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Statement by the Independent Bid Committee of Cherry AB in relation to the public offer from European Entertainment Intressenter BidCo AB

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Statement by the Independent Bid Committee of Cherry AB in relation to the public offer from European Entertainment Intressenter BidCo AB
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The Independent Bid Committee of Cherry AB (publ) (“Cherry” or the “Company”) – STO: CHER-B.ST – recommends the shareholders to accept the public offer of SEK 87 in cash per share of series A and B in Cherry submitted by European Entertainment Intressenter BidCo AB[1] (”EE Intressenter” or the “Offeror”).

 

This statement is made by the Independent Bid Committee[2] of Cherry pursuant to Rule II.19 of the Nasdaq Stockholm Takeover Rules (the “Takeover Rules”).

Background
EE Intressenter, a company jointly controlled by a consortium consisting of Bridgepoint Advisers Limited acting as managers for and on behalf of the limited partnerships comprising the Bridgepoint Europe VI Fund (“Bridgepoint”), Prunus Avium Ltd, Klein Group AS, Audere Est Facere AS, Pontus Lindwall, Berkay Reyhan and Can Yilanlioglu (the “Consortium”), has today announced a public offer to the shareholders of Cherry to tender all shares in the Company not held by the Consortium to EE Intressenter for a consideration of SEK 87 in cash per share in Cherry (the “Offer”). EE Intressenter will not increase the price in the Offer. By this statement EE Intressenter cannot, in accordance with the Takeover Rules, increase the price in the Offer.

The total value of the Offer, based on all shares of series A and B in Cherry, corresponds to approximately SEK 9,193 million[3]. The Offer is fully financed through a combination of equity provided by Bridgepoint and the other members of the Consortium and debt financing provided by Ares Management Limited. The acceptance period for the Offer is expected to commence around 20 December 2018 and expire around 23 January 2019, subject to any extensions.

Completion of the Offer is conditional upon customary terms, including the Offer being accepted to such extent that EE Intressenter becomes the owner of more than 90 percent of the total number of outstanding shares in Cherry; that no other party announces an offer to acquire shares in Cherry on terms that are more favourable than the Offer to the shareholders in Cherry as well as receipt of all necessary regulatory, governmental or similar clearances, approvals and decisions with respect to the Offer and the acquisition of Cherry, including from competition and gambling license authorities, in each case on terms which, in EE Intressenter’s opinion, are acceptable. Further information regarding the Offer is included in EE Intressenter’s press release, which is available at www.europeanentertainment.se.

EE Intressenter does not own any shares in Cherry at the time of announcement of the Offer, whereas the members of the Consortium own in aggregate 50,100,368 shares, corresponding to approximately 47.4 percent of the total number of shares and 37.9 percent of the total number of votes in the Company. Irrevocable undertakings to accept the Offer, subject to certain conditions, have been received from shareholders representing in total 12,298,332 shares, corresponding to approximately 11.6 percent of the total number of shares and 28.5 percent of the total number of votes in Cherry. In total, the Consortium thereby owns shares, or have secured commitments to accept the Offer, corresponding to 59.1 per cent of the capital and 66.5 per cent of the votes.

Given that Morten Klein, who is included in the Consortium, also is Chairman of the Board, an independent bid committee consisting of Gunnar Lind, Johan Moazed and Jörgen Olsson (the “Independent Bid Committee”) was appointed on 16 October 2018 and has since handled questions related to the Consortium and the Offer. Rolf Åkerlind was elected to the Board of Directors on 21 November 2018 and has since been part of the Independent Bid Committee.

The Independent Bid Committee of Cherry has, at the written request from the Consortium, permitted the Consortium to carry out a limited confirmatory due diligence review of Cherry in connection with the preparation of the Offer. The Consortium has not received any inside information regarding the Company during the due diligence process.

The Independent Bid Committee’s recommendation
In its evaluation of the Offer, the Independent Bid Committee has taken a number of factors into account which they deem relevant, including, but not limited to, the Company’s present strategic and financial position, prevailing market conditions and the Company’s expected future development as well as opportunities and risks related thereto.

The Independent Bid Committee has also considered the in-depth analysis conducted by the Company’s financial advisor Carnegie Investment Bank AB (publ) in connection with the Offer.

In particular, the Independent Bid Committee wishes to highlight the following considerations made in connection with their recommendation.

