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Statement by the Board of Directors of LeoVegas in relation to the public offer from MGM

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The Board of Directors of LeoVegas unanimously recommends the shareholders of LeoVegas to accept the public offer from MGM of SEK 61 in cash per share.

This statement is made by the Board of Directors[1] of LeoVegas AB (publ) (the “Company” or “LeoVegas”) pursuant to Rule II.19 of the Nasdaq Stockholm Takeover Rules (the “Takeover Rules”).

Background
MGM Casino Next Lion, LLC, a wholly owned indirect subsidiary of MGM Resorts International (“MGM”), has today announced a public offer to the shareholders of LeoVegas to transfer all of their shares in LeoVegas to MGM for a consideration of SEK 61 in cash per LeoVegas share (the “Offer”). The total value of the Offer corresponds to approximately SEK 5,957 million[2]. The price of SEK 61 per share in the Offer will not be increased.

The Offer represents a premium of:
·         approximately 44.1 per cent compared to the closing price of SEK 42.32 of LeoVegas shares on Nasdaq Stockholm on 29 April 2022, which was the last trading day prior to the announcement of the Offer;

·         approximately 57.6 per cent compared to the volume-weighted average trading price of SEK 38.70 of LeoVegas shares on Nasdaq Stockholm during the last 30 trading days prior to the announcement of the Offer; and

·         approximately 76.5 per cent compared to the volume-weighted average trading price of SEK 34.56 of LeoVegas shares on Nasdaq Stockholm during the last 180 trading days prior to the announcement of the Offer.

The acceptance period for the Offer is expected to commence on or around 3 June 2022 and expire on or around 30 August 2022.

Completion of the Offer is conditional upon, inter alia, that the Offer is accepted to such an extent that MGM becomes the owner of shares representing more than 90 per cent of the outstanding shares in LeoVegas (on a fully diluted basis), as well as all regulatory, governmental or similar clearances, approvals and decisions necessary to complete the Offer, including approvals and clearances from competition authorities, being obtained, in each case on terms which, in MGM’s opinion, are acceptable. MGM has reserved the right to waive the conditions for completion of the Offer. The Offer is not conditional upon financing. MGM has stated that it will not increase the price of SEK 61 in the Offer. By this statement, MGM cannot, in accordance with the Takeover Rules, increase the price in the Offer.

The Board of Directors of LeoVegas has given consent to MGM to offer a management incentive plan for certain key employees of LeoVegas and notes that MGM has obtained a statement from the Swedish Securities Council (Sw. Aktiemarknadsnämnden) confirming that the proposed incentive plan is compatible with the Takeover Rules (Ruling 2022:16).

The Board of Directors of LeoVegas has, at the written request of MGM, permitted MGM to carry out a due diligence review of LeoVegas in connection with the preparation of the Offer. With the exception of information that was subsequently included in LeoVegas’ Q1 report for 2022, MGM has not been provided with any inside information regarding LeoVegas in connection with the due diligence review.

MGM has obtained irrevocable undertakings to accept the Offer from the Company’s largest shareholder and Chief Executive Officer, Gustaf Hagman, and certain other shareholders[3]. Gustaf Hagman has undertaken to tender 8,050,000 shares (8.2 per cent of the outstanding shares in LeoVegas), and other shareholders have undertaken to tender a total of 6,909,281 shares in LeoVegas (7.1 per cent). Accordingly, irrevocable undertakings to accept the Offer from shareholders representing in total 14,959,281 shares (15.3 per cent) have been obtained. The irrevocable undertakings apply irrespective of whether a higher competing offer is made. The irrevocable undertakings will terminate if the Offer is not declared unconditional on or before 31 October 2022. In addition, Torsten Söderberg, who is also a Board member of LeoVegas, has stated that he is very supportive of the Offer. Torsten Söderberg and family owns 4,533,861 shares in LeoVegas (4.6 percent).

