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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).

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7-Eleven selects Jackpot.com as their official lottery partner

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Online Lottery Courier Service Jackpot.com Announces Exclusive Collaboration with 7-Eleven, Inc.

Jackpot.com will serve as the official lottery courier service of 7-Eleven, Inc., initially launching in Ohio and Massachusetts  

Jackpot.com – the online lottery courier service that allows consumers to purchase official state lottery tickets on their phone, tablet, or computer – announced today an exclusive collaboration with 7-Eleven Inc., the largest convenience store chain in the world, to serve as their official lottery courier service.

As part of the collaboration, 7-Eleven customers in Ohio and Massachusetts will be able to sign up and play lottery games and scratchers on the Jackpot.com app or website. The program will initially be launched in over 600 7-Eleven and Speedway stores in Ohio and Massachusetts, with a special launch promotion that gives 7-Eleven customers a free lottery ticket on their first deposit by using promo code, “7Eleven”.

“We’re thrilled to work with 7-Eleven, the leading retailer of lottery tickets in the country,” said Akshay Khanna, CEO and co-founder of Jackpot.com. “Leveraging our technology and innovation, we can provide additional convenience for their customers, while adding an additional source of revenue. A true win-win relationship for all.”

By launching in Ohio and Massachusetts in 2023 and 2024, respectively, Jackpot.com aims at adding another avenue for player convenience with one of the most widely recognized brands in the convenience-retailing space. With a presence in Ohio, the nation’s seventh-largest lottery market, and Massachusetts, whose state lottery produced $1.2 billion in net profit for the Commonwealth during the 2024 fiscal year, Jackpot.com’s collaboration with 7-Eleven represents an added layer of accessibility for players.

Jackpot.com remains committed to responsible play and has significantly invested in protocols by allowing customers of legal age to set spend limits and limits on daily deposits, all while providing access to local and national responsible gambling resources, self-exclusion, self-suspension and automated notifications that offer help should problematic behavior be detected. Jackpot.com is also the only lottery courier service to launch with an iCap certification from the National Council on Problem Gambling.

To learn more, visit jackpot.com. First-time users can also download the official Jackpot.com Lottery App on the iOS or Android App Stores, where available.

 

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eSports

The World Esports Summit 2024 Is Here!

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The IESF World Esports Summit returns this December to Busan, South Korea. Hosted at the Busan Esports Arena (BRENA) from December 5-6, the Summit will bring together prominent figures from Esports, global brands, government officials, and sports executives for a deep dive into the current Esports trends, its rapid transformations, and future challenges.

This year’s theme, “Building Bridges, Not Barriers, Through the Power of Esports,” will highlight the role of Esports in uniting cultures, ideas, and industries. Under the slogan “We Empower Success,” the

Summit provides a great platform for Esports experts to engage in meaningful discussions and sessions, sharing their insights on trends and presenting forward-looking ideas for our industry.

The event, strategically timed at the close of the competitive season, presents a perfect environment for reflection on the year’s biggest events, industry shifts, and the next steps for Esports. Attendees can follow the expert’s perspectives on topics like:

  • (R)Evolution in Esports
  • East Meets West
  • Esports Integrity: The Role of Referees
  • The Rise of International Esports Competitions
  • (In Korean) Korea’s Secret Sauce etc.

Also, featured at this year’s event are the IESF World Esports Training Camp and the World Esports Referee Academy.

These are very important IESF programs that are aimed at advancing the skills and professional standards of the next generation of Esports leaders.

Join us in Busan for two days designed to inspire, connect, and empower the international Esports community.

Registration for the World Esports Summit is free and open to all interested attendees.

To register, please complete our online registration form: iesf.formstack.com/forms/wes2024_participation_registration

See you in Busan!

 

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eSports

Akhil Sarin CMO at Easygo named as key note at ICE Esports Conference

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Clarion Gaming has confirmed that Akhil Sarin CMO at Easygo, the technology powerhouse behind the success of global brands Stake and Kick will headline the Esports & Games Conference (EGC) taking place on 21 January as part of the ICE Barcelona experience.

As a key member of the executive team, Akhil Sarin has been instrumental in securing the high-profile partnerships that have accelerated Stake’s growth, including the Stake F1 team, UFC, Drake, and Premier League Everton FC.

Through these strategic alliances he has amplified Stake’s brand presence at the same time as creating unique, immersive player experiences, in the process setting new industry benchmarks.

Announcing the high profile speaker Will Harding, Head of Esports at Clarion Gaming said: “Securing Akhil Sarin as EGC  key note at ICE Barcelona represents a remarkable opportunity for our attendees to gain invaluable insight into cutting-edge strategies in digital and influencer marketing .

“Akhil’s expertise with Stake and Kick.com embodies the forward-thinking, innovative approach that defines the digital marketing landscapes. His participation underscores the calibre of knowledge-sharing that we are  committed to delivering at ICE and he is sure to both inspire our attendees and elevate their strategic perspective.” 

Looking ahead to ICE Barcelona, Akhil Sarin stated:  “Collaborating with Clarion Gaming at ICE Barcelona is an exciting opportunity to showcase Stake’s journey and continued focus on bold partnerships and creative marketing strategies that resonate with audiences.”

He added “The EGC is a vital platform for exchanging transformative ideas and shaping the future of gaming and entertainment. I look forward to discussing Stake’s vision and collaborating with industry leaders to inspire growth and innovation across the sector.”

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