Gambling.com Group Limited, a leading provider of player acquisition services for the regulated global online gambling industry, announced that it has entered into a definitive agreement to acquire Roto Sports, Inc. (“Roto Sports”), operator of RotoWire.com (“RotoWire“), a popular provider of expert fantasy sports news and advice. The transaction is expected to close in early January 2022 and is subject to customary closing conditions.

The acquisition of RotoWire will immediately expand Gambling.com Group’s U.S. presence and is expected to create immediate accretion to fiscal 2022 earnings. The Group will leverage RotoWire’s existing audience, content library, talented workforce, media partnerships and trust with U.S. sports fans to further accelerate the Group’s already fast-growing business in the U.S. online sports betting market. Gambling.com Group believes that RotoWire’s popular digital assets – when combined with the Group’s digital expertise and technology platform – will drive substantial, incremental affiliate revenue in the rapidly expanding sports betting environment.

Transaction Highlights:

• Attractive financial profile: The aggregate purchase price is $27.5 million, of which $7.5 million is deferred over a two-year period following closing. The aggregate purchase price is expected to be approximately four times Roto Sports’ estimated 2021 revenue.

• Dominant player in U.S. fantasy sports: RotoWire had more than 100,000 paid subscriptions and more than 17 million unique web visitors in the last 12 months. Its content reaches millions of additional sports fans through distribution arrangements with some of the largest sports media organizations in the U.S.

• The authority to lead in U.S. online sport betting: RotoWire’s quarter century track record of being a leading authority in fantasy sports gives it the expertise to make sports betting recommendations that American consumers will trust.

“Over the past 25 years, Peter and the RotoWire team have produced some of the best fantasy sports content in America and have in turn embedded their business into the heart of the American sports experience,” said Charles Gillespie, Chief Executive Officer of Gambling.com Group. “Commercially, the RotoWire business has three different  revenue streams, each generating over $1 million per year, which give it significant reach into sports media organizations as well as with advertisers and individual sports fans. These deep and long-lasting customer relationships are an ideal platform from which to capitalize on the new era of American sports – the betting and gaming era.”

Peter Schoenke, President of RotoWire and past-Chairman of the Fantasy Sports & Gaming Association, added, “The United States is entering a whole new world of sports fandom and combining forces with Gambling.com Group will accelerate RotoWire’s growth. Gambling.com Group’s resources and experience will help RotoWire rapidly advance its sports betting offerings to take full advantage of this new era.”

Transaction Terms

The aggregate purchase price is $27.5 million. The Group will pay $20.0 million at closing, consisting of $15.0 million in cash and $5.0 million in newly issued, unregistered ordinary shares, valued on a volume weighted average price over the preceding 10 trading days. The Group will pay $2.5 million and $5.0 million on the first and second anniversaries of the closing, respectively, neither of which are dependent on the financial performance of RotoWire. The Group has the ability to elect to pay up to 50% of each of the deferred amounts in unregistered ordinary shares.

“We will commence work on expanding sports betting content and tools across RotoWire’s digital assets straight after closing,” said Gillespie. “We believe that the combination of these two complementary businesses creates immediate accretion to our fiscal 2022 earnings and establishes a foundation for a leadership position in U.S. sports betting which will drive near-term, and especially long-term, value creation for our shareholders.”