Playtech acquires CFH Group for $120 million

If you can’t join ‘em, serve ‘em.

Online gaming technology company Playtech PLC (LON:PTEC), which was unsuccessful last year in its attempts to buy Retail Forex brokers AvaTrade and Plus500 Ltd (LON:PLUS), is once again attempting to increase its footprint in the FX world by agreeing to acquire institutional Forex player CFH Group for $120 million.


Christian Frahm, CFH

CFH Group reported Revenue of $19.2 million and EBITDA of $5.7 million in 2015, with 2016 run rate revenue up to an annualized $29 million following a year of (mostly) organic growth.

In mid 2015 Playtech, which had earlier purchased control of Retail Forex and CFDs broker from its own controlling shareholder Teddy Sagi, came to agreements with the controlling shareholders of the aforementioned companies to acquire AvaTrade for $105 million, and Plus500 for $700 million. However both deals never made it across the finish line, with the respective regulators – FCA for Plus500 and Central Bank of Ireland for AvaTrade – rejecting each transaction. Although no reasons were formally given, we believe that the regulators did not want to have a licensed financial concern residing under the same corporate umbrella as a major player in online gaming, Playtech’s main domain.

It will be interesting to see if Playtech is going to be able to close on this deal – or at least, if it will be allowed this time to keep the regulated businesses. (In its press release, Playtech did state that ‘Playtech confirms that regulatory approval has been received’).

Within the CFH Group there is:

CFH Clearing – FX Prime brokerage and regulated by the FCA and run out of London, providing institutional clients (mainly other retail forex brokers) with multi-asset execution, Prime Brokerage services and trading technology.

CFH Systems – Technology company run out of Copenhagen, which serves Forex brokers and banks, offering end-to-end white label solutions with extensive back office access and fully customizable front-end trading platforms, supporting brokers running both STP and market making models.

Tradable – An app-based trading technology platform company, providing Retail Forex brokers with specialized trading apps to offer to clients, focused on the move toward mobile trading worldwide. Tradable recently lost one of its first and most important clients, Japan’s Monex Group. We understand, however, that Tradable is not part of the acquisition by Playtech.

Tradimo – An online trading school and education website.

Since being rejected on the AvaTrade and Plus500 deals last year, Playtech has actually scaled back its financial operations. Binary Options broker TopOption was sold to OptionsClick as was exclusively reported by LeapRate. The company restructured operations at as was exclusively reported by LeapRate, changing the way it compensated its sales and retention team while letting many if not most of those teams go in a bid to become more automated (and less vulnerable to regulators). Not surprisingly, saw Revenues drop 37% in the First Half of 2016.

Playtech put out the following press release (key items highlighted), which can also be seen here.

14 November 2016

Playtech plc

(“Playtech” or the “Playtech Group”)

Playtech enhances B2B offering in Financials division with CFH acquisition

Playtech (LSE: PTEC) today announces it has agreed to acquire Consolidated Financial Holdings A/S (“CFH”), a technology company with products including a leading Straight Through Processing (“STP”) brokerage which provides retail brokers with multi-asset execution, prime brokerage services, liquidity and complementary risk management tools. The acquisition will enhance Playtech’s position as it continues to build a B2B offering within its Financials division.

CFH’s wholly owned subsidiary, CFH Clearing Limited (“CFH Clearing”) is regulated by the Financial Conduct Authority (the “FCA”) and Playtech confirms that regulatory approval has been received.

Playtech will acquire 70% of CFH upon completion of the acquisition, which is due to take place on 30 November 2016. The remaining 30% will be subject to put and call options between Playtech and CFH’s management team, who are remaining with the business, and which can be exercised in 2019.

About CFH

CFH has proven technological capabilities and generates revenue primarily from trading volume processed through its brokerage platform, either as clearing fees or technology services. It currently has over 400 customers and partners worldwide in more than 80 countries, which service thousands of retail customers worldwide, and is considered one of the largest and most reputable B2B providers for technology and clearing in the industry.

Through its proprietary ClearVision technology, CFH’s services to customers include providing liquidity control and customisation capabilities; real time risk management tools; and cloud-based back office.

CFH Clearing is one of the top STP venues in the world with award-winning liquidity services and $1.5bn in direct interbank credit lines with tier 1 banks, liquidity providers and prime brokers including Barclays, Goldman Sachs, UBS, Jefferies and BNP Paribas. Through its relationships with liquidity providers and prime brokers, CFH is currently able to offer liquidity on approximately 110 instruments.

Revenue and adjusted EBITDA generated for the year ended 31 December 2015 was $19.2m (€17.6m)  and $5.7m (€5.2m) respectively, while recent trading has reflected an annual revenue run rate of $29.0m (€26.6m), on the back of an uplift in volume from further organic growth of the business and new customers being onboarded.

Benefits of the acquisition

There are multiple benefits in CFH becoming part of Playtech’s Financials division:

  • CFH will remain a provider of STP processing and, due to Playtech’s scale and financial strength, will be able to provide its customers with improved trading terms and more attractive margins;
  • CFH customers will have access to a deeper pool of liquidity through the addition of intra group liquidity arrangements, enabling more competitive prices and faster execution;
  • CFH will have access to the Playtech’s Financials division’s wide range of CFD instruments which CFH will be able to offer on its clearing system over time;
  • CFH’s customer base will have access to Playtech’s proprietary trading platform alongside the Playtech Group’s CRM technology, mirroring Playtech’s B2B offering in the Gaming division; and
  • CFH will benefit from Playtech’s leading technological superiority to further develop its offering and improve client experience.

Terms of the acquisition

The Playtech Group will pay up to $120m (€110.1m*) for CFH. This comprises:

  • an initial consideration of $43.4m (€39.8m*), on a cash free / debt free basis, for 70% of CFH’s fully diluted share capital, representing a multiple of approximately 7x the current EBITDA run rate; and
  • an additional consideration for the remaining 30% of CFH which will be subject to a put and call option which is exercisable in 2019 at a multiple of 6.0x CFH’s adjusted EBITDA for the year ending 31 December 2018, capped at $120m less the initial consideration ($76.6m) for the 30%.

CFH’s management will remain with the business following completion and will retain the remaining 30% of CFH which is subject to the aforementioned put and call option. Completion of the acquisition, which is subject to the satisfaction of certain conditions, is expected to take place on 30 November 2016. The acquisition is immediately earnings accretive for Playtech.

Current trading in Playtech’s Financials division

As stated last week at the time of Playtech’s event for investors and analysts, the Financials division has seen very positive signs of improvement in first time depositors and active customers in H2 2016 although overall performance has been impacted by low market volatility.

Ron Hoffman, Chief Executive Officer of Playtech’s Financials division, said:

The acquisition of CFH will strengthen Playtech’s offering in the B2B market of financial trading and provide the foundation for future acquisitions as well as to become one of the only businesses to offer proprietary, dedicated B2C and B2B platforms to clients.

CFH has proven technological capabilities and has developed not only a leading platform in the STP Brokerage industry, but also relationships with an impressive range of retail brokers operating in a variety of jurisdictions worldwide, alongside long term relationships with a suite of tier 1 banks, prime brokers and liquidity providers.

We are delighted to welcome CFH and its management team into Playtech’s Financials division and believe that the CFH brand will continue to flourish within the Playtech family.

Christian Frahm, Founder and CEO of CFH, said:

CFH’s vision was always to empower local brokerage businesses around the world, allowing them to successfully compete in their markets by providing end customers the best access to pricing, technology and tools.

Being part of Playtech gives us access to best of breed technology, significant resources and expertise to become the number one B2B provider in the industry.

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