Latest News

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

Published

2 years ago

May 2, 2022

Reading Time: 6 minutes

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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eSports

Everything you need to know ahead of ESL Pro League Season 19

Published

18 hours ago

April 19, 2024

Peter Tolan

Reading Time: 3 minutes

The ESL Pro League (EPL) returns to St. Julian’s, Malta, for Season 19 on April 23 – May 12, 2024. The world’s biggest Counter-Strike league will see teams from around the world arrive on-site for three weeks of non-stop action, and only one team will emerge victorious as Champions.

Here is all you need to know about ESL Pro League Season 19

The 19th Season of the ESL Pro League will see the 32 best Counter-Strike teams compete for a total prize pool of $750,000, a win in the race to secure Intel® Grand Slam V, and a spot at IEM Cologne 2024. Commencing on April 23, contenders from around the globe will face off in Malta for a spot in the Playoffs. There, the six best teams will compete live in front of an intimate live audience at the InterContinental Malta on May 10 – 12, 2024.

Starting with the upcoming season, EPL will see some improvements to its schedule. While the number of teams and the tournament structure remain the same compared to recent seasons, the duration of the tournament has been adjusted to three weeks instead of five. To accommodate this change, two groups will be played simultaneously during the Group Stage, resulting in a more intense story for fans to follow.

Schedule and Format

Group Stage (April 23 – May 5):

Four groups of eight teams will compete in separate triple-elimination brackets
- All matches are best-of-three
The top four teams from each group will advance to the Playoffs
- Group Stage winners advance to the Quarterfinals
- The Group Stage runner-ups advance to the Round of 12
- The Group Stage third and fourth-place teams advance to the Round of 16

Playoffs (May 7 – 12):

The top sixteen teams will compete in a single-elimination bracket
- All matches will be best-of-three, excluding the Grand Final which will be best-of-five
- The third and fourth Quarterfinals, as well as both Semifinals and the Grand Final will be played out live on stage in front of an audience

Teams Attending

Astralis (Partner Team)
BIG (Partner Team)
Complexity (Partner Team)
ENCE (Partner Team)
FaZe Clan (Partner Team)
Fnatic (Partner Team)
FURIA (Partner Team)
G2 Esports (Partner Team)
HEROIC (Partner Team)
MOUZ (Partner Team)
Natus Vincere (Partner Team)
Ninjas in Pyjamas (Partner Team)
Team Liquid (Partner Team)
Team Vitality (Partner Team)
Monte (ESL Challenger Jönköping winner)
Virtus.pro (ESL Challenger Atlanta winner)
SAW (ESL World Ranking)
Team Falcons (ESL World Ranking)
GamerLegion (ESL World Ranking)
BetBoom Team (ESL World Ranking)
Eternal Fire (ESL World Ranking)
3DMAX (ECL S46 Europe winner)
FORZE (ECL S46 Europe runner-up)
M80 (ECL S46 North America winner)
BOSS (ECL S46 North America runner-up)
The MongolZ (ECL S46 Asia-Pacific winner)
TYLOO (ECL S46 Asia-Pacific runner-up)
Imperial Esports (South American Qualifier winners)
Sharks Esports (South American Qualifier winners)
Pera Esports (European Conference winner)
Bad News Kangaroos (Oceanic Qualifier winner)
FlyQuest (ANZ Champs winner)

Prize Money (USD)

TOTAL	$750,000
1st	$170,000
2nd	$80,000
3rd-4th	$45,000
5th-8th	$32,000
9th-12th	$23,500
13th-16th	$17,500
17th-20th	$12,000
21st-28th	$7,000
29th-32nd	$3,500

Broadcast Talent

Hosts
- “Tres “stunna” Saranthus
- Freya “Freya” Spiers
A Stream
- Jason “moses” O’Toole
- Janko “YNk” Paunović
- Mathieu “Maniac” Quiquerez
- Harry “Harry” Russell
- Hugo “Hugo” Byron
- Henry “Henry” Greer
- Chad “SPUNJ” Burchill
- Alex “Machine” Richardson
B Stream
- Neo “Ne0kai” Caine
- Harvey “Skriv” Rodgers
- Lucy “LucyLuce” Eastwood
- Brandon “BDog” Rawlings
- Travis “Trav” Landaw Mott

Where to Watch

The live broadcast will be available on FACEIT Watch, ESL FACEIT Group’s premier esports viewing platform created by esports fans for esports fans and open for all.

Featuring a unique multi-perspective view selector where users can watch their favorite player’s perspective directly next to the main event stream, a live chat, a kill cam, live-generated replays of key moments, a sound mixer, a rewards program, and more, FACEIT Watch revolutionises esports streaming by putting fans in control of their viewing experience.

Fans can also watch the action on the ESL Counter-Strike Twitch and YouTube channels. For those unable to tune in live, all matches will also be available to watch on-demand for free via YouTube.

For more information about ESL Pro League Season 19, and the latest updates on the event, please visit the official website, and follow ESL Counter-Strike on X, Facebook, and Instagram.