1. Considerations regarding bid premium
The offer represents a premium of 20.0 percent compared to the closing price of Cherry’s series B shares on Nasdaq Stockholm on 17 December 2018, the last trading day before the announcement of the Offer. The Independent Bid Committee notes that the bid premium of 20.0 percent is moderate compared to other announced bids on Nasdaq Stockholm in recent time.

However, the Independent Bid Committee also notes that the Offer corresponds to a premium of 28.0 percent compared to the volume-weighted average share price of Cherry’s series B shares on Nasdaq Stockholm during the last 90 trading days and 59.6 percent compared to the closing price on 15 October 2018, the day before the Board of Directors received the letter by which the Offeror presented its non-binding bid.

Since 15 October 2018, the Company has published its interim report for the third quarter, which was well received by shareholders and other investors. However, the Independent Bid Committee also notes that the upcoming regulation of the Swedish gambling market has led to an intensified discussion in the media and among investors about increased consolidation between market players, including companies such as Cherry. One example of announced such deals is William Hill’s bid on MRG on 31 October 2018.

It is the opinion of the Independent Bid Committee that the Company’s share price over a recent period of time has come to partially reflect the potential participation by the Company in a future consolidation. This has led the Independent Bid Committee to not only consider the bid premium based on the last closing price or an average calculated based on trading in recent weeks, but also bid premiums based on the trading during a longer period of time.

2. Views of existing shareholders
Several persons, including Morten Klein, that are currently active in the Company are also part of the Consortium and thus participate as bidders in the Offer.

At the same time, several shareholders, some of whom have a long ownership history and deep understanding of the Company’s operations and future prospects, have entered into commitments to accept the Offer, under certain conditions.

These owners, who together hold a total of 11.6 percent of the total number of shares and 28.5 percent of the total number of votes in Cherry, include among others Jonas Cederholm (CEO and co-founder of Game Lounge) and Fredrik Langeland (co-founder of Game Lounge) partly through Tykkox Investments Ltd, Per Hamberg and Lars Kling (founders of Cherry).

3. Changed conditions for listed iGaming companies in Sweden
Regulatory authorities in a number of countries, including Sweden, have decided upon or begun preparation for a regulation of the Swedish gambling market. Following such regulation, the industry will enter a new phase characterised by higher maturity. In light of the changing market environment, the market outlook for the next year is expected to be less predictable. This may result in more volatile earnings for Cherry, which is challenging in a public environment.

Also, the Independent Bid Committee notes that a number of reputable Swedish institutions have recently announced that they will distance themselves from the sector following changed investment mandates and new directives regarding sustainability. Consequently, the Independent Bid Committee believes that access to institutional capital for iGaming companies listed in Sweden will decrease, which in turn means that it will be harder to effectively finance the business as a listed company.

4. Fairness opinion by KPMG
In accordance with Section III.3 of the Takeover Rules the Independent Bid Committee has engaged KPMG to issue a so-called fairness opinion regarding the Offer.

In relation to its engagement, KPMG has received detailed information about the Company’s financial position and future strategy which has been supplemented with interviews with representatives of the Company. KPMG has conducted an extensive valuation exercise for each of the Company’s subsidiaries and compiled this analysis in a valuation statement regarding the Company as a whole.

According to the fairness opinion, which is attached to this press release, the Offer is fair to Cherry’s shareholders from a financial point of view.

5. Impact on the Company and its employees
Pursuant to Section II.19 of the Takeover Rules, the Independent Bid Committee shall, based on the statements made by EE Intressenter in the Offer press release issued earlier today, present its opinion regarding the impact that the implementation of the Offer will have on the Company, particularly in terms of employment, and its opinion regarding the Consortium’s strategic plans for the Company and the effects it is anticipated that such plans will have on employment and on the places in which Cherry conducts its business.

In this respect, the Independent Bid Committee notes that EE Intressenter states in the press release regarding the Offer that the members of the Consortium believe that Cherry will be able to maximise value by focusing on driving the performance of the individual business units rather than managing the combined entity as a publicly listed company. Further it is stated that Bridgepoint and the other members of the Consortium place great value on Cherry’s management and employees and expect that the Offer will support continued growth and create long-term positive effects Cherry and its employees, customers and other stakeholders impacted by the operations of Cherry. EE Intressenter has not made any resolutions that are expected to cause the Offer to have an impact on Cherry’s or EE Intressenter’s organisations, management teams or employees, including their terms of employment, or on the locations of Cherry’s or EE Intressenter’s operations.

