Evolution Gaming looks to purchase NetEnt
(PRESS RELEASE) -- Evolution Gaming Group AB announces a public offer to the shareholders of NetEnt AB to sell all their shares in NetEnt to Evolution in exchange for 0.1306 Evolution shares for each share in NetEnt. The Offer includes both the unlisted shares of series A and the shares of series B that are admitted to trading on Nasdaq Stockholm. Evolution will not increase the offered consideration.The Offer in brief
- Evolution offers 0.1306 Evolution shares for each share in NetEnt. Evolution will not increase the offered consideration.
- The Offer values each share in NetEnt to SEK 79.93 and all shares in NetEnt to approximately SEK 19.6 billion.
- The offered consideration represents a premium of 43 per cent compared to the closing price of the NetEnt share of series B on Nasdaq Stockholm on 23 June 2020 (which was the last trading day prior to the announcement of the Offer) and a premium of 72 per cent compared to the volume weighted average price per NetEnt share of series B on Nasdaq Stockholm during the 30 latest trading days up to and including 23 June 2020.
- The board of directors of NetEnt unanimously recommends the shareholders of NetEnt to accept the Offer.
- Shareholders who in total directly or indirectly control 21.02 per cent of all shares and 45.02 per cent of all votes in NetEnt have undertaken to accept the Offer. In addition, certain board members of NetEnt who in total directly or indirectly control 8.48 per cent of all shares and 23.20 per cent of all votes in NetEnt have expressed that they intend to undertake to accept the Offer.
- The completion of the Offer is conditional upon, among other things, the Offer being accepted by shareholders to such an extent that Evolution becomes the owner of more than 90 per cent of the shares in NetEnt (on a fully diluted basis) and that an extraordinary general meeting in Evolution resolves to authorise the board of directors to resolve on the issuance of the number of shares in Evolution that Evolution shall pay as consideration to the shareholders of NetEnt that accept the Offer. Shareholders who in total control approximately 32.53 per cent of all shares and votes in Evolution have expressed that they are positive to the Offer and that they intend to vote in favour of the board of directorsí proposal for an authorisation to issue shares.
- Evolution will publish an offer document regarding the Offer on or around 14 August 2020. The acceptance period of the Offer will commence on or around 17 August 2020 and expire on or around 26 October 2020.
Jens von Bahr, Chairman of Evolution, comments: ďThis strategic deal marks a significant step towards Evolutionís long-term vision of becoming the global market leader in the online casino industry. The combination of Evolutionís strong offering in Live Casino with NetEntís leading position in online slots will result in a world class portfolio of online games that will enable us to serve a growing customer base. Furthermore, NetEntís established US positioning combined with Evolutionís existing US studios and first-to-regulated-market strategy will put us in a favourable position to capitalise on the on-going regulation in North America.Ē
- This is a landmark deal which will accelerate Evolutionís move towards becoming the world leader in the online gaming industry.
- The merger of Evolutionís leading position in Live Casino with NetEntís strong position in online slots will create a best-in-class B2B provider with capacity to drive the digitalisation of the global gaming industry (90 per cent of the global casino industry is still land-based).
- The US market has a potential to become Evolutionís largest market over time as individual states regulate. The merger of Evolutionís existing Live Casino offering through the existing New Jersey studio as well as the planned studios in Pennsylvania and Michigan with NetEntís strong US presence in online slots will accelerate this development and fast-track the combined companyís move into the US online gaming market.
- The combined product portfolio will include some of the worldís most popular Live Casino and online slots games and generate revenue upsides through cross-selling and improved distribution via both companiesí customer bases, with closer customer partnerships and additional geographical spread of the companiesí products as result. The range of the combined offer will provide significant upsides to customers and player experience as well as enable new collaborations between world-class development resources.
- The combination is expected to result in annual cost savings of approximately EUR 30 million, compared to the combined cost basis of NetEnt and Evolution as of the first quarter of 2020. This includes the cost savings of approximately SEK 150 million which NetEnt has already disclosed.
- The combined company will become a leading online gaming provider with a strong platform for international growth and expansion, both organic and through additional acquisitions.
Mathias Hedlund, Chairman of NetEnt, comments: ďRecently, NetEnt has vastly improved its tech and product development capabilities and thereby its growth prospects and at the same time reaching a strong position within the US states that have opened up for online casino. With this deal, there are unique possibilities to shape a leading global B2B provider of online casino, taking advantage of the market development with continued digitalisation and strong growth, especially in North America. Evolutionís position within Live Casino combined with NetEntís position within online slots will create a company well positioned to take significant market shares. Through this transaction, a new chapter in the development of more entertaining online casino begins, in the best interest of players, operators, employees and shareholders.Ē
Evolution offers 0.1306 Evolution shares for each share in NetEnt. Evolution will not increase the offered consideration.
The Offer includes both the unlisted shares of series A and the shares of series B that are admitted to trading on Nasdaq Stockholm. The Offer values each share in NetEnt to SEK 79.93 and all shares in NetEnt to approximately SEK 19.6 billion.
Evolution will only pay full (and not fractions of) Evolution shares to shareholders of NetEnt that accept the Offer. If a shareholder of NetEnt tenders such a number of shares in the Offer that the share consideration that is to be paid by Evolution for such NetEnt shares does not amount to an even number of new Evolution shares, consideration for excess fractions of shares will be paid in cash.
