“High quality, proven B2B sportsbook – doubling short- and long-term addressable market and geographic expansion”

Gaming Innovation Group Inc. has signed a Share Purchase Agreement (“SPA”) to acquire the iGaming company Sportnco Gaming SAS (“Sportnco”). Sportnco is one of the leading platform providers of turnkey betting and gaming solutions for operators in regulated markets through its inhouse developed sportsbook and PAM. The combined company will enhance and strengthen GiG’s position as one of the industry leading platforms and media providers with innovative and proprietary products and creating one of the largest and fastest growing providers in regulated iGaming with an unparalleled geographical footprint.

Combined, GiG and Sportnco will be licensed in 25 markets, currently with around 55 clients, as Sportnco’s geographical presence is highly complementary to GiG’s current offering. Sportnco’s tier 1 sportsbook product is strong, and the acquisition is expected to create attractive commercial, operational, and technological synergies, as well as enable cost savings and accelerated growth.

Sportnco is estimating revenues for 2021 in excess of €9 million with an EBITDA around €5 million.

The initial consideration is €50.8 million, whereof €23.5 million will be paid in new shares in GiG and €27.3 million in cash. In addition, GiG will assume existing debt in Sportnco of €19.2 million and there will be an earn-out of up to €23.0 million based on the Sportnco performance in 2022 and 2023.

GiG has also entered into an agreement with SkyCity Entertainment Group Limited (“SkyCity”), whereby SkyCity will, subject to final completion of the acquisition, invest €25 million in GiG through a directed share issue at NOK 18.00 per share, that will finance the main part of the cash consideration.

Closing is expected in February 2022 and is subject to necessary approvals from relevant gaming authorities, shareholder approval to increase the authorised shares in GiG, bondholder approval on the rollover of loans in Sportnco, and final approval by GiG’s Board of Directors.

Richard Brown, CEO of GiG said: “We are tremendously excited to welcome Sportnco into Gaming Innovation Group product offering. The transaction accelerates our long-term vision to become a global leader in the provision of platform, sportsbook and media services to the iGaming industry. The hugely complimentary regulatory profile and high-quality sportsbook that Sportnco have, rapidly expands both companies short- and long-term addressable market. Herve and the team at Sportnco have built a fantastic company over the last decade, creating a great product and working in a range of competitive regulated markets and have a proven track record of success. We are very excited to combine the two companies’ offerings and accelerate our growth potential.”

Hervé Schlosser, CEO and founder of Sportnco, said “GIG and Sportnco really have the perfect match both in terms of product and geographical areas of business but also as they share the same corporate values. I am excited by the sales potential of our combined offerings. Sportnco sportsbook will add strength and attractiveness to the offer of GIG and our mutual PAM solutions will enable us to cover European and American regulated markets for all our existing and future clients.”

SkyCity’s CEO, Michael Ahearne said “we are excited that SkyCity is expanding its strategic partnership with the GiG team. GiG is an established online operator who we have come to know well since partnering in mid-2019 to launch the SkyCity Online Casino. The partnership has provided SkyCity with access to a complementary and high-growth gaming category and has enabled us to pursue an omnichannel strategy. The combined GiG/SportNCo business will be licensed or certified in over 20 jurisdictions, including growth markets such as the US, Canada and Latin America. We are delighted to support GiG in the financing of the transaction, becoming a major shareholder and helping GiG execute on its strategic vision through representation on the Board. Importantly, the equity investment builds our digital capability and strengthens our strategic alignment with GiG.”

Richard Brown adds: “we are also delighted to bring on SkyCity as a new shareholder, a company held in high-regard within the land-based segment of the industry,. Both companies’ outlook and focus around the ever-evolving digitalisation of gambling is expected to enable strategic gains, with GiG benefiting from decades of retail experience to finetune our offering and SkyCity benefiting from first-hand digital experience that GiG holds, and new opportunities brought about by the transaction with SportNCo.”

Sportnco

Sportnco is an independent sports betting and iGaming business with international presence in Europe, South America and the US through a combination of tier 1 clients and strong local players. The company has been successful in entering into new geographical markets and currently has around 40 partners working in 12 countries across Europe and Latin America and currently being launched in new regions in North America.

The company started in 2008, and is a specialist in online sports betting for regulated markets, starting in France, then Spain and expanding to other markets as their sports betting activity was getting regulated. The company has developed its own proprietary betting platform, offering a complete live and pre-match betting offer on more than 50 sports. It includes an experienced team of sports traders who perform betting quotation and counterparty risk management to deliver both attractive odds and high level of margin. Sportnco operates the leading B2B betting networks in France and Spain and is active in other European jurisdictions such as Belgium, Portugal, and Greece, as well as in South America and the US. The company has been developing a responsible gaming policy since its launch, which has led it to be present only in highly regulated markets.