SEB Corporate Finance (“SEB”) is acting as financial adviser and Cederquist is acting as legal adviser to LeoVegas in connection with the Offer.

Process conducted by the Board of Directors
In parallel with other interested third parties contemplating public tender offers, MGM contacted LeoVegas in December 2021. The Board of Directors engaged SEB to lead the process of evaluating other parties’ interest for the Company. In February 2022, MGM submitted a non-binding offer letter to the Board of Directors of LeoVegas indicating an interest to pursue with a public offer subject to, inter alia, a satisfactory due diligence review and the Board of Directors of LeoVegas recommending the shareholders to accept the offer from MGM. The Board of Directors gave MGM permission to conduct a due diligence review. As instructed by the Board of Directors, SEB entertained parallel processes with other interested parties in the interest of creating maximum value for the shareholders in LeoVegas. Following further negotiations with the Board of Directors and SEB, MGM increased its non-binding offer, to a price level other interested parties could not match, in order to receive a recommendation from the Board of Directors.

The Board of Directors’ recommendation
In its evaluation of the Offer, the Board of Directors has taken a number of factors into account which the Board of Directors deems relevant. These factors include, but are not limited to, the Company’s present strategic and financial position and the Company’s expected potential future development and thereto related opportunities and risks.

The Board of Directors notes that the Offer represents a premium of approximately 44.1 per cent compared to the closing price of SEK 42.32 of the Company’s share on Nasdaq Stockholm on 29 April 2022, which was the last trading day before the announcement of the Offer, and a premium of approximately 57.6 per cent and 76.5 per cent respectively, compared to the volume-weighted average share price for the Company’s share on Nasdaq Stockholm during the last 30 and 180 trading days, respectively, prior to the announcement.

As noted above, LeoVegas has received several indications of interest or non-binding offers concerning a potential tender offer. MGM’s offer is, in the assessment of the LeoVegas Board of Directors, the superior offer from the perspective of the shareholders. The LeoVegas Board of Directors has investigated and considered market and industry trends, and certain strategic alternatives available to LeoVegas. Such alternatives included, but were not limited to, remaining an independent listed company with a possible listing in the USA. The LeoVegas Board of Directors has also considered the risks and uncertainties associated with such alternatives.

LeoVegas operates in an industry which is characterised by, inter alia, high innovation pace, new regulation and consolidation. In this context, the Board of Directors believes that the industrial logic and strategic fit between LeoVegas and MGM is attractive and should serve both the company and its employees well in the future.

The Board of Directors further notes that LeoVegas’ largest shareholder and Chief Executive Officer Gustaf Hagman and certain other shareholders, representing in aggregate 15.3 per cent of the outstanding shares and votes in the Company, have entered into undertakings to accept the Offer, subject to certain conditions, irrespective of whether a higher competing offer is made. In addition, Torsten Söderberg, who is also a Board member of LeoVegas and together with family owns 4.6 per cent of the outstanding shares, has stated that he is very supportive of the Offer.

As part of the Board of Directors’ evaluation of the Offer, the Board of Directors has engaged BDO to issue a so-called fairness opinion regarding the Offer, see Appendix 1. According to the fairness opinion, the Offer is fair to LeoVegas’ shareholders from a financial point of view (subject to the assumptions and considerations set out in the fairness opinion).

Under the Takeover Rules, the Board of Directors shall, based on the statements made by MGM in the Offer press release issued earlier today, present its opinion regarding the impact that the implementation of the Offer will have on LeoVegas, particularly in terms of employment, and its opinion regarding MGM’s strategic plans for LeoVegas and the effects it is anticipated that such plans will have on employment and on the places in which LeoVegas conducts its business. In this respect, the Board of Directors notes that MGM has stated that “MGM values the skills and talents of LeoVegas’ management and employees and intends to continue to safeguard the excellent relationship that LeoVegas has with its employees. Given MGM’s current knowledge of LeoVegas and in light of current market conditions, MGM does not intend to materially alter the operations of LeoVegas following the implementation of the Offer, subject, of course, to MGM’s continued regulatory review. There are currently no decisions on any material changes to LeoVegas’ or MGM’s employees and management or to the existing organization and operations, including the terms of employment and locations of the business”. The Board of Directors assumes that this description is correct and has no reason to take a different view in this respect.

