ISS had previously been in favour of the offer from Barinboim, which was worth up to $210m depending on certain clauses being met, before Gopher Invesments made a $250m counter offer on Friday.
Voting against Barinboim’s original offer will free Playtech’s board of any obligation they have to Barinboim, thus paving the way to continue negotiations with Gopher Investments.
ISS advised Playtech’s board to vote against the proposal, citing the board’s inability to engage with third parties, the lack of urgency to sell the business, and the undervaluation of Barinboim’s original offer.
A statement from ISS said: “This offer (from Gopher) represents a material premium to the $185 million offer (plus contingent consideration) from the consortium that signed an agreement with Playtech.
“Gopher asserts the offer will be financed from funds which are immediately available and that it is prepared to perform only limited due diligence, anticipated to take no more than three weeks, before seeking to enter into a fully binding offer for Finalto on terms that are materially equivalent to those entered into with the Consortium.