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Statement by the Board of Directors of MRG in relation to the public offer from William Hill

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The Board of Directors of MRG unanimously recommends the shareholders of MRG to accept the public offer from William Hill of SEK 69 in cash per share.

 

This statement is made by the Board of Directors[1] of Mr Green & Co AB pursuant to Rule II.19 of the Nasdaq Stockholm Takeover Rules (the “Takeover Rules”).

 

Background

William Hill PLC (“William Hill”), through a controlled affiliate William Hill Holdings Limited, has today announced a public offer to the shareholders of MRG to transfer all of their shares in MRG to William Hill for a consideration of SEK 69 in cash per MRG share (the “Offer”). The total value of the Offer corresponds to approximately SEK 2,819 million[2].

The Offer represents a premium of:

  • 48.5 per cent compared to the closing price of SEK 46.5 of the Company’s share on Nasdaq Stockholm on 30 October 2018, the last trading day before the announcement of the Offer;
  • 61.7 per cent compared to the volume-weighted average share price of SEK 42.7 of the Company’s share on Nasdaq Stockholm during the last 30 days prior to 30 October 2018; and
  • 63.4 per cent compared to the volume-weighted average share price of SEK 42.2 of the Company’s share on Nasdaq Stockholm during the last 90 days prior to 30 October 2018.

The acceptance period for the Offer is expected to commence around 10 December 2018 and expire around 11 January 2019, subject to any extensions.

Completion of the Offer is conditional upon, inter alia, that the Offer is accepted to such an extent that William Hill becomes the owner of shares representing more than 90 per cent of the outstanding shares in MRG, 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 William Hill’s opinion, are acceptable. William Hill has reserved the right to waive the conditions for completion of the Offer. The Offer is not conditional upon financing. For further details about the Offer, please refer to William Hill’s press release that was made public today.

The Board of Directors of MRG has, at the written request of William Hill, permitted William Hill to carry out a limited due diligence review of MRG in connection with the preparation of the Offer. Except for certain information regarding MRG’s results for the third quarter 2018, that was made public through the Company’s Q3 report on 26 October 2018, William Hill has not received any inside information regarding MRG during the due diligence process.

In total seven shareholders in MRG, including Board members Henrik Bergquist and Tommy Trollborg, representing in aggregate 40.04 percent of the shares and votes in MRG, have undertaken to accept the Offer and tender all of their shares in MRG in the Offer, subject to certain conditions. The undertakings will lapse in the event that a third party, prior to the expiry of the initial or any extended acceptance period for the Offer, makes an offer for all shares in MRG which corresponds to an offer value exceeding the price in the Offer by at least 8 percent per share, provided that William Hill does not match the competing offer within 10 business days of its announcement. The undertakings will further lapse in case the Offer has not been declared unconditional before 15 February 2019.

SEB Corporate Finance is acting as financial adviser and Cederquist is acting as legal adviser to MRG in connection with the Offer.

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 48.5 per cent compared to the closing price of SEK 46.5 of the Company’s share on Nasdaq Stockholm on 30 October 2018, which was the last trading day before the announcement of the Offer, and a premium of 61.7 percent and 63.4 percent respectively, compared to the volume-weighted average share price for the Company’s share on Nasdaq Stockholm during the last 30 and 90 days, respectively, prior to 30 October 2018.

The Board of Directors further notes that seven shareholders in MRG, representing in aggregate 40.04 percent of the shares and votes in the Company, have entered into undertakings to accept the Offer, subject to certain conditions.

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 MRG’s shareholders from a financial point of view (subject to the assumptions and considerations set out in the fairness opinion).

Based on the above, the Board of Directors unanimously recommends the shareholders in MRG to accept the Offer.

Under the Takeover Rules, the Board of Directors shall, based on the statements made by William Hill in the Offer press release issued earlier today, present its opinion regarding the impact that the implementation of the Offer will have on MRG, particularly in terms of employment, and its opinion regarding William Hill’s strategic plans for MRG and the effects it is anticipated that such plans will have on employment and on the places in which MRG conducts its business. In this respect, the Board of Directors notes that William Hill has stated that William Hill recognize the capabilities and skills of MRG’s dedicated management and employees and look forward to welcoming these talented individuals to the William Hill group. After the completion of the Offer and a careful review of the capabilities and needs of the new combined operations, the optimal structure for future success will be determined. There are currently, before completion of the Offer, no decisions on any material changes to MRG’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.