The Independent Bid Committee assumes that this description is correct and has no reason to take a different view in this respect. Thus, it is the assessment of the Independent Bid Committee that the Offeror would be a good owner of the Company in the coming years, which has been taken into consideration in the decision on a recommendation.

Based on the above, the Independent Bid Committee recommends the shareholders in Cherry to accept the Offer. The decision was taken with a unanimous vote by the Directors appointed by the General Meeting of Cherry. The employee representative abstained his vote.

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.

Carnegie Investment Bank AB (publ) is acting as financial adviser and Advokatfirman Delphi is acting as legal adviser to Cherry in connection with the Offer.

 

Cherry AB (publ)
The Independent Bid Committee

[1] Under name change from Goldcup 17805 AB
[2] The board member Morten Klein has not participated in the Board of Directors’ evaluation of or discussions regarding the Offer due to a conflict of interest
[3] Based on 105,668,026 shares. If Cherry, prior to settlement of the Offer, pays dividend or makes any other value transfer to shareholders, the Offer as set out above will be reduced accordingly

 

CHERRY IN BRIEF

Cherry is an innovative and fast-growing gaming company with operations in gaming, media and entertainment. The company was founded in 1963 and today, Cherry operates through five diversified business areas: Online Gaming, Game Development, Online Marketing, Gaming Technology, and Restaurant Casino. The Group’s objective is to grow organically in combination with strategic acquisitions of fast-growing companies. On 30 September, Cherry employed some 865 people and had about 9,325 shareholders. The company’s class B share is listed on the Nasdaq Stockholm exchange, Mid Cap segment. More information is available at www.cherry.se.

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SOFTSWISS and Evolution Launch Evo Prime Drop Campaign

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SOFTSWISS and Evolution Launch Evo Prime Drop Campaign
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The SOFTSWISS Jackpot Aggregator, a multipurpose gamification system for managing promotional campaigns, launched the Evo Prime Drop campaign in partnership with Evolution Gaming Group AB in March. The Evo Prime Drop aims to enhance player engagement and highlight captivating games integrated with Evolution. 

Evolution is a leading B2B solution provider for casino operators offering live casino, live game shows, slots and more. The Evo Prime Drop leverages Evolution’s extensive portfolio, available through the SOFTSWISS Game Aggregator, to feature premium games from such developers as NetEnt, Red Tiger, and Big Time Gaming (BTG). 

An exceptional aspect of the Evo Prime Drop is its accessibility to casino operators within the SOFTSWISS Game Aggregator network at no extra charge. This arrangement between Evolution and SOFTSWISS supports their partners in enhancing player engagement and retention. 

The campaign’s jackpot prize pool is another highlight, featuring a generous 50,000 euro. The campaign is designed to be inclusive, allowing players to participate with a minimum bet of just 1 euro. The campaign started on 11 March and will conclude on 31 March. 

The prize distribution is thoughtfully structured to maximise the number of winners, with 20 top prizes of 1,000 euro each, 100 prizes of 100 euro, and 400 prizes of 50 euro. This tiered system adds to the appeal of the Evo Prime Drop, making it a highly anticipated event in the online gaming calendar. 

This inaugural campaign, launched in collaboration with a game provider, paves the way for further initiatives for SOFTSWISS Game Aggregator clients. The Jackpot Aggregator’s unique mechanics and the Game Aggregator’s user-friendly settings make the launch seamless and fast.

Aliaksei Douhin, Head of SOFTSWISS Jackpot Aggregator, comments: “We see immense potential in such campaigns because they present a win-win solution for all parties involved. 

Beyond addressing the casino’s primary objective of retaining and attracting players, these mechanics offer providers additional opportunities to promote their games. Furthermore, players gain new experiences, exactly what draws them to us. 

Thanks to the quick and easy launch, we view these campaigns as a positive development for the industry. 

Special thanks to Evolution for their pivotal partnership in Evo Prime Drop. Evolution’s support is instrumental in bringing these gaming opportunities to life, showcasing the strength of collaborative efforts in advancing the gaming industry.”

