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Zeal Network SE Announces Takeover Offer For Germany’s Largest Private Digital Lottery Broker Lotto24 AG

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Zeal Network SE Announces Takeover Offer For Germany’s Largest Private Digital Lottery Broker Lotto24 AGReading Time: 5 minutes

 

  • The transaction will create a digital lottery group with currently more than 5 million combined customers globally, current combined billings of about EUR 500 million, and a diverse international footprint
  • The combined group will build on the existing position of Lotto24, discontinue the German secondary lottery business of Tipp24 and transform it to a locally licensed online broker. The companies jointly aim to accelerate growth of online brokerage in the EUR 8.7 billion German lottery market
  • The all-share takeover delivers significant benefits for shareholders with expected cost synergies of EUR 57 million per year, strong future cash generation, and a reduced risk profile
  • The transaction strengthens the German lottery market and returns to federal states and their lottery beneficiaries
  • ZEAL expects to offer one new ZEAL share for ca. 1.6 Lotto24 shares, reflecting the ratio of the volume-weighted average prices of ZEAL and Lotto24 shares over the past three months
  • ZEAL has secured irrevocable commitments to accept the offer from major shareholders representing approximately 65% of Lotto24 shares

 

ZEAL Network SE (“ZEAL”) announced an all-share voluntary takeover offer for Germany’s largest private digital lottery broker, Lotto24 AG (“Lotto24”). On completion, the transaction will create a digital lottery group with currently more than 5 million combined customers globally, current combined billings of about EUR 500 million, and a diverse international footprint.

In the context of the deal, and consistent with its renewed strategy to de-risk its business model and focus on locally-licensed businesses, ZEAL intends to transform its German secondary lottery business into a locally licensed online brokerage model after reacquiring control of its myLotto24 and Tipp24 subsidiaries and, in due course, to relocate ZEAL to Germany. The transaction will significantly strengthen the German lottery market and expand returns to federal states and their lottery beneficiaries.

 

A strong platform for accelerated growth and shareholder value creation

The transaction combines the strong balance sheet, high-quality loyal customer base, and technological capabilities of ZEAL with the proven expertise of Lotto24 in the German lottery brokerage market. The enlarged Group will be in a unique position to accelerate online brokerage growth in the German lottery market.

The Group will also continue to pursue its international growth ambitions, building on the existing, diverse international portfolio (UK, Ireland, Spain, Norway, and Netherlands) and global development pipeline of ZEAL, with the aim of creating long-term growth and sustained shareholder and customer value.

ZEAL believes that the change to its business model in Germany will deliver significant benefits to ZEAL shareholders in the medium term as a result of reduced operational, tax and regulatory risk as well as improved growth potential. As part of the business model change, ZEAL has taken the decision to discontinue certain products and to focus on less volatile brokerage income in the German market, resulting in net annual run-rate revenue dis-synergies of ca. EUR 107 million, which is expected to be compensated for over time through accelerated growth of the enlarged Group. The combination with Lotto24 is also expected to deliver annual run-rate cost synergies of c. EUR 57 million through greater platform efficiencies and significant reductions in other operational costs. Further details of these revenue dis-synergies and cost savings are set out in Appendix A to this announcement.

In addition, ZEAL management has identified further cost savings of approximately EUR 4 million, which do not arise as a consequence of the transaction and sees additional potential future upside.

 

Dr Helmut Becker, CEO of ZEAL, said:“ZEAL will reunite with Germany’s largest digital lottery broker. We will have a significantly enlarged, loyal customer base, strong technology and marketing platforms, and an exceptionally experienced team. Together with our plans to regain control of Tipp24 and transform its German business models, this puts us in an excellent position to accelerate online growth in both the EUR 8.7 billion German lottery market and EUR 270 billion global lottery sector – as a locally-licensed broker, licensed operator, and lottery investor. This transaction is good for shareholders, good for customers, and good for the German federal states and their lottery beneficiaries. We have held initial, constructive conversations with Lotto24 and look forward to further engaging with the management to achieve a successful combination of the businesses. We also look forward to a successful and constructive cooperation with Germany’s state lotteries and invite all shareholders to join us on this journey.”

 

Since its IPO on the Frankfurt Stock Exchange in 2012, Lotto24 has grown rapidly. In 2017, Lotto24 generated billings of EUR 220.7 million and revenues of EUR 25.2 million. In October 2018, Lotto24 upgraded its full year guidance, anticipating billings’ growth of between 38% and 43% for 2018. In the first nine months of 2018, the company increased billings by 43% to EUR 235.9 million, revenues grew almost 50% to EUR 28.1 million, and the total number of registered customers rose by 36% to 2.04 million.

