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Statement by the Board of Directors of LeoVegas in relation to the public offer from MGM
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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Inspired Entertainment, Inc., a leading B2B provider of gaming content, systems, and solutions, is excited to announce the launch of Bone Appetit
and Gold Spinner across the UK and Malta iGaming markets. Featuring striking visuals and thrilling gameplay, this pair of online and mobile slots has been designed to captivate players and drive strong performance for operators, further expanding Inspired’s growing iGaming portfolio of premium content.
Bone Appétit is a lively, pet-themed slot game played on 5X3 reels with 243 ways to win. Developed with a playful mix of pet-themed characters, the game offers an array of engaging features, including Bonus and Scatter symbols that unlock Free Spins, the Wheel Bonus, and progressive-style rewards.
The Wheel Bonus awards cash prizes and special features, while random appearances from a mischievous dog can trigger Big Wins or Bonus rounds. During Free Spins, cat chefs prepare a series of culinary upgrades, with the final payout determined by the quality of the dish they land, with higher-tiered dishes yielding the biggest rewards.
Players can enhance and customise their experience through Fortune Spins, Fortune Bet, and Bonus Buy options, or take risks with the Gamble feature for potentially larger prizes. Bone Appétit delivers an entertaining slot experience designed to appeal to a player’s appetite for light-hearted slots fun.
Gold Spinner is a high-energy 5×4 Ways Pays slot that blends dazzling gold-themed visuals and electrifying graphics with exciting gameplay. Designed for thrill-seeking players, the game revolves around a unique coin collect mechanic supported by two powerful bonus features that build anticipation and deliver potentially big rewards.
A pseudo-persistent coin pile collects coins from the first two reels, guaranteeing a coin drop when triggered. Coins landing on these reels activate a mini slot feature, awarding extra coins, multipliers, or boosts, all of which can carry into the Free Spins Bonus for even greater win potential.
As always, players can further tailor their experience through features such as Bonus Buy, which guarantees a Free Spins coin, Fortune Spins for streamlined play, and Fortune Bet for increased Free Spins frequency. With its combination of striking visuals, immersive mechanics, and adrenaline-fueled gameplay, Gold Spinner delivers a super-charged slot experience packed with winning opportunities.
Claire Osborne, Vice President of Interactive at Inspired Entertainment, said: “We are delighted to expand our iGaming portfolio with the launch of Bone Appétit and Gold Spinner, two fun titles that showcase the creativity and variety Inspired is known for. From the playful charm of Bone Appétit to the high-voltage thrills of Gold Spinner, both games deliver distinctive themes and engaging bonus features designed to entertain players and drive a strong performance for our operator partners.”
The post INSPIRED LAUNCHES BONE APPÉTIT & GOLD SPINNER ACROSS ONLINE & MOBILE appeared first on European Gaming Industry News.
Angel Gardzhev Product Owner at Sneaky Slots
Sneaky Slots drags players to the streets of Eastern Europe with its latest release, Gopnik
Reading Time: 4 minutes
Spit sunflower seed shells and take a walk with us to the rougher and tougher side of Europe with Sneaky Slots’ latest release Gopnik. Once you’re done squatting with the locals, get ready for our last release of 2025, Gods Go Pew Pew.
Reel Area
Gopnik plays out across a gritty 4-4-4-4-4 reel setup, where street smarts are the most important thing followed by babushka’s home-made cooking.
Two special symbols, Babushka and the Burner Phone, are like two peas in a pod that can deliver some unexpected neighbourhood drama.
- Babushka acts as a Wild and substitutes for all paying symbols. When she lands, she marks 1 to 4 positions across the other reels. If a Gopnik symbol hits any marked spot, it awards an instant bet multiplier of up to 50x.
- Burner Phone: RING RING! Ey brat, pick up! When this symbol drops on reel 5, it flips 2 to 4 random symbols into Wilds.
xNudge®
Fresh from the Nolimit streets, xNudge® rolls into Sneaky Slots for its debut.
The xNudge® Wild always nudges to become fully visible and substitutes for all paying symbols, increasing its win multiplier by 1 for every nudge. It can appear in the base game, Street Roll, and Super Street Roll (but never on the 1st or last reel), with up to 2 xNudge® Wilds landing per spin in the base game and Street Roll, and up to 4 in Super Street Roll.
Pick Your Bonus!
(Scratch Card Bonus Entry)?
Land 3 Bonus scatters to whip out a Scratch Card and try your luck. Matching symbols will trigger either Street Roll or Kiosk Raid Bonus games.
Hit the Super Bonus scatter on reels 4 and 5 alongside the Bonus scatters, and level up to the Super Scratch Card Bonus.
Keep an eye out for the Golden Car on the scratch card. Reveal this to win the filthy 6,666x Max Win.
Street Roll
Street Roll drops you onto the cardboard with 7 Free Spins and a boosted 6-reel setup. During this feature, Gopnik symbols on the 1st and last reel can land holding a dice token. If you manage to hit a Gopnik-with-dice on both ends, you’ll trigger the Cheeki Breeki Dice mini game, packed with multipliers also featuring xNudge.
Super Street Roll
Same rules as Street Roll apply, but if a win Multiplier is awarded from the Cheeki Breeki dice game it stays for the whole round and is stacked up with each new Multiplier awarded.