Nicholas Peters, Chief Business Development Officer Europe at Evolution, adds: “We are excited to partner with SOFTSWISS in the Evo Prime Drop campaign. Collaborating with the expert team behind the Jackpot Aggregator, and given the excellence of SOFTSWISS’ software solutions and the premium games from providers integrated by Evolution, we are confident in the campaign’s success.

We are constantly looking for new technologies and mechanics to maintain a leading position in the market and provide innovative solutions to our customers. We are pleased that our collaboration with the SOFTSWISS Jackpot Aggregator has proven to be mutually beneficial. “

 

About SOFTSWISS 

SOFTSWISS is an international tech company supplying software solutions for managing iGaming projects. The expert team, which counts over 2,000 employees, is based in Malta, Poland, and Georgia. SOFTSWISS holds a number of gaming licences and provides one-stop-shop iGaming software solutions. The company has a vast product portfolio, including the Online Casino Platform, the Game Aggregator with thousands of casino games, the Affilka affiliate platform, the Sportsbook Platform and the Jackpot Aggregator. In 2013, SOFTSWISS was the first in the world to introduce a Bitcoin-optimised online casino solution.

 

About Evolution

Evolution Group is a leading B2B provider of online casino content. Evolution’s brands are synonymous with outstanding solutions and the widest choice in the online gaming world. As well as being a world-leader of live dealer gaming with its Evolution and Ezugi brands, the NetEnt, RedTiger, Big Time Gaming and Nolimit City studios produce some of the industry’s most innovative and commercially successful slots. The Digiwheel brand is the developer of the world’s first patented HD spinning gaming wheel, offering opportunities to bring the very best of wheel based online games to land-based casinos. Livespins is an innovative B2B social streaming game provider that enables.

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BetConstruct, a global leader in iGaming technologies committed to constant progress, has launched 3 services aimed at the high performance and growth of its partners: Zone Solutions, Pro DDOS Protection and Business Dashboard.

These services are precisely crafted to address the diverse needs of BetContruct’s partners providing them with leading-edge solutions to foster success in the competitive world of iGaming.

Zone Solutions

Zone Solutions is an all-encompassing suite of domain management services and solutions tailored specifically for Turnkey partners with domain management on their side to upgrade online operations and handle domain management with ease and confidence. From proactive strategies to meeting regulatory compliance measures, Zone Solutions helps businesses enhance an efficient online presence.

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Pro DDOS Protection is a comprehensive cybersecurity solution tailored specifically for White Label and Turnkey Partners, with domain management handled on the provider’s side. This leading-edge product is designed to combat Distributed Denial of Service (DDOS) attacks and safeguard web applications. With its instant threat detection, enhanced WAF capabilities, and rapid response, the DDOS mitigation service provides security and reliability of the digital assets of White Label and Turnkey Partners.

Business Dashboard

Business Dashboard is a powerful analytics platform that delivers real-time insights and simplifies gaming business management. This comprehensive tool allows to track key metrics across finances, player acquisition, and website traffic. It helps to optimise casino & sportsbook performance and make data-driven decisions for success.

Embracing these services, partners can confidently navigate challenges, elevate their online operations, and seize opportunities for growth in the dynamic world of iGaming. With BetConstruct as a trusted ally, the future of online gaming holds limitless potential for those who dare to innovate and succeed.

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Booming Games launches another smash hit with Lucky Oasis

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Let your players be transported to a world of opulence and excitement with Booming Games’ latest hit slot – Lucky Oasis.

Lucky Oasis, is a 5×3, 20-payline video slot that has been designed to immerse players into a world full of engaging new features, set against a backdrop of showgirls and the rolling of dice which will have your players quickly feeling like a high roller.

With just 3 or more Scatter symbols, players can unlock up to 12 Free Spins. Additionally, the game’s unique ‘Random Selection’ feature cranks up the excitement further, by providing players with a simple auto-selection mechanism to enhance their overall gaming experience.

However, one of the standout features of Lucky Oasis is its Wild Multipliers, which can substitute for all symbols except the Scatter, with the potential to multiply wins by up to 3,024x.

Moritz Blume, Director of Product at Booming Games commented, “Lucky Oasis is such a great addition to our game portfolio because it’s where two worlds collide. It’s packed full of innovative features that players have come to love about our games, combined with the nostalgic feel of a casino you’d find sheltering under the Nevada sun.

“We love what we do and I think this is mirrored in the games that we release and Lucky Oasis is no exception. We are really excited to see this game go live and it’s impending success.”

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