Based on the above, the Board of Directors unanimously recommends the shareholders in LeoVegas to accept the Offer.
This statement shall in all respects be governed by and construed in accordance with Swedish law. Disputes arising from this statement shall be settled exclusively by Swedish courts.

The information in the press release is information that LeoVegas is obliged to make public pursuant to the EU Market Abuse Regulation and the Takeover Rules. The information was submitted for publication, through the agency of the contact person set out above, at 08.00 CEST on 2 May 2022.


[1] The Board member Torsten Söderberg and the Company’s largest shareholder and Chief Executive Officer Gustaf Hagman have not participated in the Board’s evaluation of or discussions regarding the Offer due to conflict of interest.
[2] Based on 97,652,970 outstanding shares in LeoVegas, which excludes 4,000,000 treasury shares held by LeoVegas. In the event that LeoVegas should pay any dividend or make any other value transfer prior to the settlement of the Offer, the price per share in the Offer will be reduced correspondingly.
[3] LOYS AG: 3,259,281 shares (3.3 per cent). Robin Ramm-Ericson: 2,250,000 shares (2.3 per cent). Pontus Hagnö: 1,000,000 shares (1.0 per cent). Gilston Invest AB: 400,000 shares (0.4 per cent).

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Central Control

Hyperlocal vs. Global: Is the Future of iGaming in Deep-Market Strategy?

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Itai Zak, Executive Director of iGaming at Digicode and former CEO of SBTech, the tier-one sportsbook and technology provider acquired by DraftKings in 2019, also serves as CEO of Gemstone Interactive, a boutique solutions partner for iGaming operators. A veteran executive and long-time advocate of player-first innovation, he offers a sharp look into the future of iGaming. With a history of guiding major brands through expansion and transformation, Zak is not someone who follows trends for the sake of activity. In his view, the real battleground for long-term growth is not how many markets an operator enters but how deeply they engage in the ones they already serve. His question to operators is direct and strategic: Where are you truly winning, and why?

Let’s explore the deep-market strategy powering sustainable growth, blending financial realism, adaptive tech, and real-time personalization into a focused vision that favors precision over presence.

Why Global-First Is Losing Ground

Just a few years ago, a successful operator was often defined by their geographic footprint. Launching in multiple regions created the illusion of momentum. But today, market saturation, regulatory fragmentation, and rising player expectations are exposing the limitations of this model.

Itai Zak explains that, “Europe was once a centralized opportunity. Today, it’s ten different countries with ten different frameworks.” From a compliance and cost perspective, this has created operational bottlenecks. Each jurisdiction now requires bespoke workflows, regulatory reporting, responsible gaming oversight, and even tailored user experiences.

Worse, players have evolved. A “universal” interface or product no longer works across markets. In emerging territories such as Brazil and India, success depends heavily on how well an operator adapts to cultural preferences, local payment systems, and region-specific content.

The Rise of Deep-Market Strategy

What we’re witnessing is a strategic shift from volume-based growth to depth-based dominance. There are 4 main drivers behind this pivot:

1. Fragmented Regulation Requires Granular Commitment

The days of a single gaming license acting as a passport are over. Today, compliance is not just about legality; it’s about infrastructure. Operators must build and maintain localized compliance engines to keep up with rapidly evolving standards. “What works in Sweden will likely fail in the Netherlands. Operators need dedicated regulatory teams per region.”

