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Statement by the Board of Directors of LeoVegas in relation to the public offer from MGM

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The Board of Directors of LeoVegas unanimously recommends the shareholders of LeoVegas to accept the public offer from MGM of SEK 61 in cash per share.

This statement is made by the Board of Directors[1] of LeoVegas AB (publ) (the “Company” or “LeoVegas”) pursuant to Rule II.19 of the Nasdaq Stockholm Takeover Rules (the “Takeover Rules”).

Background
MGM Casino Next Lion, LLC, a wholly owned indirect subsidiary of MGM Resorts International (“MGM”), has today announced a public offer to the shareholders of LeoVegas to transfer all of their shares in LeoVegas to MGM for a consideration of SEK 61 in cash per LeoVegas share (the “Offer”). The total value of the Offer corresponds to approximately SEK 5,957 million[2]. The price of SEK 61 per share in the Offer will not be increased.

The Offer represents a premium of:
·         approximately 44.1 per cent compared to the closing price of SEK 42.32 of LeoVegas shares on Nasdaq Stockholm on 29 April 2022, which was the last trading day prior to the announcement of the Offer;

·         approximately 57.6 per cent compared to the volume-weighted average trading price of SEK 38.70 of LeoVegas shares on Nasdaq Stockholm during the last 30 trading days prior to the announcement of the Offer; and

·         approximately 76.5 per cent compared to the volume-weighted average trading price of SEK 34.56 of LeoVegas shares on Nasdaq Stockholm during the last 180 trading days prior to the announcement of the Offer.

The acceptance period for the Offer is expected to commence on or around 3 June 2022 and expire on or around 30 August 2022.

Completion of the Offer is conditional upon, inter alia, that the Offer is accepted to such an extent that MGM becomes the owner of shares representing more than 90 per cent of the outstanding shares in LeoVegas (on a fully diluted basis), as well as all regulatory, governmental or similar clearances, approvals and decisions necessary to complete the Offer, including approvals and clearances from competition authorities, being obtained, in each case on terms which, in MGM’s opinion, are acceptable. MGM has reserved the right to waive the conditions for completion of the Offer. The Offer is not conditional upon financing. MGM has stated that it will not increase the price of SEK 61 in the Offer. By this statement, MGM cannot, in accordance with the Takeover Rules, increase the price in the Offer.

The Board of Directors of LeoVegas has given consent to MGM to offer a management incentive plan for certain key employees of LeoVegas and notes that MGM has obtained a statement from the Swedish Securities Council (Sw. Aktiemarknadsnämnden) confirming that the proposed incentive plan is compatible with the Takeover Rules (Ruling 2022:16).

The Board of Directors of LeoVegas has, at the written request of MGM, permitted MGM to carry out a due diligence review of LeoVegas in connection with the preparation of the Offer. With the exception of information that was subsequently included in LeoVegas’ Q1 report for 2022, MGM has not been provided with any inside information regarding LeoVegas in connection with the due diligence review.

MGM has obtained irrevocable undertakings to accept the Offer from the Company’s largest shareholder and Chief Executive Officer, Gustaf Hagman, and certain other shareholders[3]. Gustaf Hagman has undertaken to tender 8,050,000 shares (8.2 per cent of the outstanding shares in LeoVegas), and other shareholders have undertaken to tender a total of 6,909,281 shares in LeoVegas (7.1 per cent). Accordingly, irrevocable undertakings to accept the Offer from shareholders representing in total 14,959,281 shares (15.3 per cent) have been obtained. The irrevocable undertakings apply irrespective of whether a higher competing offer is made. The irrevocable undertakings will terminate if the Offer is not declared unconditional on or before 31 October 2022. In addition, Torsten Söderberg, who is also a Board member of LeoVegas, has stated that he is very supportive of the Offer. Torsten Söderberg and family owns 4,533,861 shares in LeoVegas (4.6 percent).

SEB Corporate Finance (“SEB”) is acting as financial adviser and Cederquist is acting as legal adviser to LeoVegas in connection with the Offer.

Process conducted by the Board of Directors
In parallel with other interested third parties contemplating public tender offers, MGM contacted LeoVegas in December 2021. The Board of Directors engaged SEB to lead the process of evaluating other parties’ interest for the Company. In February 2022, MGM submitted a non-binding offer letter to the Board of Directors of LeoVegas indicating an interest to pursue with a public offer subject to, inter alia, a satisfactory due diligence review and the Board of Directors of LeoVegas recommending the shareholders to accept the offer from MGM. The Board of Directors gave MGM permission to conduct a due diligence review. As instructed by the Board of Directors, SEB entertained parallel processes with other interested parties in the interest of creating maximum value for the shareholders in LeoVegas. Following further negotiations with the Board of Directors and SEB, MGM increased its non-binding offer, to a price level other interested parties could not match, in order to receive a recommendation from the Board of Directors.