ZEAL has nearly two decades’ experience as an online lottery operator, reseller and investor. In 2017, ZEAL delivered billings of EUR 280.5 million and revenues of EUR 134.3 million. In the first nine months of 2018, billings increased 5% to EUR 212.4 million, revenues rose by 19% to EUR 111.2 million, and the number of new customers grew by 54%, taking the total number of registered customers of the Group to more than 3.5 million.

 

Transaction supported by major Lotto24 shareholders

ZEAL will offer Lotto24 shareholders the opportunity to exchange their Lotto24 shares for shares in ZEAL. The offer consideration will reflect the ratio of the volume-weighted average share prices of both Lotto24 and ZEAL over the past three months before announcement of the transaction. Subject to the final determination of the minimum prices required by law and the final terms set forth in the offer document, ZEAL intends to offer one new ZEAL share as consideration in exchange for each ca. 1.6 tendered shares of Lotto24. Independently of the offer, ZEAL expects to pay an ordinary interim dividend ofEUR 1.00 by year-end 2018.

 

In a clear statement of shareholder support for the deal, ZEAL today entered into irrevocable tender agreements with major shareholders of Lotto24, namely with Günther Group, Working Capital and Jens Schumann. They represent approximately 65% of the shares and voting rights in Lotto24. By entering into the tender agreements, these shareholders have undertaken to tender their shares in Lotto24 into the offer.

 

Jonas Mattsson, Chief Financial Officer of ZEAL“We believe this deal creates significant value for ZEAL and Lotto24 shareholders. The future growth prospects, significant reduction of regulatory risk and the related uncertainties, and EUR 57 million of annual cost synergies make the combined group a highly attractive long-term investment proposition. With our shared history, we are confident of achieving a seamless integration of both companies. Weencourage all holders of Lotto24 and ZEAL shares to follow the major shareholders and take part in the offer.”

 

The offer will be made in accordance with the conditions to be set forth in the offer document, among others a minimum acceptance rate of 50% plus one share of Lotto24. Further details of the offer and its terms, including the acceptance period, will be contained in the offer document. ZEAL expects that the offer document will be published on the website www.zeal-offer.com at the beginning of 2019.

An extraordinary general meeting of ZEAL is expected to be held at the end of December 2018, at which ZEAL will ask its shareholders to approve the offer, including the acquisition of Lotto24 shares from certain members of the Supervisory Board of ZEAL or persons connected with them, and authorise the Executive Board to allot a number of shares as required to fund the offer. As Günther Group has made it a condition to its tender agreement with ZEAL that it will not, as a consequence of the offer, be subject to a legal obligation to make a general offer for the shares in ZEAL which it does not own at that time, ZEAL will furthermore propose a resolution to its shareholders (other than Günther Group and persons acting in concert with Günther Group) to approve the waiver of such obligation granted by the Panel on Takeovers and Mergers. The ZEAL shareholder approvals will be a condition for ZEAL to publish the offer document.

Discussions with the German gambling regulatory body about the future licensing arrangements for the enlarged Group have already been initiated. ZEAL expects to complete the transaction in the first half of 2019.


Source: Latest News on European Gaming Media Network

George Miller (Gyorgy Molnar) started his career in content marketing and has started working as an Editor/Content Manager for our company in 2016. George has acquired many experiences when it comes to interviews and newsworthy content becoming Head of Content in 2017. He is responsible for the news being shared on multiple websites that are part of the European Gaming Media Network.

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Fast Track AI to change the face of iGaming CRM

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Fast Track will unveil its new AI-driven natural language platform on 2 September during its annual Fast Track House event in Malta. The launch will also be streamed live online from 4 PM CEST, giving the iGaming industry an exclusive first look at the future of player engagement.

For the past decade, Fast Track has pioneered real-time data integration, the Singularity Model, the only Gameplay Risk Engine, and Rewards, the first AI-ready gamification system. Each innovation has moved the company closer to its vision: to digitalise the iGaming industry and deliver the first self-learning engagement platform.

Fast Track AI is trained on over 10 years of iGaming expertise and designed to transform how CRM teams work. It can perform technical analysis on terabytes of real-time data, deliver advanced insights into CRM performance and player behaviour, and uniquely take direct action on those insights across the platform.

“This isn’t just AI added to CRM. This is CRM re-engineered for the natural language era,” said Simon Lidzén, CEO and Co-Founder of Fast Track.

“Even your wildest imagination can only take you so far; minds have been bound by constraints for so long that it is hard to picture the full power of Fast Track AI. You simply need to see it to believe it. This is why I am organising a live session to unveil it; to showcase what a native iGaming CRM, built on the most comprehensive real-time data infrastructure together with the Singularity Model, is capable of. I urge the whole industry to sign up.” Lidzén added.

