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

Published

4 years ago

May 2, 2022

Reading Time: 6 minutes

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).

AI

Despite AI’s Rise, Fraud Teams Keep Growing — SEON 2026 Report

Published

14 hours ago

March 4, 2026

Wladimir P.

despite-ai’s-rise,-fraud-teams-keep-growing-—-seon-2026-report

SEON, the command centre for immediate Fraud Prevention and AML Compliance, has unveiled AI Reality Check: 2026 Fraud & AML Leaders Report, the second iteration of its sector research, derived from a worldwide survey of 1,010 leaders in fraud, risk, and compliance spanning payments, fintech, financial services, retail, eCommerce, and gaming.

The figures reveal an unforeseen narrative: AI is ubiquitous, yet operations are not becoming easier to manage. Currently, 98% of organizations utilize AI in fraud and AML processes, with 95% expressing confidence in its effectiveness; meanwhile, headcount plans rose from 88% to 94% year-over-year, and 83% anticipate budget increases in 2026.

Complexity Is Surpassing Automation

AI has not lessened the workload — it has revealed the extent of work that has always existed. Fraud losses are increasingly approaching revenue growth, threats are advancing more rapidly, and disjointed systems restrict the true potential of AI at scale. Key year-over-year shift:

Leadership’s confidence in their teams’ performance is lagging. The number of leaders who disagreed with the statement, “fraud losses are growing faster than revenue,” dropped by almost 40% from the previous year

Inside the Numbers:

AI is baseline, not experimental

98% already integrate AI into daily workflows (only 2% still planning)
95% are confident AI can detect and prevent fraud (52% very confident)
Top use case: AI/ML for transaction monitoring (30%)

Fraud and AML investment keeps climbing

83% expect fraud/AML budgets to increase in 2026
94% plan to add at least one full-time hire (up from 88% in 2025)
85% plan to add a vendor, 49% plan to replace one

Fragmentation is the bottleneck

95% claim “some integration” between fraud and AML systems
Only 47% run fully integrated workflows; the rest rely on partial connections
80% say getting a unified view of data is challenging

For many, time-to-value remains slow

Only 10% go live in under two weeks
38% take 1–3 months, 24% take 4+ months
When implementations run long, top impacts include increased costs (52%) and prolonged fraud exposure (47%)

Teams are growing, not shrinking

94% plan to increase headcount despite automation gains
85% see AI agents as support/augmentation, not replacement (only 12% see eventual replacement)

Top fraud threats reported:

Account takeovers: 26%
Promo/discount abuse: 18%
Return fraud: 18%

“Fraud and financial crime were supposed to become more manageable as AI matured,” said Tamas Kadar, CEO and co-founder, SEON. “Instead, 2026 is the year leaders are confronting a more complicated reality. AI adoption is real, confidence is high, but the scale and pace of fraud — compounded by fragmented systems — continue to drive increased investment rather than reduced overhead. The bottleneck is no longer whether AI works. It’s everything around it: disconnected data, siloed teams, slow implementations. The organisations that pull ahead will be the ones that unify fraud and AML intelligence, shorten the distance between threats and controls, and treat integration as strategy, not plumbing.”

Fast-Growing Companies Invest in Integration Early

Organisations growing 51%+ are nearly twice as likely as slower peers to report that achieving unified visibility is “not very challenging.” They treat integration as infrastructure, not an IT project.

What’s Next: From “Does AI Work?” to “Can We Trust It?”

With adoption near-universal, the conversation is shifting to governance, explainability and accountability:

78% say decentralised digital identity will become central to fraud/AML
33% cite data privacy regulations (GDPR, CCPA) as the biggest external force shaping AML
25% point to criminals’ advancing use of AI and obfuscation techniques

The post Despite AI’s Rise, Fraud Teams Keep Growing — SEON 2026 Report appeared first on Eastern European Gaming | Global iGaming & Tech Intelligence Hub.

Latest News

N1 Faces: Shirin Mammadov — Building Trust That Drives Performance

Published

16 hours ago

March 4, 2026

Wladimir P.

n1-faces:-shirin-mammadov-—-building-trust-that-drives-performance

Growth in affiliate marketing is easy to promise, but sustaining it over the long term is another story. Real results are built on consistency, clear communication, and relationships that can withstand market shifts, changing traffic sources, and rising competition.

In the latest episode of N1 Faces, the N1 Partners team introduces Shirin Mammadov, Senior Affiliate Manager — a specialist dedicated to creating structured, trust-based collaborations with affiliates. Shirin shares his journey into the industry, the principles guiding his work today, and what it takes to maintain performance and clarity in high-pressure environments.

How did you get into affiliate marketing, and when did you know this was your path?

