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Gaming Innovation Group Inc. (“GiG” or the “Company”) has today signed a Share
Purchase Agreement (“SPA”) to acquire the iGaming company Sportnco Gaming SAS
(“Sportnco”). Sportnco is one of the leading platform providers of turnkey
betting and gaming solutions for operators in regulated markets through its
inhouse developed sportsbook and PAM. The combined company will enhance and
strengthen GiG’s position as one of the industry leading platforms and media
providers with innovative and proprietary products and creating one of the
largest and fastest growing providers in regulated iGaming with an unparalleled
geographical footprint.
Combined, GiG and Sportnco will be licensed in 25 markets, currently with around
55 clients, as Sportnco’s geographical presence is highly complementary to GiG’s
current offering. Sportnco’s tier 1 sportsbook product is strong, and the
acquisition is expected to create attractive commercial, operational, and
technological synergies, as well as enable cost savings and accelerated growth.
Sportnco is estimating revenues for 2021 in excess of Euro 9 million with an EBITDA
around Euro 5 million.
The initial consideration is Euro 50.8 million, whereof Euro 23.5 million will be paid
in new shares in GiG and Euro 27.3 million in cash. In addition, GiG will assume
existing debt in Sportnco of Euro 19.2 million and there will be an earn-out of up
to Euro 23.0 million based on the Sportnco performance in 2022 and 2023.
GiG has also entered into an agreement with SkyCity Entertainment Group Limited
(“SkyCity”), whereby SkyCity will, subject to final completion of the
acquisition, invest Euro 25 million in GiG through a directed share issue at NOK
18.00 per share, that will finance the main part of the cash consideration.
Closing is expected in February 2022 and is subject to necessary approvals from
relevant gaming authorities, shareholder approval to increase the authorised
shares in GiG, bondholder approval on the rollover of loans in Sportnco, and
final approval by GiG’s Board of Directors.
Richard Brown, CEO of GiG said: “We are tremendously excited to welcome Sportnco
into Gaming Innovation Group product offering. The transaction accelerates our
long-term vision to become a global leader in the provision of platform,
sportsbook and media services to the iGaming industry. The hugely complimentary
regulatory profile and high-quality sportsbook that Sportnco have, rapidly
expands both companies short- and long-term addressable market. Herve and the
team at Sportnco have built a fantastic company over the last decade, creating a
great product and working in a range of competitive regulated markets and have a
proven track record of success. We are very excited to combine the two
companies’ offerings and accelerate our growth potential.”
Hervé Schlosser, CEO and founder of Sportnco, said “GIG and Sportnco really have
the perfect match both in terms of product and geographical areas of business
but also as they share the same corporate values. I am excited by the sales
potential of our combined offerings. Sportnco sportsbook will add strength and
attractiveness to the offer of GIG and our mutual PAM solutions will enable us
to cover European and American regulated markets for all our existing and future
clients.”
SkyCity’s CEO, Michael Ahearne said “we are excited that SkyCity is expanding
its strategic partnership with the GiG team. GiG is an established online
operator who we have come to know well since partnering in mid-2019 to launch
the SkyCity Online Casino. The partnership has provided SkyCity with access to a
complementary and high-growth gaming category and has enabled us to pursue an
omnichannel strategy. The combined GiG/SportNCo business will be licensed or
certified in over 20 jurisdictions, including growth markets such as the US,
Canada and Latin America. We are delighted to support GiG in the financing of
the transaction, becoming a major shareholder and helping GiG execute on its
strategic vision through representation on the Board. Importantly, the equity
investment builds our digital capability and strengthens our strategic alignment
with GiG.”
Richard Brown adds: “we are also delighted to bring on SkyCity as a new
shareholder, a company held in high-regard within the land-based segment of the
industry,. Both companies’ outlook and focus around the ever-evolving
digitalisation of gambling is expected to enable strategic gains, with GiG
benefiting from decades of retail experience to finetune our offering and
SkyCity benefiting from first-hand digital experience that GiG holds, and new
opportunities brought about by the transaction with SportNCo.”
Sportnco
Sportnco is an independent sports betting and iGaming business with
international presence in Europe, South America and the US through a combination
of tier 1 clients and strong local players. The company has been successful in
entering into new geographical markets and currently has around 40 partners
working in 12 countries across Europe and Latin America and currently being
launched in new regions in North America.
The company started in 2008, and is a specialist in online sports betting for
regulated markets, starting in France, then Spain and expanding to other markets
as their sports betting activity was getting regulated. The company has
developed its own proprietary betting platform, offering a complete live and pre
-match betting offer on more than 50 sports. It includes an experienced team of
sports traders who perform betting quotation and counterparty risk management to
deliver both attractive odds and high level of margin. Sportnco operates the
leading B2B betting networks in France and Spain and is active in other European
jurisdictions such as Belgium, Portugal, and Greece, as well as in South America
and the US. The company has been developing a responsible gaming policy since
its launch, which has led it to be present only in highly regulated markets.
Sportnco’s platform offers a player account management (PAM) system that enable
its clients to launch a complete offer of online casino games, sports betting,
poker and bingo, as it is connected to more than 40 game providers. This
powerful technological integration tool allows operators to manage all the key
aspects of their activities: players KYC, CRM and bonusing, regulatory report
through its proper digital vault.
