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Codere Online to Become the First Publicly-Listed Online Gaming Operator in Latin America Via Business Combination with DD3 Acquisition Corp. II

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Codere Online Luxembourg, S.A. (“Holdco”), Servicios de Juego Online, S.A.U. (“SEJO”) and their consolidated subsidiaries (collectively, “Codere Online” or “the Company”) and Codere Newco, S.A.U. have entered into a definitive business combination agreement with DD3, a publicly-traded special purpose acquisition company, that will result in Codere Online becoming a public company.

Codere Online will continue to be led by the Company’s Managing Director Moshe Edree and its highly experienced management team. Martin Werner, Founding Partner of DD3 Capital Partners, is expected to join the Codere Online Board of Directors.

Codere Online Investment Highlights

  • Strong market opportunity supported by favorable demographic trends in Latin America – Very low existing market penetration with increasing adoption of smartphones, e-commerce and internet connectivity position the region for tremendous near, medium and long term growth (estimated at approximately 10x from 2020 to 2027 based on management projections and industry research).
  • Omnichannel Strategy – Significant competitive advantage through Codere Online’s indirect parent company Codere Group, which has a leading retail footprint encompassing approximately 10,800 venues throughout Latin America, Spain and Italy (approximately 6,600 operating as of December 31, 2020 as a result of COVID-19 temporary closings) as well as a registered retail database of over 3 million registered players.
  • Growth Opportunities in Core Markets and Expansion into New Countries – Codere Online, with a strong presence in Spain, Mexico, Colombia and Panama and its plan to start operating in the City of Buenos Aires (Argentina) in late 2021, is a leading online gaming operator in Latin America, a region expected to represent the next wave of strategic focus and growth for the global gaming industry.
  • Market Expertise – Codere Group has a long history of successful Latin American operations dating back to 1984. Codere Online’s management has decades of experience establishing online gaming operations.
  • Successful Operating Model – Codere Online and its management team have consistently demonstrated the ability to run successful online gaming operations and seek to apply this proven strategy and business model throughout the Latin American markets to drive profitability and positive operating cash flow.
  • Proven and Flexible Technology Platform – Codere Group’s technology platform and Codere Online’s product can be scaled to support growth in core markets and expansion into new markets.
  • Strong Brand – High visibility from long-running sponsorships of soccer teams and athletes.

“We are thrilled to partner with DD3. This deal brings together the renowned Codere brand and our deep expertise in growing online gaming businesses with a world-class sponsor like DD3 that has a proven track record of building businesses through a team of seasoned investors,” Moshe Edree, Managing Director of Codere Online, said. “By going public and with the new capitalization, we will be in a superb position to leverage our online business in our core countries of Spain, Italy, Mexico, Colombia and Panama, as well as the City of Buenos Aires, where we expect to start operating in late 2021, to fuel our further expansion in other high-growth Latin American markets.”

Martin Werner, Founding Partner of DD3 Capital Partners said, “We are excited to partner with Moshe and his team to bring Codere Online to the public markets. The omni-channel presence of Codere paired with the expansive addressable market and limited competition from global gaming operators gives Codere Online a unique advantage in their expansion across Latin America.”

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“We are proud of this deal, which will provide our online team with the financial resources needed to grow Codere Online and take it to a new, higher level. It is a good signal of the value we have been able to create in the last three years, and the solid team and business platform achieved through Moshe´s leadership,” said Vicente Di Loreto, CEO of Codere Group.

Transaction Overview
The business combination values the combined company at an estimated pro forma enterprise value of approximately $350 million, or 2.3x Codere Online’s estimated 2022 revenue of approximately $150 million, and an implied equity market capitalization of approximately $500 million. Codere Online expects to have up to an approximately $145 million cash position to be used to fund marketing expenditures, technology platform improvements and expansion into new high-growth Latin American markets, assuming no redemptions by DD3’s shareholders.

Baron Funds, MG Capital, LarrainVial and DD3 Capital Partners have committed to a private investment of more than $67 million that will close concurrently with the business combination, and Baron Funds has committed to roll-over approximately $10 million of DD3 public shares. DD3 has $125 million of cash in its trust account, exclusive of any accrued interest. Codere Group has agreed to roll-over approximately 90% of its ownership and will maintain a majority ownership interest in Codere Online following consummation of the business combination.

The respective managing bodies of Codere Online and DD3, in addition to the Board of Directors of Codere S.A., have approved the proposed business combination. Completion of the proposed business combination is expected in the fourth quarter of 2021. The proposed business combination will be effected pursuant to the terms and conditions of a business combination agreement entered into by Codere Online, DD3, and the other parties thereto, which contains certain closing conditions, including, without limitation, the registration statement being declared effective by the Securities and Exchange Commission (“SEC”), approval by certain Codere Group noteholders, DD3 holding a minimum of $77 million in cash at closing, and approval by the shareholders of DD3. Pursuant to the business combination, Holdco will acquire both SEJO and DD3, and become a publicly-listed company in the United States.

Additional information about the proposed business combination, including a copy of the business combination agreement and investor presentation, will be provided in a Current Report on Form 8-K to be filed by DD3 with the SEC and will be available at www.sec.gov.

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Advisors
Stifel is serving as financial and capital markets advisor to Codere Online. Davis Polk & Wardwell is acting as U.S. legal advisor to Codere Online. Clifford Chance is acting as legal advisor to Codere Online in Luxembourg. Deloitte is serving as accounting advisor to Codere Online.

EarlyBirdCapital is acting as financial and capital markets advisor as well as placement agent to DD3. Greenberg Traurig and Pérez-Llorca are acting as legal advisor to DD3. Stibbe is acting as legal advisor to DD3 in Luxembourg.