The Board of Directors’ recommendation
In its evaluation of the Offer, the Board of Directors has taken a number of factors into account which the Board of Directors deems relevant. These factors include, but are not limited to, the Company’s present strategic and financial position and the Company’s expected potential future development and thereto related opportunities and risks.

The Board of Directors notes that the Offer represents a premium of approximately 44.1 per cent compared to the closing price of SEK 42.32 of the Company’s share on Nasdaq Stockholm on 29 April 2022, which was the last trading day before the announcement of the Offer, and a premium of approximately 57.6 per cent and 76.5 per cent respectively, compared to the volume-weighted average share price for the Company’s share on Nasdaq Stockholm during the last 30 and 180 trading days, respectively, prior to the announcement.

As noted above, LeoVegas has received several indications of interest or non-binding offers concerning a potential tender offer. MGM’s offer is, in the assessment of the LeoVegas Board of Directors, the superior offer from the perspective of the shareholders. The LeoVegas Board of Directors has investigated and considered market and industry trends, and certain strategic alternatives available to LeoVegas. Such alternatives included, but were not limited to, remaining an independent listed company with a possible listing in the USA. The LeoVegas Board of Directors has also considered the risks and uncertainties associated with such alternatives.

LeoVegas operates in an industry which is characterised by, inter alia, high innovation pace, new regulation and consolidation. In this context, the Board of Directors believes that the industrial logic and strategic fit between LeoVegas and MGM is attractive and should serve both the company and its employees well in the future.

The Board of Directors further notes that LeoVegas’ largest shareholder and Chief Executive Officer Gustaf Hagman and certain other shareholders, representing in aggregate 15.3 per cent of the outstanding shares and votes in the Company, have entered into undertakings to accept the Offer, subject to certain conditions, irrespective of whether a higher competing offer is made. In addition, Torsten Söderberg, who is also a Board member of LeoVegas and together with family owns 4.6 per cent of the outstanding shares, has stated that he is very supportive of the Offer.

As part of the Board of Directors’ evaluation of the Offer, the Board of Directors has engaged BDO to issue a so-called fairness opinion regarding the Offer, see Appendix 1. According to the fairness opinion, the Offer is fair to LeoVegas’ shareholders from a financial point of view (subject to the assumptions and considerations set out in the fairness opinion).

Under the Takeover Rules, the Board of Directors shall, based on the statements made by MGM in the Offer press release issued earlier today, present its opinion regarding the impact that the implementation of the Offer will have on LeoVegas, particularly in terms of employment, and its opinion regarding MGM’s strategic plans for LeoVegas and the effects it is anticipated that such plans will have on employment and on the places in which LeoVegas conducts its business. In this respect, the Board of Directors notes that MGM has stated that “MGM values the skills and talents of LeoVegas’ management and employees and intends to continue to safeguard the excellent relationship that LeoVegas has with its employees. Given MGM’s current knowledge of LeoVegas and in light of current market conditions, MGM does not intend to materially alter the operations of LeoVegas following the implementation of the Offer, subject, of course, to MGM’s continued regulatory review. There are currently no decisions on any material changes to LeoVegas’ or MGM’s employees and management or to the existing organization and operations, including the terms of employment and locations of the business”. The Board of Directors assumes that this description is correct and has no reason to take a different view in this respect.

Based on the above, the Board of Directors unanimously recommends the shareholders in LeoVegas to accept the Offer.
This statement shall in all respects be governed by and construed in accordance with Swedish law. Disputes arising from this statement shall be settled exclusively by Swedish courts.

The information in the press release is information that LeoVegas is obliged to make public pursuant to the EU Market Abuse Regulation and the Takeover Rules. The information was submitted for publication, through the agency of the contact person set out above, at 08.00 CEST on 2 May 2022.


[1] The Board member Torsten Söderberg and the Company’s largest shareholder and Chief Executive Officer Gustaf Hagman have not participated in the Board’s evaluation of or discussions regarding the Offer due to conflict of interest.
[2] Based on 97,652,970 outstanding shares in LeoVegas, which excludes 4,000,000 treasury shares held by LeoVegas. In the event that LeoVegas should pay any dividend or make any other value transfer prior to the settlement of the Offer, the price per share in the Offer will be reduced correspondingly.
[3] LOYS AG: 3,259,281 shares (3.3 per cent). Robin Ramm-Ericson: 2,250,000 shares (2.3 per cent). Pontus Hagnö: 1,000,000 shares (1.0 per cent). Gilston Invest AB: 400,000 shares (0.4 per cent).