No commission will be charged in connection with the Offer.
The offered consideration represents a premium of:
Potential adjustment of the offered consideration
- 43 percent compared to the closing price of the NetEnt share of series B on Nasdaq Stockholm on 23 June 2020 (which was the last trading day prior to the announcement of the Offer);
- 72 percent compared to the volume weighted average price per NetEnt share of series B on Nasdaq Stockholm during the 30 latest trading days up to and including 23 June 2020; and
- 173 percent compared to the volume weighted average price per NetEnt share of series B on Nasdaq Stockholm during the 180 latest trading days up to and including 23 June 2020.
If NetEnt pays any dividend or makes any other value transfer prior to the settlement of the Offer, Evolution will reduce the offered consideration accordingly.
Rights under NetEntís incentive programs
The Offer does not include any rights granted by NetEnt to its employees under any incentive programs. Accordingly, the Offer does not include the warrants of series 2017/2020, series 2019/2022 or series 2020/2023 that certain employees of NetEnt hold under the long-term share-related incentive programs that were established by the annual general meetings of the company in 2017, 2019 and 2020, respectively. Evolution intends to procure that the holders of the warrants are afforded a reasonable treatment in connection with the Offer.
Recommendation by the board of directors of NetEnt
The board of directors of NetEnt unanimously recommends that the shareholders of NetEnt accept the Offer.
Undertakings to accept the Offer
Certain members of the Hamberg, Knutsson, Lindwall, Kling and Wattin families, who in total directly or indirectly control 21,727,000 shares of series A and 30,087,360 shares of series B in NetEnt (corresponding to 21.02 per cent of all shares and 45,02 per cent of all votes in NetEnt), have undertaken to accept the Offer.
The undertakings to accept the Offer terminate if (i) Evolution withdraws the Offer, (ii) Evolution does not declare the Offer unconditional by 31 October 2020, (iii) a third party makes a competing public offer at a value (calculated at the time of the announcement of the competing offer) exceeding the value of the Offer (based on the volume weighted average price per Evolution share on Nasdaq Stockholm during fifteen consecutive trading days preceding the day of the announcement of the competing offer) by more than 5.0 per cent, or (iv) the value of the Offer (calculated at the time of the announcement of the Offer) has decreased by more than 2.5 per cent and the Evolution share has underperformed the Nasdaq Stockholm Large Cap index by more than 10 per cent during the period from the date of the announcement of the Offer until the date falling six days prior to the expiry of the initial acceptance period of the Offer, based on the volume weighted average price per Evolution share on Nasdaq Stockholm during such period.
Shareholding board members in NetEnt that intend to accept the Offer
Pontus Lindwall, Peter Hamberg and Christoffer LundstrŲm, who are members of the board of directors of NetEnt and in total directly or indirectly control 11,837,285 shares of series A and 9,063,264 shares of series B in NetEnt (corresponding to 8.48 per cent of all shares and 23.20 per cent of all votes in NetEnt), are, as a result of NetEnt being in a so-called closed period up until the publication of the companyís interim report for the period January-June 2020, under applicable rules on market abuse prevented from undertaking to accept the Offer. However, Pontus Lindwall, Peter Hamberg and Christoffer LundstrŲm (also on behalf of Novobis AB and StrategiQ Capital AB) have informed Evolution that they, in their capacities as shareholders in NetEnt, are positive to the Offer and that they intend to undertake to accept the Offer immediately following NetEnt publishing the interim report, which is planned to take place on 15 July 2020.
Conditions to completion of the Offer
The completion of the Offer is conditional upon:
Evolution reserves the right to withdraw the Offer in the event that it is clear that any of the above conditions is not satisfied or cannot be satisfied. However, with regard to the conditions set out in items 2-8, the Offer may only be withdrawn where the non-satisfaction of such condition is of material importance to Evolutionís acquisition of NetEnt or if otherwise approved by the Swedish Securities Council.
- the Offer being accepted to such an extent that Evolution becomes the owner of more than 90 per cent of the shares in NetEnt (on a fully diluted basis);
- with respect to the Offer and the acquisition of NetEnt, the receipt of all necessary regulatory, governmental or similar clearances, approvals and decisions (including from competition authorities), in each case on terms that are acceptable to Evolution;
- no other party announcing an offer to acquire shares in NetEnt on terms that are more favourable to the shareholders of NetEnt than the terms of the Offer;
- neither the Offer nor the acquisition of NetEnt being rendered wholly or partially impossible or significantly impeded as a result of legislation or other regulation, any decision of a court or public authority, or any similar circumstance;
- no circumstances having occurred that have a material adverse effect, or could reasonably be expected to have a material adverse effect, on NetEntís sales, results, liquidity, equity ratio, equity or assets;
- no information made public by NetEnt, or disclosed by NetEnt to Evolution, being inaccurate, incomplete or misleading, and NetEnt having made public all information that should have been made public by NetEnt;
- NetEnt not taking any action that typically is intended to impair the prerequisites for making or completing the Offer; and
- an extraordinary general meeting in Evolution resolving, with requisite majority, to authorise the board of directors to resolve on the issuance of the number of shares in Evolution that Evolution shall pay as consideration to the shareholders of NetEnt that accept the Offer.
Evolution reserves the right to waive, in whole or in part, one or more of the conditions set out above, including, with respect to the condition set out in item 1, to complete the Offer at a lower acceptance level.