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LeoVegas adds the role Chief Compliance & Legal Officer to Group Management

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Nomination Committee appointed for LeoVegas ahead of 2020 Annual General Meeting
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LeoVegas is further strengthening its organisation in the area of compliance and legal affairs. In connection with this, a new role – Chief Compliance & Legal Officer (CCLO) – is being established in LeoVegas’ Group Management. 

LeoVegas is focusing heavily on compliance by providing training throughout the entire organisation and expanding the teams in these areas. LeoVegas has begun recruitment for a person to serve in the new CCLO role with seat in Group Management. The role includes an overall responsibility for the Group’s work in compliance and legal affairs. It includes, all relationships with authorities and licensors, as well as developing and managing the daily work within the area of responsibility.

Until the position has been permanently filled, LeoVegas has arrived at an interim solution for the near term by appointing attorney Anders Fast through a so-called secondment. Anders Fast is currently Managing Partner at the law firm Baker McKenzie’s Stockholm office and has a solid background with nearly 20 years of experience in the legal profession, with a wide focus on various sectors and companies.

“In a phase in which the industry is maturing and focus on compliance is rising, at the same time that our regulated revenue is growing sharply, the timing is now right to put a CCLO role in place. I am very happy that Anders will take on the CCLO role until we have found the right person long term. Anders has served as a legal adviser to LeoVegas since the start and knows the industry inside and out, which gives him a head start. Our focus on compliance is a prerequisite for us in our work on reaching our financial targets for 2020 and thereby achieving sustainable and long-term strong growth,” comments Gustaf Hagman, Group CEO.

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Announcement from LeoVegas AB (publ)’s annual general meeting

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Announcement from LeoVegas AB (publ)'s annual general meeting
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The annual general meeting 2022 (“AGM”) of LeoVegas AB (publ) (“LeoVegas” or the “Company”) was held today on 19 May 2022 in Stockholm and the following resolutions were passed by the meeting.

Adoption of the income statement and the balance sheet
The AGM resolved to adopt the income statement and the balance sheet in LeoVegas and the consolidated income statement and the consolidated balance sheet.

Allocation of profit
The board of directors resolved, prior to the AGM, to withdraw the proposal for dividends to the shareholders.

The AGM resolved not to pay any dividend to the shareholders and that the previously accrued profits, including the share premium account and year result would be carried forward.

Discharge from liability
The board of directors and the CEO were discharged from liability for the financial year 2021.

Election of the board of directors, auditor and remuneration
The AGM resolved, in accordance with the nomination committee’s proposal, that the board shall consist of seven directors. It was further resolved that the number of auditors shall be one registered accounting firm.

It was resolved that the remuneration shall be not more than SEK 3,000,000 in total, including remuneration for committee work (SEK 3,000,000 previous year), and be paid to the board of directors and the members of the established committees in the following amounts:

  • SEK 325,000 for each of the non-employed directors and SEK 650,000 to the chairman provided that the chair is not an employee;
  • SEK 50,000 for each of the non-employed members of the remuneration committee and SEK 100,000 to the chairman of the committee who is not also an employee; and
  • SEK 50,000 for each of the non-employed members of the audit committee and SEK 100,000 to the chairman of the committee who is not also an employee.

The auditor shall be entitled to a fee in accordance with approved invoice.

It was resolved, in accordance with the nomination committee’s proposal, to re-elect Per Norman, Anna Frick, Mathias Hallberg, Carl Larsson, Fredrik Rüden, Torsten Söderberg and Hélène Westholm as directors. Per Norman was re-elected as chairman of the board.

It was further resolved to re-elect the registered audit firm PricewaterhouseCoopers AB as the Company’s auditor for a period up until the end of the next annual general meeting. PricewaterhouseCoopers AB has announced its appointment of Niklas Renström as main responsible auditor.

 

Principles for the nomination committee
It was resolved to adopt principles for the appointment of a nomination committee in accordance with the nomination committee’s proposal.

Guidelines for remuneration to the senior executives
The AGM resolved, in accordance with the board of directors proposal, to adopt guidelines for remuneration to senior executives.

Incentive program
The board of directors resolved, prior to the AGM, to withdraw the proposal for an incentive program.

Authorization for the board of directors to resolve on repurchase and transfer of own shares
The AGM resolved, in accordance with the board of directors proposal, to authorise the board of directors to decide on purchases of the Company’s own shares in accordance with the following main terms:

Share repurchases may be made only on Nasdaq Stockholm or any other regulated market. The authorisation may be exercised on one or more occasions before the 2023 Annual General Meeting. The maximum number of own shares that may be repurchased so that the Company’s holding of shares at any given time does not exceed 10 percent of the total number of shares in the company. Repurchases of the Company’s own shares on Nasdaq Stockholm may only be made at a price within the range of the highest purchase price and lowest selling price at any given time. Payment for the shares shall be made in cash.