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.

Stockholm 31 October 2018

Mr Green & Co AB (publ)

The Board of Directors

For further information, please contact:

Kent Sander, Chairman of the Board of Directors, through Åse Lindskog, Director Communications and IR, tel. +46 730 24 48 72, [email protected]

The information in the press release is information that MRG 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 08:15 CET on 31 October 2018.

MRG is a fast-growing, innovative iGaming Group with operations in 13 markets. MRG offers a superior experience in a Green Gaming environment. MRG was founded in 2007 and operates the iGaming sites Mr Green, Redbet, 11.lv, Winning Room, Bertil, MamaMiaBingo, BingoSjov and BingoSlottet. The Group had a turnover of SEK 1,192.0 million in 2017 and has over 300 employees. MRG has gaming licenses in Denmark, Italy, Latvia, Malta, the UK, and Sportsbook license in Ireland. MRG is listed on Nasdaq Stockholm in the Mid Cap segment under the name Mr Green & Co AB (ticker MRG).

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The Nomination Committee’s Proposal of Catena Media’s Board of Directors at the Annual General Meeting 2024

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The Nomination Committee’s Proposal of Catena Media’s Board of Directors at the Annual General Meeting 2024
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The Nomination Committee of Catena Media proposed re-election of the following members of the Board of Directors:

Øystein Engebretsen

Theodore Bergquist

Adam Krejcik

Sean Hurley

The Nomination Committee proposed that Erik Flinck and Dan Castillo be elected as new members of the Board of Directors.

Göran Blomberg, Esther Teixeira-Boucher and Austin Malcomb have declined re-election as board members.

The Nomination Committee proposed that there will be six (6) members of the Board of Directors, changed from seven (7).

The Nomination Committee also proposed Erik Flinck to be elected as Chairman of the Board of Directors.

Erik Flinck, born in 1980, currently provides high end business consulting combined with serving as Chairman for the digital health startup, dr HUD. Mr Flinck previously served as Head of BCG Sweden and has extensive experience from corporate management, growth and turnarounds from nearly 20 years of Management Consulting and serving as Head of Group Strategy and M&A at Sandvik AB. He has a Masters Degree in Engineering (Software development and Financial Mathematics) from the Royal Institute of Technology in Stockholm and a Masters Degree in Business and Administration from Stockholm University and Stockholm School of Business.

Born in 1980, Dan Castillo has accumulated over 20 years of experience across startups, growth companies and turnarounds. Since 2015, Castillo has invested in Catena Media, maintaining a close watch on its progression, especially after its IPO in 2016. He has previous experience of listed board work in Kotipizza which Orkla acquired in 2018. He currently serves on the boards of five companies in different sectors, including Quartr.com in Fintech and Hope Studios in movie production. His academic background includes studies in Finance and Economics at Linköping University.

The Nomination Committee of Catena Media consists of:

Nicklas Paulson, representing Investment AB Öresund (chair of the nomination committee)

Marianne Stenberg, representing Second Swedish National Pension Fund

Martin Zetterlund, representing Niklas Karlsson

Göran Blomberg, chairman of the board of Catena Media.

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Industry News

IGT Announces Executive and Board Leadership Changes

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IGT Announces Executive and Board Leadership Changes
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International Game Technology PLC (IGT) announced that on March 21, 2024, its Board of Directors implemented changes to the Company’s Board and executive team.

Marco Drago announced that he will step down from his role as a non-executive director of the IGT Board of Directors. He will carry out his remaining term and depart from the Board at the conclusion of the Company’s Annual General Meeting (AGM) on May 14, 2024.

Enrico Drago has been appointed by the IGT Board of Directors as a non-executive director of the IGT Board. In addition, Enrico Drago will resign from his current role of CEO of IGT PlayDigital, and Gil Rotem, who is currently IGT PlayDigital President of iGaming, will expand his role to become IGT PlayDigital President and report directly to Vince Sadusky, CEO of IGT. These changes will be effective April 1, 2024. Enrico Drago will continue in his role as vice chairman of De Agostini S.p.A.