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Hacksaw Gaming and DraftKings Score Again in Ontario

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2023 saw Hacksaw Gaming go live in West Virginia and New Jersey and now we have made our long-awaited entry in Ontario, Canada. Securing this trio has hit new heights and hopes for further successes throughout the rest of this year.

DraftKings Casino entered the iGaming market in Ontario in May of 2022 and partnered with Hacksaw Gaming in the back end of the same year. As Ontario’s regulated iGaming market only went live in April of 2022, the pair have given an outstanding performance with effective launch strategies and expansive footing in North America.

Apart from gaining an unprecedented reach across regulated markets, the mobile-friendly format of Hacksaw Gaming games can be visited on phone or tablet via the DraftKings Casino app. Boasting an impressive online casino’s selection of over 300 games, DraftKings now welcomes Hacksaw Gaming favourites such as Chaos Crew, Mines, Omnom and Boxes.

“The benchmarks we have set as a partnership are remarkable and we are ready to take on more challenges continuing into 2024,” the Chief Executive Officer for Hacksaw Gaming, Marcus Cordes, said.

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Exploring Canada’s video Game Market: Survey Insights

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Technology has become a great source of entertainment to many. Video games particularly have garnered interest from all demographics. In Canada, the gaming industry has experienced significant growth, fuelled by increased accessibility to gaming platforms and the growth of online gaming communities.

Statistics indicate that a large percentage of Canadians are engaged in gaming activities, whether it be playing console or PC games, mobile games, or online multiplayer games. The popularity of video games extends beyond leisure pastimes, with many Canadians participating in gaming competitions, attending gaming conventions, and consuming gaming-related content on platforms like Twitch and YouTube.

The number of video game users in Canada reflects how broad the sector is, from mobile games to digital video games, download games and live streaming. In 2024, the gaming sector will see millions of users in each of these categories. Statista projects 13.38 million users for digital video games and 7.35 million users for online games respectively. It estimates that revenue in the Canadian video game market is expected to reach US$3,925.00m in 2024, so it is no surprise to observe the increasing popularity of the sector.

Well-known online casino provider BetVictor has compiled some key points from major surveys detailing the video game market to give further insight into its makeup and potential. The gaming culture in Canada is growing, which means the type of games and genres will grow along with the sector. Statista recently conducted a survey of 1 576 respondents aged 18 – 64 who are avid video game players, with telling results. ​​In December 2023, a survey about preferred video game genres in Canada revealed the top four genres as being Action, Action – adventure, Adventure and casual games accounting for 31% of respondents’ preferences.

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David Winter, Marketing Manager at BetVictor notes that “We’ve seen a steady increase in the popularity of action-themed and adventure-themed slots and many providers are exploring how to expand further into this market.”

The popularity of Action games such as platform and fighting games can be attributed to various factors, such as: social interaction, accessibility and inclusivity, social appeal, and cultural influence. With such a diverse audience, all these factors are crucial to understand the appeal of Action games.

In the digital age, gaming has transcended mere entertainment to become a cornerstone of culture, and nowhere is this more evident than in Canada. From coast to coast, a diverse community of gamers is thriving, reflecting the country’s inclusive spirit and passion for technology. Whether it’s the casual gamer enjoying a quick session on their smartphone or the dedicated enthusiast meticulously building a custom gaming PC, Canada offers a welcome haven for all kinds of gamers.

Diving deeper into the Statista results, Strategy games accounted for 29%. This shows us that players have a strong interest in tactical and decision-making games. While role-playing (RPG) and sports games garnered 22% each, simulation and shooters trailed slightly behind at 21% and 20% respectively.

MMO (massively multiplayer online games), as well as MMORPGs (massively multiplayer online role-playing games) and MOBA (multi online battle arenas) came in at 13% and 8% respectively, representing a significant but niche following. With such a diverse array of preferences, the survey underscores the multifaceted nature of interests among Canadian gamers. It highlights the need for game developers to cater for a wide range of genres and gameplaying styles in the Canadian market.

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From action shooter games to role-playing adventures, the industry has something for every gaming enthusiast in the Canadian market. Overall, the popularity of video games in Canada reflects a growing cultural phenomenon, where gaming has become a mainstream form of entertainment and a significant aspect of modern-day leisure activities.

Statistics anticipate a compound annual growth rate (CAGR) of 7.10% for 2022-2027, resulting in a projected market volume of US$24.52bn by 2027. Canada’s online gaming market is experiencing a surge in popularity, with a surging number of Canadian players engaging in immersive virtual reality experiences.

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iGaming Ontario Seeks Proposals for a Centralized Self-exclusion Solution Until April 24, 2024

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iGaming Ontario (iGO) is currently seeking proposals for Ontario’s centralized self-exclusion solution for igaming from now until April 24.

Partnering with iGO on this multi-year project offers a unique and exciting opportunity for forward-thinking and innovative organizations prepared to make a lasting positive impact on the igaming landscape in Ontario. Interested organizations can visit iGaming Ontario’s dedicated procurement page on MERX to review all NRFP details and prepare their submissions for this high-profile initiative.

The successful bidder will develop a system that:

  • Integrates seamlessly with all Ontario igaming operators’ systems, including Ontario Lottery and Gaming Corporation (OLG)’s igaming site.
  • Provides anyone 19+ with easy access to create and manage their self-exclusion profile.
  • Implements Know Your Customer (KYC) identity verification, registration, renewal, and reinstatement processes that are intuitive, simple, and offer supporting information.

How to Participate in the Bidding Process?

The Centralized Self-Exclusion (CSE) Solution, along with other iGO current and past bid opportunities, can be found on iGO’s MERX page.

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Have a question?

Use the question and answer tool provided on iGO’s MERX page to submit any questions you might have. Please note that iGaming Ontario will only entertain questions about open bidding opportunities in accordance with government directives.

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