In addition, it was resolved to authorise the Board of Directors to decide on transfers of own shares, with or without deviation from the shareholders’ preferential rights, in accordance with the following main terms:

Transfers may be made on (i) Nasdaq Stockholm or (ii) outside of Nasdaq Stockholm in connection with acquisitions of companies, operations or assets. The authorisation may be exercised on one or more occasions before the 2023 Annual General Meeting. The maximum number of shares that may be transferred corresponds to the number of shares held by the Company at the point in time of the board of directors’ decision on the transfer. Transfers of shares on Nasdaq Stockholm may only be made at a price within the range of the highest purchase price and lowest selling price at any given time. For transfers outside of Nasdaq Stockholm, the price shall be set so that the transfer is made at market terms, except for delivery of shares in connection with employee stock option programs. Payment for transferred shares may be made in cash, through in-kind payment, or through set-off against claims with the company.

The purpose of the authorisations is to give the board of directors greater scope to act and the opportunity to adapt and improve the Company’s capital structure and thereby create further shareholder value, and take advantage of any attractive acquisition opportunities. The authorization may also be used in order to enable delivery of shares in connection with employee stock option programs.

Authorization for the board of directors to resolve on share issuances
The AGM resolved, in accordance with the board of directors proposal, to authorize the board of directors, on one or more occasions, during the time up until the next annual general meeting, to decide to increase the Company’s share capital through a new issue of shares to such extent that it corresponds to a dilution of a maximum of 10 percent of the number of shares outstanding at the time of the annual general meeting. A new issue of shares may be carried out with or without deviation from the shareholders’ preferential rights. Shares issued with deviation from the shareholders’ preferential rights shall be issued at market terms. The board of directors shall have the right to decide on other terms for the issue. Payment may be made against cash payment, in-kind payment or through set-off against claims with the Company.

The purpose of the authorisation is to give the board of directors greater scope to act and the opportunity to adapt and improve the company’s capital structure and thereby create further shareholder value, and take advantage of any attractive acquisition opportunities.

Remuneration report
The AGM resolved to approve the remuneration report.

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Upcoming Annual General Meeting in LeoVegas – Board withdraws proposals on dividend and incentive program, nomination committee presents its proposal

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Upcoming Annual General Meeting in LeoVegas - Board withdraws proposals on dividend and incentive program, nomination committee presents its proposal
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In light of MGM Casino Next Lion, LLC’s (“MGM”) public takeover offer to the shareholders in LeoVegas AB (publ) (“LeoVegas” or the “Company”) that was made public on 2 May 2022 (the “Offer”), the board of directors of LeoVegas has resolved to withdraw its previously communicated proposals on dividend and an incentive program ahead of the annual general meeting on 19 May 2022.

Dividend and incentive program

The board of directors notes that:

  • as regards dividend, MGM has stated that in the event that LeoVegas should pay any dividend prior to the settlement of the Offer, the price per share in the Offer will be reduced correspondingly. Since the dividend, in accordance with previous years, is proposed to be distributed in four tranches, the board of directors finds that the consideration in MGM’s Offer will be clearer and simpler to LeoVegas’ shareholders if no dividend is paid before the outcome of the Offer has been presented; and
  • as regards the proposal on an incentive program, the implementation of such a program would not serve its purpose and not be in the Company’s best interest if MGM completes the Offer.

In case MGM’s Offer to the shareholders in LeoVegas is not completed, the board of directors intends to summon an extraordinary general meeting to resolve on dividend and implementation of an incentive program.

The nomination committee’s proposals

LeoVegas’ nomination committee has now completed its work ahead of the annual general meeting and presents the following proposals:

  • that the board shall consist of seven directors;
  • that the current directors Per Norman, Anna Frick, Mathias Hallberg, Carl Larsson, Fredrik Rüden, Torsten Söderberg and Hélène Westholm are re-elected;
  • that Per Norman is re-elected as chairman of the board;
  • that the remuneration to the board of directors shall be not more than SEK 3,000,000 in total, including remuneration for committee work (SEK 3,000,000 previous year), and shall be paid to the board of directors and the members of the established committees in the following amounts:
    • SEK 325,000 for each of the non-employed directors and SEK 650,000 to the chairman provided that the chair is not an employee;
    • SEK 50,000 for each of the non-employed members of the remuneration committee and SEK 100,000 to the chairman of the committee who is not also an employee; and
    • SEK 50,000 for each of the non-employed members of the audit committee and SEK 100,000 to the chairman of the committee who is not also an employee; and
  • that the registered audit firm PricewaterhouseCoopers AB is re-elected as the company’s auditor for a period up until the end of the next annual general meeting. PricewaterhouseCoopers AB has announced its appointment of Niklas Renström as main responsible auditor.
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Statement by the Board of Directors of LeoVegas in relation to the public offer from MGM

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Upcoming Annual General Meeting in LeoVegas - Board withdraws proposals on dividend and incentive program, nomination committee presents its proposal
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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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