Golden Matrix Group, Inc., developer, licensor and global operator of online gaming and eCommerce platforms, systems, and gaming content, and MeridianBet Group, Southeast Europe’s leading business-to-consumer (B2C) sports betting and gaming group with headquarters in Malta, operating in multiple markets across Europe, Africa, and Latin America, today announced that GMGI has entered into a definitive acquisition agreement pursuant to which it has agreed to acquire MeridianBet Group and its related companies in a cash and stock transaction valued at approximately $300 million (the “Acquisition”).

The acquisition, when completed, will provide GMGI access to new and fast growing regulated B2C markets that have experienced double digit compound annual growth rates (CAGRs) since 2020[i], supported by a network of over 1,100 highly skilled MerdianBet professionals. The acquisition is expected to close in the first half of 2023, subject to customary conditions to closing, including GMGI raising required funding, completion of due diligence, GMGI shareholder approval, and regulatory approvals. The combined pro forma revenues of both companies are expected to be greater than $100 million in FY2022, with an EBITDA estimated to be greater than $22 million for the pro forma year ended 31 October, 2022, making the combination financially appealing and earnings-accretive.

Both companies plan to continue operating under their respective brands.

Transaction Highlights

• Creation of a combined group of profitable and cash positive companies, with enhanced buying power.
• Access to new markets globally.
• Increased competitive edge supporting over 600 third party casino brands on combined proprietary platforms and over 3.5 million registered retail customers in the B2C facing businesses.
• Following the acquisition, GMGI expects to be positioned for growth, both organically and through further acquisitions, and through supported proprietary technology solutions across retail and online.
• Following the acquisition, GMGI expects that synergetic growth opportunities will exist in core markets through the strong MeridianBet brand and growth prospects of other GMGI B2C brands and market entries.

Rationale for the Planned Acquisition

MeridianBet Group with a strong B2C presence in European, Latin America (LATAM), and African sports betting markets – and over 38% year-on-year revenue growth, Fiscal Year 2022 over 2021 – combined with Golden Matrix’s B2B gaming platforms supporting over 6.8 million registered users is expected to result in complementary aspects of the business and a significant increase in market share for both companies.

As a Nasdaq company, Golden Matrix has been seeking opportunities to grow and expand in a strategic and sustainable way. The acquisition of MeridianBet presents a unique opportunity for GMGI to achieve this growth while also gaining access to new markets and resources. Additionally, MeridianBet is a profitable and unique company, which is expected to bring valuable expertise and assets to the combined entity. Overall, the acquisition of MeridianBet is anticipated to bring significant benefits to GMGI from both a financial and operational standpoint, and GMGI’s management team is confident it will drive long-term value for shareholders.

Brian Goodman, CEO of Golden Matrix:

“We are thrilled to announce our entry into a purchase agreement with the shareholders of MeridianBet Group. We believe that this acquisition will provide us entry into a well-established and highly scalable B2C vertical in new markets outside of our core markets. MeridianBet Group appealed to us with its proven business model that emphasizes organic growth, resilience to external economic factors, and exceptional products and technology. We are pleased to be on the path to completing this acquisition and look forward to strengthening and growing our position in the global online betting and gaming industry, expanding into new regulated markets, and maintaining our ongoing drive to scale the business as a whole at a rapid growth rate. MeridianBet Group’s regional market strength, brand awareness and proprietary technology solutions across the enlarged group are also expected to further accelerate our growth and expansion into new territories.”

Commenting on the Acquisition, Zoran Milosevic, Chief Executive Officer of MeridianBet Group said:

“Today marks a major milestone for MeridianBet Group and its employees. As a public company traded on Nasdaq, in synergy with Golden Matrix, we expect to set an industry standard when it comes to worldwide gaming platforms and to be in an even stronger position to deliver on our aggressive growth strategy and expand into new markets, including  Brazil and the US. Our brands, which are well known among worldwide online betting and gaming communities, are stronger together; and I am looking forward to working closely with Brian Goodman as we conclude the acquisition. I would like to take this opportunity to express my gratitude to Brian for his hard work and determination, in what has been a testing global macro economic environment for all. I thank the entire GMGI and MeridianBet team for their dedication and commitment to finalize this agreement. We are excited about the many opportunities we can pursue together in the years ahead, and we look forward to updating shareholders and employees on our progress and working towards closing the acquisition and continuing as a combined group.”

Terms of the Acquisition

The purchase price payable to MeridianBet Group shareholders will be satisfied by the issuance to MeridianBet stockholders of approximately 65.3 million common shares of GMGI, based on an agreed price of $3.50 per share, and $70 million in cash. Upon closing of the acquisition, the MeridianBet Group of companies will become wholly-owned subsidiaries of GMGI. The acquisition agreement has been approved by the Board of Directors of each company.

“From the perspective of MeridianBet Group,” added Mr. Milosevic, “the strategic rationale behind the deal and becoming part of a Nasdaq-listed company is to be more competitive and successful in Brazil, the United States and other large markets – where market entry for private companies is more challenging. We are confident the best days of sports betting and online casinos are yet to come, with gaming regulation rolling out globally, creating opportunities for us to expand into these emerging markets.”

No change in the Company’s name is planned in connection with the acquisition, and the Board structure is expected to remain the same, with the sole exception being Mr. William Scott joining as Chairman of the Board. Mr Scott is a seasoned veteran in the regulated gaming industry and is currently an advisor to MeridianBet Group.