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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Betano and SL Benfica renew partnership for 3 more years

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London, Athens, Malta, May 16, 2024 – Betano, sponsor of Sport Lisboa e Benfica since the 2021/22 season, has renewed its sponsorship contract with the decorated club for three more years. Kaizen Gaming’s premium sports betting and online gaming brand was the first brand to occupy the sleeve of the official SL Benfica jersey and will remain as the ‘Official Betting Sponsor’’ until the 2026/27 season.

We are thrilled to extend our partnership with Benfica as we embark on this exciting new chapter together. From working closely with ‘The Eagles’ over the past years, we’ve witnessed first-hand the club’s unwavering dedication to excellence both on and off the field, which is matched only by the support and enthusiasm of its fans. By renewing our support for Benfica we reaffirm our ongoing commitment to Portugal, the country’s football fans and its prestigious sporting institutions as well as the offer of premium, entertaining and safe betting experiences”, said Julio Iglesias, Chief Commercial Officer at Kaizen Gaming.

We are very excited to renew our partnership with Betano, a leading sports betting brand, which continues to show a strong commitment to football on a global level. This agreement not only reinforces our successful collaboration, but also allows us to offer innovative experiences to our fans. The presence of Betano on the sleeve of our shirt symbolizes the importance of this partnership and is vital for our international growth and to consolidate our global presence“, added Bernardo Faria Carvalho, Director of International Expansion, SL Benfica.”

In addition to the display on the official jersey, the contract between the two entities involves a set of mutual features and endorsements. The sponsorship agreement also extends to the sleeve of the B team’s shirt and also the Under-23 team, which plays in the Liga Revelação.

 

The post Betano and SL Benfica renew partnership for 3 more years appeared first on European Gaming Industry News.

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WA.Technology to offer odds for Centurion FC events

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WA.Technology, the iGaming and sports betting B2B platform leader for emerging markets, is thrilled to announce that it will offer betting odds for Centurion FC events to operators, starting with the upcoming event in São Paulo on May 18th.

The event, a historic MMA event marking the return of Gabi Garcia – one of the most successful female competitors of all time –  for a rematch against Barbara Nepomuceno, will be filled with must-see fights, including the second 80kg 4-Man Tournament of this year’s Grand Prix series.

Dave Hickey, Director of Sports Operations at WA.Technology, remarked, “We are thrilled to be able to offer betting odds on Centurion events. The Centurion brand’s impressive growth is a journey we are proud to support. Our Risk & Trading team meticulously compiles these odds by analyzing an array of factors, including the fighters’ professional and amateur records, their current form, and the quality of their past opponents. We also incorporate firsthand insights from attending numerous Centurion events. This comprehensive approach allows us to craft odds that meet the high expectations of discerning MMA bettors with precision. For the upcoming event, our operators will feature competitive odds, including 1.05 on fan-favorite Gabi Garcia, enhancing the excitement and engagement for bettors.”

Roberto Gallo, President of Centurion FC, commented, “Having this event covered by WA.Technology represents another huge step forward for CFC; we are looking forward to seeing what the future brings for us.”

The upcoming Centurion FC event promises not only top-tier martial arts competition but also a unique betting experience. WA.Technology’s sportsbook platform is designed with precision for both players and business operators. The company’s comprehensive solution offers over 500,000 pre-match events and 360,000 live events annually, covering 125+ sports and virtual sports. Tailored to enhance user experience and operational efficiency, the platform includes full customization capabilities, advanced data analysis, risk management, and dedicated trading strategies to ensure a fully licensed, custom-branded sports betting experience that’s not only mobile optimized but also casino compatible.

 

The post WA.Technology to offer odds for Centurion FC events appeared first on European Gaming Industry News.

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Gambling White Paper Update

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Statement

I wish to inform the House that His Majesty’s Government will today publish its response to the consultation on measures relating to the land-based gambling sector. This will introduce a range of liberalising measures for venues like casinos, bingo halls and arcades, alongside other provisions to protect young people and children, as well as increasing the fees licensing authorities can charge for gambling premises licences.

Many of the current restrictions on venues like casinos and bingo halls derive from the assumption that restrictions on the supply of gambling, such as the number of gaming machines available in a venue, were an important protection. The legislation had not envisaged the rise of online gambling and the ability to gamble at any time, regardless of location. In light of this, restrictions on availability are now less important for protecting customers than factors such as the characteristics of the product and the quality of monitoring a customer’s play in a venue. As set out in the Gambling Act Review white paper, the measures we consulted on are therefore necessary to modernise the outdated and overly restrictive regulations that apply to the land-based gambling sector.