Cheeki Breeki Dice
Ey brat, come closer… got a game for you.
During Street Roll or Super Street Roll, the Cheeki Breeki Dice can hit the cardboard, and whatever those cubes show decides your fate. If the left die wins, you score a win multiplier for the current spin. If the right die wins, you get a burst of random Wilds. The value of the multiplier or the number of Wilds match whatever number landed on the winning die.
Land three pairs and you score a retrigger of 5 Free Spins. But hit the same pair three times in a row and boom, you unlock the Blyatiful Throw, awarding an instant prize based on the number rolled.
Kiosk Raid Spins
Kiosk Raid starts you off with 3 Spins, and only label symbols can drop. Every time a label lands, your spin count resets back to 3. Up top, the kiosk shelf flashes fresh bet multipliers each spin. Land a label right under one, and it grabs that multiplier and holds it till the end. Multipliers range from 1x all the way up to a fat 100x.
On every spin, the Kiosk Lady places bet multipliers across the top shelf of her stand. Each time you land a new label symbol below a Multiplier it will receive that Multiplier and hold it until the end of the bonus. And if the Kiosk Lady’s in a good mood (or just bored) she might toss in a modifier on the top row, giving a random label below a little upgrade.
Your total bet multiplier racks up above the grid as the labels stack their value. When the bonus ends, the Kiosk Lady whips out her trusty old calculator, probably older than Babushka, totals everything up, and hands over your payout with that classic “don’t bother me again” energy.
- Upgrade – Upgrades Multiplier on a random label below it to a bigger value.
- Double – Doubles value of a random label symbol below it.
- Collect – Collects a random label below it and adds its value to the total bet Multiplier again.
- Super Bonus – Gets you into Super Kiosk Raid.
Super Kiosk Spins
The same rules as in the normal Kiosk Raid apply here as well, but 2 more rows are unlocked. The first adds room for even more label symbols, while the new bottom row rolls out extra added values; from +1 all the way to +100, boosting every label stacked above it. This bottom row can also reveal exclusive Super modifiers, hitting entire vertical lines at once:
- Upgrade All – bumps all multipliers in that column to a higher value.
- Collect All – collects every label in that column and adds their total again.
- Double All – doubles the value of all labels in that column.
Sneaky Buy
Can’t wait for the shop to open up on its own? Ey brat, no shame in cutting the line. You can directly purchase the game features through the Sneaky Buy menu!
- Street Roll – You are guaranteed to enter the Street Roll Bonus.
Sneaky Boost
Sneaky Boost is activated for 2 times the base bet, where there is an increased chance of triggering the Bonus rounds. Landing 1 or 2 active Sneaky Symbols in a spin trigger a normal bonus feature.
Super Sneaky Boost can be activated for 5 times the base bet for an increased chance of triggering the Super Bonus feature. Landing 1 Super Sneaky symbol will trigger a normal Bonus and landing 2 Super Sneaky symbols will trigger a Super Bonus.
The Stats
Max Win: 6,666x
Volatility: Highly Volatile
Angel Gardzhev, Product Owner at Sneaky Slots, said: “We wanted to follow up Freak Show Revelation with something that hits even harder, and nothing hits quite like a proper Gopnik. The mechanics, the humour, the whole vibe came together in a way we’re incredibly proud of. Sit tight, brat… this is only the beginning.”
The post Sneaky Slots drags players to the streets of Eastern Europe with its latest release, Gopnik appeared first on European Gaming Industry News.
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B2B gaming supplier Push Gaming is spreading a double-dose of holiday cheer with the launch of 10 Santa’s Reindeers and Santa Hopper, two seasonal slots packed with excitement, charm, and immersive gameplay.
Leading the festive line-up is the latest Push Actions title, 10 Santa’s Reindeers, arriving in lobbies from 26th November. Inspired by Push’s hit game 10 Swords, this new release retains the popular scatter-pay mechanic while adding a fresh twist with Jackpot Reindeer symbols. These not only act as scatters but also grant instant prizes, offering players even more to aim for on each spin.
The true magic happens in the bonus game, where players unlock additional reel levels as they progress, boosting the chances of landing high-value Reindeer symbols and increasing win potential.
The base game provides the opportunity to enhance the gameplay once the bonus lands, thanks to the Push-Up Mods feature, which allows players to expand the reel set early, increasing their chances and ensuring a more powerful bonus round.
Arriving a week earlier on 19th November, Santa Hopper presents a more whimsical take. Set in a snowy wonderland, this charming slot offers light-hearted fun with the Santa and Jingle Drop features, both designed to keep gameplay unpredictable and engaging.
The latest addition to the Push Originals stable, it flexes its appeal to casual players with vibrant visuals, catchy mechanics, and lively pacing. Its approachable style and festive vibe make it an ideal choice for players looking for light-hearted entertainment with strong seasonal appeal.
George Fil, Director of Product Strategy at Push Gaming, said: “Christmas is always a special time in the slot world, and this year we wanted to offer something for everyone. 10 Santa’s Reindeers is packed with action and surprises, while Santa Hopper brings a more playful, unpredictable energy.
“Both are built to deliver that festive buzz players love, and we’re really excited to see them go live.”
The post Push Gaming unwraps festive fun with 10 Santa’s Reindeers and Santa Hopper appeared first on European Gaming Industry News.
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