The big reveal will take place during the Fast Track House event in Malta and will be streamed live online. The broadcast begins at 4:00 PM CEST on 2 September. 

Registration is now open: https://app.livestorm.co/fast-track/fast-track-ai-in-action

 

The post Fast Track AI to change the face of iGaming CRM appeared first on European Gaming Industry News.

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TSG Group’s financial results for Q2 2025: solid foundations, transformation of core titles and global debut of Trophy Hunter.

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In Q2 2025, Ten Square Games consistently executed its plan to transform its core titles and further expanded the flight simulator segment, with a particular focus on Wings of Heroes. The share of TSG Store in Group bookings reached new record levels.

The Company successfully prepared for the launch of its newest game, Trophy Hunter, on the global market and made significant progress in developing Real Combat Simulator. Although in the short term the effects of these efforts are not yet fully visible in q/q results, on a y/y basis – in H1 2025 – the Group recorded clear improvement in adjusted EBITDA and net profit, and generated a strong cash position.

“Our strategy is clear – the transformation of our core titles, accelerating the growth of Wings of Heroes, and bringing new projects to market. The past quarter showed that we are making real progress in each of these areas, even if the effects are not always immediately visible. That is why we are especially pleased with the successful launch of Trophy Hunter – our first new title since 2022. Players received it very positively, and early KPIs demonstrate clear growth potential. The progress achieved so far strengthens our conviction that the path we have chosen for the Group’s development is the right one.” – said Andrzej Ilczuk, CEO of Ten Square Games S.A.

Transformation of core titles

In H1 2025, Group bookings amounted to PLN 171.9 million, down 12.3% y/y, driven by declines in both core titles. In Fishing Clash, bookings reached PLN 101.4 million in H1, including PLN 48.7 million in Q2 2025 alone. Hunting Clash generated bookings of PLN 33.9 million in H1, of which PLN 15.2 million came in Q2 2025.

The Group continued the transformation process in both titles, aimed at halting the decline in bookings and rebuilding monetization potential. Key actions included extensive testing of player segmentation and offers, as well as improving the early-game user experience. During the period, user acquisition spending was significantly reduced. This was a deliberate decision which, while lowering bookings in the short term, is designed to increase the effectiveness of marketing investments in the longer perspective.

A return to higher marketing spend is planned once key game metrics, in particular early retention, improve. Enhancing the early-stage player experience remains a critical element of the transformation process. According to the Management Board, the tests already show initial positive signals, although full effects will take more time as the solutions are extended to larger groups of players who account for a significant share of Group bookings.

Growth of projects with increasing importance: Wings of Heroes, Real Flight Simulator and TSG Store

Titles in the flight simulator segment maintained positive y/y growth in bookings. In H1 2025, Wings of Heroes achieved bookings of PLN 13.6 million, up 111.7% y/y, while Real Flight Simulator generated PLN 10.5 million (+7.9% y/y). In Q2 2025, bookings for these projects reached PLN 6.3 million and PLN 5.2 million respectively. Both projects will soon deliver new updates to players.

TSG Store approached the strategic threshold of 25% share in Group bookings – in June 2025 the ratio stood at 23.4%. The share reached 32.9% in Fishing Clash and 21.7% in Hunting Clash. Record results of TSG Store were driven primarily by systematic in-house development, including the introduction of a unique currency in Hunting Clash, a redesigned store in Fishing Clash, and the implementation of a loyalty system for customers. An important external factor was also a U.S. federal court ruling allowing direct in-app communication with players using Apple devices in the USA about the store’s offer.

New projects: successful global debut of Trophy Hunter and development of Real Combat Simulator

On July 3, 2025, the global premiere of Trophy Hunter took place – Ten Square Games’ first new release since October 2022. Early retention and monetization metrics outperform the Group’s previous titles and highlight the game’s growth potential. The Company is supporting its development with marketing campaigns whose budgets are gradually increasing. The product roadmap for H2 2025 assumes rapid enrichment of the game with new content and features designed to strengthen its community aspects and differentiate Trophy Hunter from competitors. The team’s top priority at this stage is to support player retention and engagement. As of August, the development team has been expanded to 11 people. Trophy Hunter operates on a hybrid model, generating revenues from both in-app purchases and ads.

At the same time, Real Combat Simulator, developed by the Group’s subsidiary Rortos, is progressing. Work is currently underway on an update introducing multiplayer mode and new content – a key stage bringing the project closer to global launch.