“It started unexpectedly. At the time, I was running my own startup and wasn’t actively looking to move into affiliate marketing. The industry felt fast-paced, competitive, and performance-driven — exactly where I thrive. I’ve always enjoyed communication, negotiation, and building relationships, and affiliate marketing combines all of that. Over time, I realized it wasn’t just a temporary step — it was a field where I could grow and challenge myself long-term.”

What brought you to N1 Partners, and what was the deciding factor?

“Before joining N1 Partners, I was on the affiliate side, and N1 was one of my partners. From the beginning, the team was transparent, professional, and performance-minded, while also maintaining a genuinely friendly atmosphere. Trust was the key factor — I knew their standards and approach to growth. It wasn’t a risky move; it was strategic.”

Advice to your first-month self as an affiliate manager

“Focus less on proving yourself immediately and more on deeply understanding the product, numbers, and traffic quality. Strong partnerships take time, and trust matters more than quick deals. Ask questions, challenge assumptions, and the faster you understand the bigger picture, the faster you grow.”

How do you spot long-term partners versus one-off deals?

“You can often tell from the very first conversations. If a partner is transparent about traffic sources, open to feedback, and focused on optimization rather than only the highest CPA, that’s a good sign. Long-term partners think strategically, test continuously, and plan for growth. When trust and goals align, the partnership naturally becomes sustainable.”

Separating normal volatility from a real problem

“I look at trends over time instead of reacting to a single day’s numbers. Minor fluctuations are normal, but consistent drops or unusual patterns are red flags. External factors like seasonality or campaign changes are considered before jumping to conclusions. If a pattern is concerning, I dig into the data and communicate with the partner to find the root cause.”

A time communication “saved” a partnership

“Yes, a partner was frustrated with underperformance. Rather than focusing on numbers alone, I scheduled a conversation to understand their concerns. Aligning on goals, explaining strategy, and suggesting practical adjustments rebuilt trust and improved results. Proactive, transparent communication can turn challenges into stronger, strategic partnerships.”

Personal motto

“Work smart, communicate clearly, and always aim for long-term results.”

Staying balanced under pressure

“I stay active — at the gym or through consistent movement — and take short breaks from work to reset. Planning my day carefully and focusing on one task at a time helps manage stress. Physical activity and structured focus keep me calm and effective.”

If you weren’t in iGaming

“I’d probably be a seaman. I’m drawn to the sea — the adventure, challenge, and discipline appeal to me. Both paths require focus, navigating uncertainty, and taking responsibility for outcomes.”

Top-3 Blitz: Biggest Red Flags in Leads

Unclear traffic sources — ask detailed questions and require transparency.
Inconsistent performance — monitor closely and set clear KPIs.
Lack of communication — address directly, set expectations, and decide if the partnership is viable.

What affiliates value most in a program

Timely and transparent payments
Clear communication and support
Growth opportunities with competitive offers, incentives, and scalable tools

Essential tools for affiliate managers

CRM / affiliate tracking platforms
Spreadsheet & analytics tools
Communication platforms (email, chat, video calls)

Join N1 Partners

Partners interested in launching, exploring tailored terms, or testing an offer can reach out directly to Shirin.

N1 Partners provides everything affiliates need to stay ahead: high-converting products, ongoing analytics with optimization guidance, and hands-on support from managers focused on long-term performance.

More than just an affiliate program, N1 Partners is a multi-brand platform and direct advertiser, uniting 14+ casino and betting brands, operating across Tier-1 GEOs, delivering Reg2Dep rates up to 70%, and offering competitive deals for top partners — CPA up to €700 and RevShare up to 45%. Trusted by over 14,000 partners, N1 Partners is recognized for transparency, flexibility, and a partner-first approach — where people and communication quality are the foundation of long-term success.

The post N1 Faces: Shirin Mammadov — Building Trust That Drives Performance appeared first on Eastern European Gaming | Global iGaming & Tech Intelligence Hub.

Latest News

N1 Faces: Shirin Mammadov — Building Trust That Drives Performance

Published

16 hours ago

March 4, 2026

GamingAmericas.com

Growth in affiliate marketing is easy to promise — much harder to sustain. Real long-term results are built on consistency, clear communication, and relationships that can withstand market shifts, changing traffic sources, and rising competition.

In the new episode of N1 Faces, the N1 Partners team introduces Shirin Mammadov, Senior Affiliate Manager — a specialist focused on building structured, trust-based collaboration with partners. In this interview, Shirin shares how he entered the industry, what principles guide his work today, and what it takes to maintain performance and clarity in a high-pressure environment.

Shirin Mammadov

Senior Affiliate Manager, N1 Partners

How did you get into affiliate marketing, and when did you realize this was the field you wanted to grow in?

It started unexpectedly. At the time, I was running our own startup and wasn’t actively looking to move into affiliate marketing. The industry felt fast-paced, competitive, and performance-driven — exactly where I thrive. I’ve always enjoyed communication, negotiations, and building relationships, and affiliate marketing combines all of that. After some time in the role, I realized this wasn’t just a temporary step — it was a field where I could grow and challenge myself long term.