The consultation ran from 26 July to 4 October 2023 and invited views on the details of a range of proposals relating to casinos, arcades and bingo halls. Following consultation, the Government will introduce the following measures:

Casinos

We will make a number of adjustments to relax the existing rules that apply to casinos. There are currently two types of casino licence – those originating from the Gaming Act 1968 and those created by the Gambling Act 2005. 1968 Act casinos are generally allowed only 20 gaming machines regardless of their size, compared to up to 80 for Small and 150 for Large 2005 Act casinos. Following consultation, we will bring the regimes closer together so that 1968 Act casinos can offer more machines to meet customer demand where it is proportionate to their size and non-gambling space. We are also extending the ability to offer betting as a product in casinos, which will bring Britain’s casino product offering more in line with international jurisdictions.

Machine allowance in arcades and bingo halls

We will adjust machine allowances for arcades and bingo halls to allow greater flexibility over their gaming machine offer. Currently, no more than 20% of gaming machines in adult gaming centres and bingo premises can be Category B machines (with a £2 maximum stake), with the others required to be lower stake (Category C or D machines). The Gambling Act Review concluded that this rule is no longer required to offer customer protections, unnecessarily restricts operators and can lead to a number of machines being placed in venues that are not used by customers. Therefore, we will introduce a 2:1 ratio of Category B to Category C and D gaming machines. This measure will apply on a device type basis, meaning that the ratio applies to the three different types of device on which gaming machines content is currently offered in arcades and bingo halls, namely large cabinets (such as traditional fruit machines), smaller cabinets placed in between larger machines (in-fills) and tablets.

Cashless payments on gaming machines

We will remove the prohibition on direct debit card payments on gaming machines, alongside the introduction of appropriate player protections. The prohibition on the direct use of debit cards on gaming machines was intended to protect players. However, the use of non-cash payments has increased greatly across society since these rules were put in place and some sectors, particularly machines in pubs, are seeing business disappear because customers do not carry cash. We will help future-proof the industry by removing this prohibition subject to appropriate player protections being put in place. The Gambling Commission will also consult on a number of player protection measures that may be included in their Gaming Machine Technical Standards to ensure that appropriate frictions are in place when direct debit card payments are used. These protection measures may include minimum transaction times, cardholder verification, transaction limits, breaks in play and staff alerts when mandatory and voluntary limits are reached. This measure will only come into force when we are confident that the right player protections are in place. Existing limits on stakes and prizes for all categories of gaming machine will remain unchanged.

Age limits for certain gaming machines

We will introduce an age limit for certain Category D gaming machines. Category D machines are low-stake games that can be played by anyone regardless of age. The Gambling Act Review concluded machines which mirror adult slot machines and pay out cash should be made unavailable to children. These are also known as ‘cash-out’ slot-style Category D machines. Therefore, we will make it a criminal offence to invite, cause, or permit anyone under the age of 18 to play these particular types of machines. This builds on the existing voluntary commitment implemented in 2021 by Bacta, the amusement and gaming machine industry trade body, banning under-18s from playing this type of machine in their members’ venues.

Licensing authority fees

We will increase the maximum cap on the premises fees that can be charged by a licensing authority. Licensing authorities (local authorities in England and Wales, licensing boards in Scotland) play an important role in regulating gambling through licensing premises and enforcing licence conditions. The cap for their licensing fees has not been updated since 2007, while the costs associated with licensing have increased. We will therefore increase the maximum cap that licensing authorities can charge by 15%. The gambling fees payable in Scotland will continue to be set by Scottish Ministers.

Together we believe these measures will support the land-based gambling sector and modernise the current outdated restrictions, as well as helping to protect young people and supporting licensing authorities. These measures also complement the other changes that we are progressing relating to gambling regulation, including the introduction of a stake limit for online slots and a statutory levy to fund research, prevention and treatment. As outlined in the gambling white paper, we are making sure that we have the right balance between consumer freedoms and choice on the one hand, and protection from harm on the other.

Gambling policy is devolved in Northern Ireland but substantially reserved as regards Scotland and Wales. In some cases, the power to deregulate (e.g. to increase the number of gaming machines a casino may make available) is reserved, but the power to put appropriate protections in place to support that deregulation is devolved in Scotland. Where this is the case, our deregulation will extend only to England and Wales unless and until appropriate protections are in place in Scotland. It will be for Scottish Ministers to decide how to exercise the powers conferred on them by the Gambling Act 2005.

We will lay the necessary legislation to implement these measures in due course.

 

The post Gambling White Paper Update appeared first on European Gaming Industry News.

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