2. Player Experience Is Hyperlocal by Default

Consumer expectations are shaped by local context. Nordic players prefer richer desktop UIs and immersive casino features. In contrast, Indian players expect mobile-first simplicity and local payment flows like UPI. LATAM regions are seeing explosive growth, but only for operators who integrate payment rails like PIX and deliver Spanish/Portuguese-tailored content.

Uniformity no longer means scalability; it means irrelevance.

3. Efficiency Beats Vanity Expansion

There’s a growing recognition that it’s better to be exceptional in one market than average in many. Deep-market strategy prioritizes:

  • Higher Lifetime Value (LTV)

  • Increased retention

  • Lower Customer Acquisition Cost (CAC)

  • Improved regulatory predictability

4. Retention Is the New Growth Lever

Global growth might bring short-term user acquisition, but retention requires local trust, familiarity, and relevance. The deeper your market understanding, the more likely you are to convert players into loyal customers.

Is Global Expansion Dead?

Not quite. What’s emerging is a hybrid model – global infrastructure combined with hyperlocal execution.

Basically, this dual-layered approach is “a shared chassis with localized controls.” Operators need scalable back-end platforms – compliance engines, CRM systems, bonus engines, but allow for front-end freedom. Local marketing, payment, and content teams execute based on what actually works on the ground.

In practice, this means:

  • Platform consistency at the core (RGS, risk, KYC, CRM)

  • Market-specific UX/UI, payment flows, and offers

  • Country-level dashboards to monitor local KPIs

  • Flexible brand architecture to launch sub-brands per market

Knowing When to Deepen vs. Expand

There is a straightforward framework to determine whether it’s time to grow outward or dig deeper:

Expand if:

  • You’ve fully optimized LTV in your current markets

  • Your infrastructure can absorb additional regulatory complexity

  • You have access to local partners or brands in the new region

Deepen if:

  • Your retention or conversion metrics are below industry benchmarks

  • There’s untapped potential in localized features or payment integrations

  • Local competitors are outperforming despite a smaller reach

This lens helps operators avoid reactive expansion and instead invest where sustainable growth is most likely.

The Digicode Approach: Local Autonomy, Central Control

At Digicode, we’ve seen this shift firsthand. The operator clients are no longer asking for “just another multilingual skin.” They’re asking for:

  • Modular platforms that can launch and manage multiple brands with independent rulesets

  • Configurable compliance per market

  • Local bonus engines that adapt to regulatory constraints

  • Player lifecycle tools tuned for cultural buying behavior

What powers this? Our ability to separate back-end scalability from front-end customization, giving operators speed, control, and precision as they go deeper into high-performing markets.

Final Thought: Strategy Is Local

The market is maturing. The future of iGaming isn’t about being everywhere, but being someone to someone in specific markets. The brands that win long-term will be those that go deeper than their competitors are willing to, speak to players with cultural fluency, and build infrastructure that adapts intelligently.

Itai Zak put it simply: “Don’t ask how many countries you’re in. Ask where you’re winning and why.”

If local precision is your next competitive edge, Digicode’s experts can help you deliver it without losing control of the big picture.

The post Hyperlocal vs. Global: Is the Future of iGaming in Deep-Market Strategy? appeared first on European Gaming Industry News.

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Black Cow Technology

Inside Black Cow’s Decision To Go All In On Multiplayer

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Black Cow Technology Founder and CEO, Max Francis, on why the company has shifted focus from software development to game development, and why he believes multiplayer is the future of online gambling entertainment

 

Black Cow has just announced its transition into a multiplayer content provider. What made you refocus the business in such a way?

We truly believe that multiplayer is the future of online gambling entertainment, and with our own technology capable of building next-gen multiplayer experiences, we wanted to transition into a content-led business and release some innovative games of our own. Our Multiplayer RGS is especially powerful, allowing operators and suppliers to bring multiplayer gameplay to any game format, even including non-gambling events. Black Cow’s robust, reliable and highly flexible technology is already used by some of the biggest organisations in the industry, including the likes of DraftKings and Light & Wonder. The shift into creating our own multiplayer content enables us to build on our successful Remote Game Server (RGS) and Jackpot Server technology to create first-of-its kind games offering unique player experiences via our Multiplayer RGS platform.