Solid foundations and financial flexibility

“In the first half of 2025, Ten Square Games’ financial results improved year-on-year despite a decline in bookings. This improvement was largely driven by reduced marketing spend and strong cost discipline across other areas. During this period, we once again allocated a record-high dividend to our shareholders, while the strength of our business model was confirmed by a solid cash position that ensures financial flexibility for the future,” said Magdalena Jurewicz, CFO of Ten Square Games S.A.

In H1 2025, adjusted EBITDA of the Ten Square Games Group reached PLN 57.6 million, up 5.0% y/y. In Q2 2025, adjusted EBITDA stood at PLN 27.0 million – broadly in line with last year, but down 11.4% compared to Q1 2025. Net profit in H1 2025 increased 18.7% y/y to PLN 47.4 million, while in Q2 it amounted to PLN 20.0 million, lower both y/y and q/q.

Operating cash flow in January–June 2025 amounted to PLN 56.3 million, of which PLN 26.3 million was generated in Q2. In the same period, the Company paid a dividend of PLN 100 million and settled an earn-out payment of PLN 14.7 million to the former owners of Rortos. Regular generation of cash from operations provides the Group with solid financial foundations, enabling simultaneous investment in growth and sharing profits with shareholders.

 

The post TSG Group’s financial results for Q2 2025: solid foundations, transformation of core titles and global debut of Trophy Hunter. appeared first on European Gaming Industry News.

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Kantar Finds Security Driving iGaming, SOFTSWISS Leading Loyalty

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SOFTSWISS, a global tech provider with over 15 years of iGaming expertise, shares first takeaways from a Kantar-led qualitative study conducted at iGB L!VE London, showing that security, reliability and revenue-growth potential are the most influential criteria when selecting iGaming software partners. The findings also place SOFTSWISS first by Net Promoter Score (NPS) – the industry benchmark for client loyalty and advocacy.

Designed as an event-based, face-to-face qualitative survey, the Kantar study explored how operators, game providers, and iGaming tech companies make procurement and partnership decisions. Across the total sample, respondents most frequently ranked safety and security of operations as the number-one driver, followed by a reliable partner with a strong market reputation and the ability to open up new revenue opportunities. Close behind were stable, low-downtime infrastructure and a high level of client service – signalling that risk mitigation and dependable delivery are the baseline for partnership decisions, with growth enablement expected rather than optional.

The study revealed a clear divide in priorities between final decision-makers and decision influencers. Influencers place comparatively more weight on the “everyday assurances” of an iGaming platform, like: 

  1. Security 
  2. Client service 
  3. Optimised service infrastructure 

Final decision-makers look further out, prioritising: 

  1. Stable infrastructure with minimal downtime 
  2. Clear business-growth levers 
  3. A reliable partner with a strong market reputation 

For vendors, the takeaway is to address both sides: demonstrate service excellence to operational stakeholders and prove resilience, scalability and go-live readiness to executive sponsors.

Olga Resiga, Chief Business Development Officer at SOFTSWISS, said: “Security and reliability are now the non-negotiables of iGaming procurement. What Kantar’s work highlights is the two-lens buying logic: operational teams evaluate partners on day-to-day assurance – robust security, responsive support and efficient infrastructure – while final decision-makers judge long-term resilience, Tier-1 launch readiness and the capacity to unlock new revenues. Our roadmap is built for both: verifiable security and service benchmarks today, coupled with proven high-load performance and compliance for tomorrow’s growth.”

Net Promoter Score, calculated as the share of promoters minus detractors, is a widely used indicator of client loyalty. SOFTSWISS achieved the highest NPS in the evaluated set. In open responses, clients most often described SOFTSWISS as a “reputable company” and “most reliable”, repeatedly citing “reliability” as the key reason for high ratings. Beyond NPS, SOFTSWISS was most frequently associated with a broad range of strengths: safety and security, a reliable partner with strong market standing, stable and low-downtime tech infrastructure, and a high level of client service.

SOFTSWISS continues to share market-ready expertise with industry stakeholders. Recent resources include the Sportsbook Online Calculator and the iGaming in LatAm Report, both available on the SOFTSWISS website.

 

About SOFTSWISS

SOFTSWISS is an international technology company with over 15 years of experience developing innovative solutions for the iGaming industry. SOFTSWISS provides certified software for managing iGaming projects. The company’s product portfolio includes the Casino Platform, the Game Aggregator with over 30,000 casino games, the Affilka affiliate platform, the Sportsbook Software and the Jackpot Aggregator. The expert team counts over 2,000 employees.

The post Kantar Finds Security Driving iGaming, SOFTSWISS Leading Loyalty appeared first on European Gaming Industry News.

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