Sportnco’s platform offers a player account management (PAM) system that enable its clients to launch a complete offer of online casino games, sports betting, poker and bingo, as it is connected to more than 40 game providers. This powerful technological integration tool  allows operators to manage all the key aspects of their activities: players KYC, CRM and bonusing, regulatory report through its proper digital vault.

Its shareholders are made up of several French private investors, alongside the CEO and founder of the company, Hervé Schlosser, who is the main shareholder of Sportnco, and the institutional investor BNP Paribas Développement who entered in 2019. Sportnco has offices in Toulouse (France), Madrid and Barcelona (Spain), and currently employs around 130 people, led by an experienced management team made up of industry veterans.

SkyCity

SkyCity Entertainment Group Limited (“SkyCity”) is New Zealand’s largest tourism, leisure and entertainment company and is dual listed on the New Zealand and Australian stock exchanges (with a market capitalisation of around NZ$2.3 billion)

SkyCity operates integrated entertainment complexes in New Zealand (Auckland, Hamilton and Queenstown) and in Adelaide, Australia, featuring casino gaming facilities, tourist attractions, premium restaurants and bars, as well as award-winning hotels. SkyCity recently completed an A$330 million refurbishment of its Adelaide property and is currently developing an International Convention Centre and new hotel adjacent to its flagship property in Auckland (total cost around NZ$750 million).

In August 2019, SkyCity Online Casino was launched on GiG’s platform, an offshore online gaming business for New Zealanders, as a logical extension of its land-based casino operations. The platform has resonated with customers since launch with LTM revenue to 30 September 2021 of around NZ$37 million and a significant active customer base. GiG’s partnership with SkyCity has provided it with access to a complementary, high-growth gaming category and allowed it to pursue an omnichannel strategy.

The Acquisition

GiG will acquire 100% of the shares in Sportnco Gaming SAS for an initial consideration of €50.8 million, whereof €23.5 million in new shares in GiG and €27.3 million in cash. The share price will be determined by the VWAP of the GiG share 10 days prior to closing. The shares will be subject to a 6-month lock-up period. The acquisition implies an enterprise value of Sportnco of €70 million, including around €19.2 million in existing long term loans with French banks that will be rolled over.

The sellers are entitled to a two year earn-out based on the performance in 2022 and 2023 with up to €11.5 million per year. The earn-out will be paid 50% in cash and 50% in new shares in GiG, where the number of shares to be issued shall be based on a 10-day VWAP of the GiG share at the time of payment, expected in April 2023 and April 2024.

The number of outstanding shares of GiG as of today is 96,675,626 (98,415,626 on a fully diluted basis), and the number of authorized shares is 110,000,000. By assuming today’s EUR/NOK exchange rate and a share price of NOK 18.00, GiG will issue around 14.1 million new shares to SkyCity and around 13.2 million new shares to the shareholders of Sportnco. After the issuance of the new shares, the number of outstanding shares in GiG is estimated to be around 124.0 million, whereof SkyCity will hold around 11.4% and the shareholders of Sportnco 10.7%.

Sportnco has 57 shareholders whereof the largest being its CEO and founder its CEO and founder Hervé Schlosser (15.6%), Olivier Marchal, President at Bain&Co France, (9.1%) and BNP Paribas Développment (6.5%), and these will hold approximately 1.7%, 1.0% and 0.7% respectively in GiG after closing.

GiG will call for a special meeting of shareholders to be held on or about 18 January 2022 to approve to amend the certificate of incorporation to increase the number of authorized shares from 110,000,000 to cater for the acquisition, and to approve the increase the board of directors from 6 to 7 and to nominate one representative of SkyCity to the board of directors of GiG.

To keep key employees in Sportnco, a 3-year option program will be entered into, whereby the option holders, pending continued employment, will receive shares in GiG at future VWAP valuation up to a total aggregate value of €4 million.

Bond

The acquisition requires  the bond terms to allow for roll over of the current long-term loans in Sportnco. GiG also plans for a tap issue of up to SEK 100 million (€10 million) to finance part of the up-front cash consideration. GiG has engaged in discussions with its largest bondholders and received indicated support for the required amendments from investors representing approximately 59% per cent of the outstanding bond volume. The formal voting process to amend the bond terms will be announced in the beginning of January.