Tell us more about your Multiplayer RGS and its capabilities. What sets it apart from similar solutions in the market?

Our Multiplayer RGS has been several years in the making and is already live with Light & Wonder. Our Multiplayer RGS can be used to create multiplayer experiences across anything from slots and table games to crash, plinko, lottery, live dealer and bingo. Games can be player-cooperative or player versus player. The system’s capabilities are really only limited by the imagination of the people using it, and that’s why we’re so excited to be moving into the realm of game development so that we can push its limits to disrupt online casino lobbies with Black Cow content.

Taking a business in a new direction is a significant undertaking, not without its risks. How have you approached this transition?

It was clear to me that we had the technology to create multiplayer content, but not necessarily the experience to date, and that’s why we’ve been making strategic hires. This year we have promoted Paul Jefferson to the role of Chief Technical Officer and we have welcomed two more big-hitters to the business – Ernie Lafky as Chief Product Officer and Shelley Hannah as Chief Operations Officer. Ernie is taking the lead when it comes to what our games will look like and how we combine key elements like multiplayer, gamification and social interaction. Shelley is managing the operational aspects of our transition to a hosted product-first model. In terms of mitigating the risk, it comes down to the deep rooted confidence we have in our technology and our fantastic team, plus our belief that players are seeking social multiplayer entertainment.

Why do you have such a firm belief that multiplayer content is the future? And to what extent will it dominate online casino game lobbies?

It’s not the future, it’s the now. You just have to look at the experiences offered by other online entertainment options to see that they are becoming increasingly multiplayer and social. From dating to streaming, social media to mobile gaming, consumers want to engage with products and experiences that can be enjoyed with others. But online casino and sports betting sit at odds with this as they have been, and remain, mostly solitary experiences. We have started to see a bit of a shift away from this, first with live casino and then the rise of the crash game format. But this is just the start of what multiplayer online gambling entertainment can look like, and at Black Cow we have the vision, people and technology to really spearhead the multiplayer movement and be a true leader in the space.

As for the degree to which multiplayer content will dominate online casino and sportsbook lobbies, I think it has the potential to be significant but there will always be players that want to engage with more traditional games, products and experiences, so it will be down to each operator as to how they promote multiplayer games. Naturally, this approach will differ from brand to brand based on their specific player-base.

What can we expect from Black Cow now that your transition into a multiplayer game developer is well underway?

Paul, Ernie, Shelley and the team are working hard on our initial product roadmap, including the first run of games that will leave our production line. This is a really exciting moment for me and the whole team, as it will bring our vision to life and set the blueprint for what our multiplayer games will look like moving forward. It goes without saying that our multiplayer games will embody the core values we have built Black Cow on – reliability, flexibility and robustness. This is a big change for Black Cow, and change does bring challenges. But we are all aligned and excited by the new direction. Success is never guaranteed, but we are walking into the next chapter of the Black Cow story confident that it will be our best yet.

The post Inside Black Cow’s Decision To Go All In On Multiplayer appeared first on European Gaming Industry News.

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Compliance Updates

The UAE Gambling License May Become the Most Valuable to Get in 2026

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The current decade is proving truly transformative for the whole global gaming industry, given the rollout of new licensing regimes and major upgrades to already established frameworks. Many of the latest frameworks have emerged offshore, with jurisdictions such as Nevis and Tobique using low taxes, a remote application process, lower licensing fees, and light-touch oversight to secure additional budget inflows.