Latest News

New Market Alert! Hacksaw Gaming Touch Down in Portugal with Solverde.pt

Published

18 hours ago

April 19, 2024

Peter Tolan

Reading Time: 2 minutes

Another incredible new market launch for Hacksaw Gaming, this time we’re taking a trip to Portugal with Solverde.pt. Exclusively showcasing our content until the 30th of April, this new partnership looks to be one with an exciting journey ahead.

Fan favourites Wanted Dead or a Wild, 2 Wild 2 Die, R.I.P City, Le Bandit and many more are now featured on the Hacksaw exclusive section of the Solverde.pt platform. At long last, Portuguese players can now immerse themselves in the Hacksaw experience, exploring a large catalogue of our games that demonstrate our creative mechanics and stunning visuals.

“Hacksaw has been a top request from Portuguese casino players and we always aim to know the market preferences and deliver what the customers want” says Américo Loureiro, Solverde.pt Director “We’re very proud to bring this groundbreaking studio to Portugal for the first time and have no doubt it will be a success”

Part of Solverde Group, which boasts more than 50 years of history, Solverde.pt was launched in 2017.

They strive to offer the widest casino portfolio in Portugal, prioritising all the fun of casino games with the top quality and safety that SolverdePT users have come to know them for.

Marcus Cordes, Hacksaw Gaming CEO is certain that Hacksaw enthusiasts in Portugal will be ecstatic with this new launch – “Being able to bring yet another growing market our games is what drives us forward! Saúde to a promising future partnership and to the teams who made this happen.”

With this latest launch marking our third new market entry in the past month alone, Hacksaw Gaming’s quest to introduce our collection to players worldwide is rapidly becoming reality. Are we setting the tone for even more groundbreaking ventures in the months ahead? Stay tuned, as we’re on a mission to grow our Hacksaw Community far and wide.

Latest News

What Types of Resources Help You Find New Online Casinos?

Published

1 day ago

April 19, 2024

Wladimir P.

Reading Time: 3 minutes

As online betting and gambling are increasingly getting popular, more and more gambling portals and online casinos are sprouting up every day on the internet. With so many mobile applications and websites offering lucrative options, it can be quite overwhelming and confusing to find new online casinos which are both legitimate and safe. So, how do you make a decision?

This list of resources will help you clear out that confusion and help you analyse your choices more carefully and choose the right new online gambling site for yourself.

Read Reviews on Reputable Review Sites

Online review websites are one of the most reliable sources to ascertain how good a new online gambling site is. With the drastic increase in the number of online gambling portals and casinos, these review sites have become a frequent visit for many gambling enthusiasts. Such websites usually provide comprehensive reviews of different online casinos along with important information about their games, bonuses, payment methods, and customer support.

One pro tip is to look for reviews from industry experts and popular players to ensure you get a credible report and make a more informed decision accordingly.

Check for Proper Licensing

One of the most critical things before signing up for a new online gambling site is to check its legitimacy and licensing. On the portal, make sure to look for a valid license registered under a proper jurisdiction.

This will ensure that the company is a legally registered operation and that your personal and financial data is safe and secure.

Refer to News Websites and Blogs

Another credible way to find good new online casinos is to look through news websites and blogs that specifically talk about the gambling industry. These sites often publish dedicated articles about the latest trends and developments in the industry, including new site launches and promotions.

Often including reviews from experts, articles and blogs on these platforms is a good way to judge a new online gambling site and make your decision. That’s why it is advisable to keep an eye on such portals and stay updated and informed.

Join Online Forums and Communities

I believe that no one can give a better review of an online gambling website other than someone who has been on the portal and played the game themselves. While there are multiple such forums dedicated to the online gambling industry, some online casinos have their own forums dedicated to their players.

Being on these forums and communities is a good way to get in touch with industry experts and experienced players and personally get their reviews and recommendations on online casinos. You can also learn about new casinos, discuss different aspects of online gambling, and connect with other players who share your interests.

Check Social Media Platforms

It’s 2024 and no community is bigger than social media! Be it Twitter, Instagram, Facebook, YouTube, Snapchat or even Reddit, almost every individual and business is present over there including online gambling companies. With the easiest access to a very large number of people, online casinos have to maintain their presence and stay active on these platforms.

That’s why many online casinos have social media accounts across many of these platforms where they regularly post updates about their latest games, promotions, and other news. Thus, social media is one of the best ways to search for new online casinos. In fact, by following these casinos on social media, you can stay updated about their offerings and be among the first to know about any new developments.

Consider Bonuses and Promotions

A lot of new online casinos offer generous bonuses and promotional schemes like welcome bonuses, free spins, no or low deposits, etc., to attract new players. If you ask me, I prefer playing on a portal that asks for the lowest deposits.

For this, I look for a list of low-deposit online casinos and research their bonuses and promotions to make sure they are lofty and worth my time. Do the same while picking out your online gambling website and chances are that you’ll start with a great deal.

Choosing a new gambling site from a pool of hundreds and thousands of casinos can be daunting, especially for beginners. However, using the right resources like review portals, online communities, blogs, etc., can help you indulge in a proper research process. On the other hand, using smart techniques like checking for licenses and promotional offers offered by the company can make the decision-making even smoother.

But at the end of the day, I believe that finding the right new gambling website really depends on how well-informed you are about the industry. Always make sure to stay updated and informed about whatever is happening in the industry and you’ll automatically find it easier to pick your new gambling website.