What brought you to N1 Partners, and what was the deciding factor?

Before joining N1 Partners, I was on the affiliate side, and N1 was one of my partners. From the start, the relationship with the team was transparent and professional. I saw their structured processes and strong performance mindset, but also a genuinely friendly atmosphere.

When I decided to move forward in my career, the key factor was trust. I already knew their standards and approach to growth. It wasn’t a risky move — it was a strategic one. I wanted to join a company I respected and where my affiliate-side experience could add real value.

What advice would you give your first-month self as an affiliate manager?

I would tell my first-month self to focus less on trying to prove myself immediately and more on deeply understanding the product, numbers, and traffic quality. Building strong partnerships takes time, and trust is more important than quick deals. I would also remind myself to ask more questions and not be afraid to challenge assumptions. The faster you understand the bigger picture, the faster you grow.

When do you know a partner will become a long-term relationship rather than a one-off deal?

You can usually see it from the very first conversations. If a partner is transparent about their traffic sources, open to feedback, and interested in continuous optimization rather than just the highest CPA, that’s a strong sign. Long-term partners think about strategy, testing, and growth — not just short-term profit. When there is mutual trust and aligned goals, it naturally turns into a sustainable relationship rather than a one-off deal.

How do you separate “normal volatility” from a real problem when you look at performance reports?

I separate normal volatility from a real problem by looking at trends over time rather than reacting to a single day’s numbers. Small fluctuations are normal, but consistent drops, unusual patterns, or deviations from historical performance are red flags. I also consider external factors, like seasonality or campaign changes, before jumping to conclusions. Once a pattern looks concerning, I dig into the data and communicate with the partner to identify the root cause.

Was there a time when the right communication truly “saved” a partnership? What did you do differently?

Yes, there was a situation where a partner was underperforming and frustrated with their results. Instead of focusing on numbers alone, I scheduled a direct conversation to understand their concerns and listen carefully. By aligning on goals, explaining the strategy, and suggesting practical adjustments, we rebuilt trust and improved performance together. It showed me that proactive, transparent communication can turn a challenging situation into a stronger, strategic partnership.

Do you have a personal motto? Sum yourself up in one sentence.

Work smart, communicate clearly, and always aim for long-term results

What helps you stay balanced and clear-headed during high-pressure periods?

I stay balanced by keeping active and making sure I move my body, whether it’s at the gym or just staying consistent with workouts. I also make a point to disconnect from work for short periods, which helps me reset and approach challenges with a clear mind. Planning my day carefully and focusing on one task at a time keeps stress manageable. This combination of physical activity and structured focus helps me stay calm and effective under pressure.

If you weren’t in iGaming …

If I weren’t in iGaming, I think I’d be a seaman. I’ve always been drawn to the sea – the challenge, the adventure, and the discipline it requires really appeal to me. In a way, both paths share the same mindset: staying focused, navigating uncertainty, and taking responsibility for outcomes.

Top-3 Blitz

What are the biggest red flags in leads — and what do you do when you see them?

Unclear traffic sources — I ask detailed questions and request transparency before moving forward.
2. Inconsistent performance — I monitor closely and set clear KPIs to track improvements.
3. Lack of communication or responsiveness — I address it directly, set expectations, and decide if the partnership is worth continuing.

From an affiliate’s perspective, what matters most in an affiliate program?

1.Timely and transparent payments — affiliates need confidence in accurate, on-time payments.
2.Clear communication and support — being able to get answers, guidance, and updates quickly is essential.
3.Opportunities for growth — competitive offers, performance incentives, and tools that help them scale traffic effectively.

Name the tools you can’t imagine an affiliate manager working without.

CRM / Affiliate tracking platforms — to monitor performance, track partners, and analyze data accurately.
2. Spreadsheet & analytics tools — for performance analysis, trend spotting, and making data-driven decisions.
3. Communication tools — email, chat, and video calls to maintain strong partner relationships.

Join N1 Partners

Partners who want to discuss a launch, explore tailored terms, or test an offer can reach out to Shirin directly.

N1 Partners provides everything affiliates need to stay ahead: high-converting products, ongoing analytics with optimization recommendations, and hands-on support from managers focused on long-term performance.

N1 Partners is more than an affiliate program. As a multi-brand affiliate platform and direct advertiser, the company unites 14+ casino and betting brands, operates across Tier-1 GEOs, delivers Reg2Dep rates of up to 70%, and offers competitive deals for top partners — CPA up to €700 and RevShare up to 45%. Trusted by 14,000+ partners, N1 Partners is recognized for its transparency, flexibility, and partner-first approach — where people and communication quality remain the foundation of long-term success.

The post N1 Faces: Shirin Mammadov — Building Trust That Drives Performance appeared first on Americas iGaming & Sports Betting News.