Playtech said Wednesday it does not expect its shareholders to approve its proposed takeover by Australia’s Aristocrat.

Playtech needs approval from 75% of shares voting at its general meeting scheduled later in the day to go ahead with the 2.1 billion pound ($2.84 billion) offer from Aristocrat.

Aristocrat CEO and Managing Director, Trevor Croker, said “We are disappointed that our recommended offer to acquire Playtech plc is expected to lapse.  Notwithstanding extensive due diligence on Aristocrat’s part, developments since the announcement of our offer have been highly unusual and largely beyond Aristocrat’s control.

“In particular, the emergence of a certain group of shareholders who built a blocking stake while refusing to engage with either ourselves or Playtech materially impacted the prospects for the success of our offer, which had been recommended by the Board of Playtech plc.

“The long term interests of our shareholders are the absolute focus of M&A at Aristocrat. We will always take a highly disciplined, strategic approach to our investment choices, consistent with our customer-centric philosophy.

“Aristocrat has entered into 2022 with excellent operational momentum, flexibility and resilience with continued strong product-led performance across Gaming and Pixel United. We look forward to providing further detail to shareholders at our upcoming AGM later this month.

“From a strategic perspective, Aristocrat’s commitment to participate in the online RMG segment will not change.  In the future, online RMG capability will be one way we deliver new and connected experiences that leverage our world-leading content, and unlock additional value across Aristocrat’s portfolio while deepening customer engagement.

“Our focus now shifts to accelerating our plans for alternative online RMG scaling options, and continuing to execute our growth strategy, in a way that is consistent with our rigorous investment criteria, high regulatory standards and integrity.  We look forward to sharing more details with shareholders as we move forward” Mr Croker concluded.