Its shareholders are made up of several French private investors, alongside the
CEO and founder of the company, Hervé Schlosser, who is the main shareholder of
Sportnco, and the institutional investor BNP Paribas Développement who entered
in 2019. Sportnco has offices in Toulouse (France), Madrid and Barcelona
(Spain), and currently employs around 130 people, led by an experienced
management team made up of industry veterans.
SkyCity
SkyCity Entertainment Group Limited (“SkyCity”) is New Zealand’s largest
tourism, leisure and entertainment company and is dual listed on the New Zealand
and Australian stock exchanges (with a market capitalisation of around NZ$2.3
billion)
SkyCity operates integrated entertainment complexes in New Zealand (Auckland,
Hamilton and Queenstown) and in Adelaide, Australia, featuring casino gaming
facilities, tourist attractions, premium restaurants and bars, as well as award
-winning hotels. SkyCity recently completed an A$330 million refurbishment of
its Adelaide property and is currently developing an International Convention
Centre and new hotel adjacent to its flagship property in Auckland (total cost
around NZ$750 million).
In August 2019, SkyCity Online Casino was launched on GiG’s platform, an
offshore online gaming business for New Zealanders, as a logical extension of
its land-based casino operations. The platform has resonated with customers
since launch with LTM revenue to 30 September 2021 of around NZ$37 million and a
significant active customer base. GiG’s partnership with SkyCity has provided it
with access to a complementary, high-growth gaming category and allowed it to
pursue an omnichannel strategy.
The Acquisition
GiG will acquire 100% of the shares in Sportnco Gaming SAS for an initial
consideration of Euro 50.8 million, whereof Euro 23.5 million in new shares in GiG and
Euro 27.3 million in cash. The share price will be determined by the VWAP of the GiG
share 10 days prior to closing. The shares will be subject to a 6-month lock-up
period. The acquisition implies an enterprise value of Sportnco of Euro 70 million,
including around Euro 19.2 million in existing long term loans with French banks
that will be rolled over.
The sellers are entitled to a two year earn-out based on the performance in 2022
and 2023 with up to Euro 11.5 million per year. The earn-out will be paid 50% in
cash and 50% in new shares in GiG, where the number of shares to be issued shall
be based on a 10-day VWAP of the GiG share at the time of payment, expected in
April 2023 and April 2024.
The number of outstanding shares of GiG as of today is 96,675,626 (98,415,626 on
a fully diluted basis), and the number of authorized shares is 110,000,000. By
assuming today’s EUR/NOK exchange rate and a share price of NOK 18.00, GiG will
issue around 14.1 million new shares to SkyCity and around 13.2 million new
shares to the shareholders of Sportnco. After the issuance of the new shares,
the number of outstanding shares in GiG is estimated to be around 124.0 million,
whereof SkyCity will hold around 11.4% and the shareholders of Sportnco 10.7%.
Sportnco has 57 shareholders whereof the largest being its CEO and founder its
CEO and founder Hervé Schlosser (15.6%), Olivier Marchal, President at Bain&Co
France, (9.1%) and BNP Paribas Développment (6.5%), and these will hold
approximately 1.7%, 1.0% and 0.7% respectively in GiG after closing.
GiG will call for a special meeting of shareholders to be held on or about 18
January 2022 to approve to amend the certificate of incorporation to increase
the number of authorized shares from 110,000,000 to cater for the acquisition,
and to approve the increase the board of directors from 6 to 7 and to nominate
one representative of SkyCity to the board of directors of GiG.
To keep key employees in Sportnco, a 3-year option program will be entered into,
whereby the option holders, pending continued employment, will receive shares in
GiG at future VWAP valuation up to a total aggregate value of Euro 4 million.
Bond
The acquisition requires the bond terms to allow for roll over of the current
long-term loans in Sportnco. GiG also plans for a tap issue of up to SEK 100
million ( Euro 10 million) to finance part of the up-front cash consideration. GiG
has engaged in discussions with its largest bondholders and received indicated
support for the required amendments from investors representing approximately
59% per cent of the outstanding bond volume. The formal voting process to amend
the bond terms will be announced in the beginning of January.
Investor presentation and webcast
CEO Richard Brown will present the acquisition via livestream at 13:00 CET
today. The presentation will be followed by a Q&A-session, and investors,
analysts and journalists are welcome to participate. The presentation will be
given in English.
Join the presentation: GIG - Pressconference 2021
Call in: +46 856642651 or +44 3333000804 - pin: 57637134#
For further information, please contact:
Richard Brown, CEO GiG, richard.brown@gig.com, +34 661599025
Herve Schlosser, CEO Sportnco, herve.schlosser@france-pari.org
Ben Kay, GM Strategy & Investor Relations, SkyCity, ben.kay@skycity.co.nz
This information is information that Gaming Innovation Group Inc. (GiG) is
obliged to make public pursuant to the EU Market Abuse Regulation. The
information was submitted for publication, through the agency of the contact
person set out above, at 08:00 CET on 22 December 2021.
About Gaming Innovation Group (GiG)
Gaming Innovation Group is a leading iGaming technology company, providing
solutions, products and services to iGaming Operators. Founded in 2012, Gaming
Innovation Group’s vision is 'To be the industry-leading platform and media
provider delivering world-class solutions to our iGaming partners and their
customers. GiG’s mission is to drive sustainable growth and profitability of
our partners through product innovation, scalable technology and quality of
service. Gaming Innovation Group operates out of Malta and is dual-listed on the
Oslo Stock Exchange under the ticker symbol GIG and on Nasdaq Stockholm under
the ticker symbol GIGSEK. www.gig.com
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