay’s equity at £26.4 million and structured as a scheme of arrangement, to provide maximum certainty to Betsson. The transaction completed on 31 March 2017.