On the other side, “onshore” hubs, especially in Europe, are doubling down on ever-stricter oversight, making it more complex and expensive to run a gambling business from there. Quite unexpectedly, therefore, a jurisdiction where gambling has historically been prohibited by religion and criminal law moved to introduce a comprehensive licensing regime. This was literally a shock for many; only one in a million industry enthusiasts would have predicted that this country would be the United Arab Emirates (UAE).

Two years ago, the UAE established the General Commercial Gaming Regulatory Authority (GCGRA), the first-in-history federal regulator in the Gulf to oversee gambling across all emirates. Since then, the GCGRA is rolling out gradually, brick by brick, issuing the first few B2B vendor licenses to a select few of internationally recognized suppliers while setting B2C licensing aside and approaching it with caution.

Today, the UAE gambling regulator is authorized to grant licenses for gaming operators (a B2C gambling license issued for a casino, sports wagering, land-based gaming facilities, lottery, and lottery retailers), gaming-related vendors (B2B gambling license), and key persons (affiliates, stakeholders, and employees). Even though the GCGRA has laid down an essential foundation ahead of B2C license issuance, however, the actual B2C regulations are still developing and unavailable to the public, apart from certain provisions on responsible gaming and anti-money laundering (AML) obligations.

As of this second, just a single B2C online gaming license has been issued. Detailed rulebooks on license conditions and the scope of onsite and online gaming activities, however, are still under development and remain subject to ongoing discussion. In essence, while the sector is gradually progressing toward a formal B2C licensing regime, the key details and timing are largely unclear.

In contrast, the B2B regime is already in full swing, with over fifteen UAE gaming licenses already granted to date. The regulator made it clear to everyone that its first priority is to establish a robust B2B ecosystem of technology, payment, content, and other aggregators before opening the door for B2C companies. Considering this, early GCGRA-licensed gambling aggregators get a rare first-mover advantage: legal setup in a business hub like the UAE with privileged access to serve the first wave of B2C UAE gaming license holders (B2C) and secure an unmatched level of trust among banks, investors, and other stakeholders for meeting rigorous regulatory expectations.

With the largely untapped market potential, many industry analysts argue that the UAE gambling license could become the single most valuable license to get in the next year.

The assumption is based on the fact that the UAE always plays the long game. The country’s goal is not merely closing fiscal gaps, as is often the case with offshore jurisdictions, but to drive meaningful economic diversification, expand tourism, and compete with other global entertainment hubs – all reinforcing confidence for entering the market. What’s more, even though the framework is relatively new, the country has an impeccable track record in building high-end regimes, namely in crypto, setting a benchmark for operators and aggregators.

Yet, what truly stands out is the license scarcity: the current GCGRA framework foresees only a limited number of approvals per emirate granted to B2B operators that meet stringent regulatory, operational, and integrity thresholds. The combination of high demand and limited supply significantly amplifies the license’s commercial value, given that the future B2C operator market – projected to generate billions in annual revenue – will be exclusively served by a select pool of qualified B2B vendors.

Beyond this, the UAE’s combination of robust economy, attractive taxation, political stability, and high consumer trust sets it apart from offshore jurisdictions launching gambling licensing regimes.

Taking all factors into account, the UAE gaming license could become the new “golden standard” as one of the most respected regulatory regimes worldwide, turning into the license every operator wants to add to their portfolio. Unsurprisingly, therefore, aggregators are already preparing to move ahead with licensing, bracing for what may become one of the most scrutinized application and approval processes of all time.

With this in mind, joining the ranks of the select few UAE gambling license holders (B2B) will hinge on early, meticulous preparation of necessary documentation and specialized region-specific professional advice. Among these are qualified consultants at Inteliumlaw, a UAE local law firm with on-the-ground representatives in the country and extensive experience in supporting gambling businesses. Having spent years navigating gambling frameworks and establishing relations with regulators, Inteliumlaw is emerging as a top legal partner for operators looking to capitalize on what is set to become the most valuable licensing opportunity of 2026: the UAE gaming license.

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