“As Marco Drago prepares to step down from his position on the IGT Board of Directors, I’d like to thank him for his many years of service and his unwavering commitment to driving results and creating value for all IGT stakeholders. Enrico Drago joining the Board and leaving his executive leadership position at IGT is a natural evolution that supports the Company’s vision for its next era of growth and transformation. Enrico’s value-creation mindset and understanding of global growth opportunities will enhance the Board and align with IGT’s strategic priorities,” said Marco Sala, IGT Executive Chair of the Board.

“Watching and guiding IGT through its evolution from a collection of companies that started with Lottomatica and GTECH grow into a unified global gaming leader has been very gratifying. We have been fortunate to have a great group of board members and business unit leaders that have helped drive IGT’s growth during this time. I thank them for their contributions and am certain that IGT is positioned for continued growth as we go forward with the bold initiatives we have undertaken,” said Marco Drago, IGT Non-Executive Director.

“Over the last five-plus years, IGT PlayDigital has established leadership positions in the global iGaming and North American sports betting sectors that will be foundational to the Company’s future successes. I thank the entire IGT PlayDigital team for all that we have accomplished in this time, and I look forward to supporting IGT in a new capacity and further helping the Company define its vision and strategy,” said Enrico Drago, CEO of IGT PlayDigital.

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Industry News

Bidstack Executive Team Acquires Bidstack Limited and all its Subsidiaries

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Bidstack Executive Team Acquires Bidstack Limited and all its Subsidiaries
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The executive team of Bidstack has acquired Bidstack Limited and all the operating entities of the Group, from the administrators of Bidstack Group PLC. The deal sees James Draper, Founder & CEO, and the executive team of Bidstack Ltd become significant majority shareholders.

All contracts and client relationships will continue within the new ownership structure – safeguarding jobs for the UK and European-based staff.

Bidstack, the multi award-winning in-game middleware technology provider that initially set about bringing programmatic advertising revenue to the most renowned sports gaming franchises in the world, has diversified into a broader offering, taking advantage of the most advanced off-engine content management system in gaming.

Following the announcement of a partnership with the Washington Commanders, where the NFL franchise became the first-ever sports team to utilise a platform to control advertising within their virtual stadium, across official NFL games, from multiple studios and developers, the management team has been focusing on sports rights holders as a key customer type.

The executive team has the support of the world’s leading rights-holder professionals in the sports industry. It will continue to execute from its position as the leading technology for the sports industry, for fan engagement and brand activations, in video games.

The executive management consists of James Draper continuing as Chief Executive Officer, with Lisa Hau stepping up to Chief Financial Officer, Dave Garvey continuing as Chief Legal Officer, Will Stewart moving to Chief Product Officer and Daniel Barrigas to Chief Technology Officer.

James Draper, Bidstack’s Founder & CEO, said: “The acquisition is a pivotal moment for the next phase of growth for the business. Our technology is at the forefront of sports technology, and I couldn’t be more excited. I am proud that we are able to reward our ambitious and industry-pioneering team and have them as shareholders alongside myself.”

“I want to thank the staff and customers for standing by us during this strategic review, which has obviously been an uncertain period. For all of our customers to have stood strong alongside us is testament to the relationships we’ve built over the years, as well as the incredible staff we have here who have fostered those connections.

“The company can now focus on the enormous potential we have, to enable sports teams to get closer to their fans and improve the player experience by bringing their virtual IP to life, with real-time messaging, rewards and engagements.

“Thank you to the management team who have invested to protect the incredible work our talented group has produced. It’s extremely motivating to see the unwavering belief we collectively have in our vision and product. Sadly, the public market is an uncertain place currently, and it’s a challenging environment for growth businesses such as ours.

“The interest and support we’ve had from some of the leading players in the sports industry has given our team great confidence and motivation as we work with some of the world’s largest sporting franchises and leagues.

“Thank you to everyone’s support and to our Board of Directors, who have assisted myself and management throughout.”

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