Gaming Innovation Group Inc. signed a Share Purchase Agreement (“SPA”) to acquire the iGaming company Sportnco Gaming SAS  on 22 December 2021. GiG has received the necessary approvals from relevant authorities, and GiG’s Board of Directors has resolved to complete the acquisition, hereunder to issue new shares to the shareholders of Sportnco and to SkyCity Entertainment Group Limited (“SkyCity”).

GiG acquires 100% of the shares in Sportnco Gaming SAS for a consideration of €51.37 million, whereof €27.87 million has been paid in cash and €23.50 million in 12,623,400 new shares in GiG at a share price of NOK 18.08, equal to the VWAP of the GiG share for the past ten days of trading. In addition, Sportnco will retain €18.63 million of its existing long-term loans.

GiG also entered into an agreement with SkyCity in December 2021, whereby SkyCity invests €25 million in GiG through a directed share issue at NOK 18.00 per share, equal to 13,487,500 new GiG shares, financing the main part of the cash consideration to the shareholders of Sportnco.

GiG issues 26,110,900 new shares to the shareholders of Sportnco and SkyCity, increasing the number of outstanding shares from 96,675,626 to 122,786,526. The shares issued to the shareholders of Sportnco are subject to a 6-month lock-up period.

Sportnco has 84 shareholders whereof the largest being its CEO and founder Hervé Schlosser (15.6%), Olivier Marchal, President at Bain&Co France (9.1%) and BNP Paribas Développment (6.6%), and these will hold 1.60%, 0.93% and 0.67% respectively in GiG. SkyCity will hold 10.98% in GiG.

In addition, the shareholders of Sportnco 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. Further, 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.

The combined company

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 regulated geographical footprint.

Sportnco has international presence and operates as a leading B2B supplier in France and Spain and is active in other European jurisdictions such as Belgium, Portugal, and Greece, as well as in several high growth Latin American markets and is well positioned to enter the US sportsbook lead states. Sportnco’s geographical presence is highly complementary to GiG’s current offering and combined, GiG and Sportnco will be licensed in 25 markets, currently with around 55 clients. Through the acquisition, GiG has increased both short- and long-term addressable markets meaningfully. 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.

The combined company will have increased profitability, value proposition with ever increasing growth prospects and further diversification of revenue and geographical reach.

Outlook

With the acquisition of Sportnco, GiG strengthens its position in the platform and sports segments of the iGaming industry and will have multiple possibilities going forward by increasing its product portfolio driving toward a profitable and cash generating business segment. GiG’s Media Services has seen a strong performance over the last two years, delivering high growth levels, increasing diversity of earnings and healthy cash-flow. For the full year 2022, the combined operations should generate revenues of €87-93 million with an EBITDA of €30-35 million. The Board of Directors will have a strong focus on overall operations, including the post-merger integration of Sportnco, and will continue to look at possible strategic options to increase shareholder value going forward.

Richard Brown, CEO of GiG said: “It is with tremendous excitement that we now step forward into the next chapter in GiG’s history. The team at Sportnco have built a tremendous business, one that is highly complementary to GIG’s offering both in product but also addressable market increase, and now the work begins to realise the truly existing growth opportunities that the business combination can pursue. We welcome both the owners of Sportnco & SkyCity as shareholders and the staff of Sportnco into GiG organisation and now move forward with full focus on the execution of the post-merger integration plan.”

Hervé Schlosser, CEO and founder of Sportnco, said “Together with all the teams and shareholders who have built the success of Sportnco and Tecnalis, we are extremely proud of the journey we have accomplished since 2008, and of our integration today into the GIG group. I look forward to opening this new chapter as I am confident that, together, we will offer stronger technology solutions for our customers in the fast-growing regulated markets.”