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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.

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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.

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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.

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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.

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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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UNLV International Gaming Institute Announces 2025 ESPN Research Fellows

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Selected research projects will generate new insights into how responsible gambling messages are delivered and perceived in the rapidly evolving sports media landscape

The University of Nevada, Las Vegas International Gaming Institute (IGI) is proud to announce the recipients of the 2025 ESPN Research Fellowships. This year’s cohort features a group of scholars whose proposals will advance understanding of responsible gambling messaging in sports media and its implications for consumer well-being.

Fellowships recipients include:

  • Dr. Brandon Mastromartino, Director of the Institute on Sports Wagering and Gaming and Assistant Professor of Experiential Marketing at the L. Robert Payne School of Hospitality and Tourism Management, San Diego State University. Dr. Mastromartino’s project will evaluate two of the NFL’s responsible gambling PSAs using a fan-centered marketing framework.

  • Dr. Chris R. Noland, Assistant Professor of Advertising at the University of South Florida’s Zimmerman School of Advertising & Mass Communications. Dr. Noland will examine the influence of celebrity endorsements and promotional inducements in Instagram advertisements on online sports betting behavior.

  • Dr. Ramon Silva Leite, Professor in the Postgraduate Program in Management at Pontifical Catholic University of Minas Gerais, Brazil. Dr. Silva’s project will investigate how responsible gambling messages are constructed and delivered through sports media, and how young sports bettors perceive and respond to them.

  • Dr. Sarah Stokowski, Associate Professor of Athletic Leadership at Clemson University’s Department of Educational and Organizational Leadership Development. Dr. Stokowski will investigate how college student-athletes perceive and interact with sports betting content on social media.

These projects will provide important insights into practical strategies that policymakers and the industry can adopt to help safeguard the wellbeing of sports enthusiasts and the public at large.

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“IGI is tremendously proud of the work our previous Fellowships produced. A key goal of this initiative is to support innovative and impactful research to better understand the rapidly changing global sports and betting environment,” said Dr. Kasra Ghaharian, Director of Research at IGI. “This research represents critical perspectives on how gambling is represented in sports media and holds important implications for all gambling stakeholders.”

“Responsible gaming continues to be a priority for ESPN, and we are proud to continue our collaboration with IGI to support research that delivers real-world impact,” said Kevin Martinez, Vice President of ESPN Corporate Citizenship. “These new projects will provide valuable insights into how responsible gaming messages can be delivered effectively across sports media and help strengthen standards that protect fans everywhere.”

Each research fellowship lasts six months. Research results will be featured in an IGI webinar in 2026.

The post UNLV International Gaming Institute Announces 2025 ESPN Research Fellows appeared first on Gaming and Gambling Industry in the Americas.

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ACR POKER’S HUGE ONLINE SUPER SERIES XL MAIN EVENTS KICK OFF THIS WEEKEND, AWARDING $4.25 MILLION GUARANTEED

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Phase 1 of the $150,000 GTD Survivor Flips starts today and first Mystery Bounty Multi-Flight Day 2 gets underway this Sunday, September 21st

ACR Poker’s biggest-ever tournament series, Online Super Series (OSS) XL, is in full swing and this weekend the action really heats up with the colossal Main Events kicking off on Sunday, September 21st, offering $4.25 million total guaranteed.

Players can take their shot at the $2 million guaranteed ($2,650 buy-in), the $1.5 million guaranteed ($1,050 buy-in), and the $750,000 guaranteed ($215 buy-in) Main Events. Day 1A starts this Sunday, September 21st, Day 1B is on Sunday, September 28th, and Day 2 is on Monday, September 29th.

The flagship series boasts over $50 million in guarantees and runs until Tuesday, September 30th. It has a range of events catered to players of all bankrolls from as little as $0.55, which include the $0.55 Micro PKO, $6.60 Early Special, and $22 Euro Mini Special.

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Adding further excitement is the high-energy Survivor Flips tourney ($130 buy-in), offering a $150,000 guarantee. Phase 1 and Steps Flips run from today (Wednesday, September 17th) to Sunday, September 21st at 3:00pm ET. Phase 2 is a regular tournament on September 21st at 3:05pm ET where all players start in the money.

There are also four Mystery Bounty Multi-Flight events, including two $500,000 GTD ($109 buy-in) events, with the first having its final flight and Day 2 this Sunday, September 21st. The $200,000 GTD ($33 buy-in) and $100,000 GTD ($5.50 buy-in) events have their final flight and Day 2 on Sunday, September 28th.

“OSS XL has already delivered incredible action, with huge fields, dramatic final tables, and amazing wins for players at every level but there’s still so much to come,” said ACR Pro Chris Moneymaker. “The Main Events are always the highlight of the series, and this weekend promises to be the biggest stage yet for anyone looking to make their mark.”

Finally, to add further sweat, ACR Poker’s Leaderboard Contest is awarding $65,000 in cash and tourney tickets across three tiers. The High Stakes ($104.50 buy-ins and above) will award a $15,000 top prize, while the Mid Stakes ($16.50 to $88 buy-ins) and Low Stakes (under $15 buy-ins) will award $7,500 and $4,000, respectively.

For further details on OSS XL, read the ACR Poker blog or visit ACRPoker.eu.

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The post ACR POKER’S HUGE ONLINE SUPER SERIES XL MAIN EVENTS KICK OFF THIS WEEKEND, AWARDING $4.25 MILLION GUARANTEED appeared first on Gaming and Gambling Industry in the Americas.

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GGPoker to Broadcast WSOP Online 2025 Final Tables Live, Featuring GGPoker.tv Broadcast Debut of Poker Legend Phil Hellmuth

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Join Jeff Gross and his legendary co-hosts on September 23 and September 30

GGPoker, the World’s Biggest Poker Room, today announced it will live stream the final table action of two of the most prestigious events from the ongoing WSOP Online 2025 tournament series. The broadcasts will be available on GGPoker.tv, the brand’s official YouTube channel, and will feature the debut of poker legend Phil Hellmuth as a live GGPoker.tv broadcast host.

The first broadcast, on September 23, will showcase the high-stakes drama from the final table of the $5,000 WSOP Online Main Event, arguably online poker’s most important annual tournament. This landmark event will be co-hosted by frequent GGPoker anchor Jeff Gross and the 17-time WSOP bracelet winner, Phil Hellmuth. Known for his “poker brat” persona and unparalleled tournament record, Hellmuth’s inclusion will provide viewers with an unprecedented look into the mind of one of poker’s greatest champions.

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The action continues on September 30, with the final table of the $10,300 GGMillion$ High Rollers event. Joining Jeff Gross for this broadcast will be GGPoker Global Ambassador and fellow poker icon, Daniel Negreanu. Negreanu, with his engaging style and deep understanding of the game, will provide expert commentary and analysis, making this broadcast another must-watch for poker fans everywhere.

“We are incredibly excited to bring the WSOP Online 2025 action directly to our fans with these two live broadcasts,” said Paul Burke, Head of Public Relations at GGPoker. “Having Phil Hellmuth and Daniel Negreanu on air alongside Jeff Gross to break down the action will be a true treat. This will be more than just watching a final table; it’ll be a masterclass in poker strategy from two of the best to ever play the game.”

The post GGPoker to Broadcast WSOP Online 2025 Final Tables Live, Featuring GGPoker.tv Broadcast Debut of Poker Legend Phil Hellmuth appeared first on European Gaming Industry News.

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