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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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Interviews

Scaling With Purpose: RedCore’s Tech Vision Explained

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At SiGMA Central Europe in Rome, European Gaming Media sat down with Yevhenii Yankovyi, Vice President of Technology and Deputy CTO at RedCore, for a deep look into what truly powers RedCore’s large-scale engineering operations.

RedCore is known for innovating at enterprise level, yet moving with the agility of a fast-growing tech company. In this conversation, Yevhenii breaks down how the organization manages that balance: how engineering teams maintain both speed and reliability, how automation empowers creativity, and why culture must remain a daily practice rather than a one-time achievement.

 

Can you introduce yourself and RedCore’s approach to engineering at scale?

Sure. My name is Yevhenii, I’m the Vice President of Technology at RedCore and Deputy CTO. RedCore is a large company with many products and projects, so everything we do operates at a significant scale. And when people hear “enterprise-level engineering,” the usual assumption is that scale automatically means slowness: slow decision-making, slow implementation, slow testing, slow time to market.

That’s the mindset we challenge. We don’t believe speed and stability are opposites. In our experience, at this level of complexity, the two actually reinforce each other. When you build the right processes, the right technical foundations, and the right organizational structure, speed becomes a natural result of stability – not something that contradicts it.

We plan for scaling from day one. For us, that’s a fundamental requirement. We build products with the expectation that they will grow, and growth means scale. So we design with that in mind from the very first line of architecture.

But that doesn’t mean disappearing for six or ten months to design the “perfect” system. That’s the common mistake people make when they hear “design for scale.” Our approach is different: we keep the long-term vision in mind, but we move fast, iterate, and make sure the product can evolve without slowing the team down. Stability and speed working together – that’s the engineering culture we build at RedCore.

How does RedCore balance speed and stability in daily engineering?

I will explain this with a simple metaphor: think about a car. Everyone talks about acceleration and top speed, but none of that matters if you can’t take a corner. Speed alone is not the winning formula – you also need control.

That’s exactly how we look at engineering at RedCore. We want to accelerate, make decisions quickly, and develop fast. But we also need the ability to slow down at the right moment, change direction, and stay agile. Balancing speed with stability is the only way to move at scale.

There are many layers to this – it’s a topic I could talk about for days – but in a nutshell:

at a big scale, you must have strong standards, clear policies, and a high level of automation. We rely heavily on automation: infrastructure as code, CI/CD pipelines, automated testing, and all the tools that remove repetitive, routine work from engineers’ daily lives. When the routine disappears, people can focus on what humans actually do best: creativity, problem-solving, and innovation.

However, automation doesn’t build the software for you. It creates a safety net. It catches mistakes, guards quality, and supports engineers when their creativity pushes boundaries. In other words: tools give freedom, and also protect that freedom.

And of course, this includes AI and many other modern tools. We use whatever helps us keep the balance: give people space to think, create, and experiment, while ensuring the system stays stable, predictable, and high-quality.

How does RedCore’s management keep teams aligned yet fast?

First of all, we provide clear goals. As I mentioned earlier, we always design for scale from day zero – but you can only do that if you know exactly what you’re building, for whom, and why. We have a very strong business team that understands the market and what needs to be delivered. The technology team works side by side with them, reinforcing them.

Once the goals are clear, we begin small. If you try to build a huge system from the beginning and get it wrong, you create a nightmare: something no one can support, change, or grow. Complexity grows exponentially, and humans don’t think exponentially; we think linearly. That’s where companies often get lost.

So we avoid that by validating early and validating often. We start with small steps, keep a close eye on every direction we take, and confirm that what we’re building is truly needed by the market. When we see that the direction is right, then we scale – and by that point, the foundation is already in place. It’s like preparing a launchpad so that when the time comes, the team can accelerate immediately.

We build block by block and work in iterations. We take a small team – one, two, maybe three people – and let them experiment for a week. We test the idea fast, get quick feedback, and bring it to the business side: “Do you like it?” If the answer is yes, then we continue, still following all the proper engineering practices before anything goes into production.

This constant loop between business and technology keeps everyone aligned. We give feedback, we receive feedback, and we move together. That’s how we stay both fast and coordinated, always ready to scale when the direction is confirmed.

How does automation empower engineers without slowing them down?

When we talk about automation, we’re really talking about optimization at scale. It doesn’t make sense to over-engineer small things, but at the scale we operate, the cost efficiency and speed gains are enormous. And people often assume that big systems and automation automatically slow everything down. For us, it’s the opposite.

The tools we introduce are not meant to tie engineers’ hands with bureaucracy. We don’t force strict guidelines or heavy processes that kill creativity. Our tools exist to help: to prevent mistakes, to collect feedback quickly, and to give teams the shortest possible path from idea to validation.

Here’s a simple example: we start experimenting with a small feature. We build a tiny prototype to see if the idea works. If it’s promising, the next step is testing, pipelines, deployment – all the things that normally take time. In many companies, engineers would try to do all of this manually because “building the tools will take too long.” But with us, the tools are already there. The infrastructure, the CI/CD, the automation – everything is ready to use. Our engineers are essentially customers of this internal platform that supports fast, safe delivery.

We have many different teams that have different great ideas. If one team tries something new and it works better, great – we learn from it. If another team has a different approach because of product specifics or release schedules, that’s fine too. We give freedom to the teams to work, share their experiences, and then scale.

Of course, there are non-negotiables. When it comes to security and data privacy there is zero tolerance. These are areas where strict rules are absolutely necessary. I always tell the security people: everyone should be a little afraid of you, because these things must be perfect. But outside those critical areas, we don’t impose rules that slow teams down. We experiment, gather feedback, adjust, and keep improving.

We’re constantly researching, experimenting, and customizing our automation depending on the product and the market. But when it comes to system design, we don’t reinvent the wheel. We choose globally recognized tools and industry-validated technologies. So yes, we empower engineers with automation and the right tools, built on a solid, modern foundation.

How does culture work for you – is it an achievement, or part of your routine?

Culture is a critical element in balancing speed and stability. Tools and processes matter, but culture is what truly empowers a team and keeps everything together at scale.

For us, culture starts with giving people freedom: the freedom to experiment, the freedom to make mistakes, and the freedom to challenge ideas. We don’t want engineers to be afraid of trying something new. We build a culture where mistakes are acceptable and manageable. If we try something and it doesn’t work, great – now we know better. We learn, adjust, and move on.

We encourage ideas from every level. Some of our most interesting insights come from developers who notice something while working on a small task. They can come directly to me or to the CTO and say, “I see a problem here.” It’s completely okay. A small detail in one corner of the system can become a huge issue at scale, so we listen. That’s how we avoid blind spots.

We also give teams autonomy. Small teams can make their own decisions and experiment in their own ways. If different teams want to do things differently, that’s fine – as long as they validate everything and share their findings. We want people to help each other and to understand that even top engineers have ups and downs. Even senior management makes mistakes. I constantly ask my team: “If I make a wrong decision, tell me.” It’s not about transparency as a buzzword – it’s about behavior. People observe how you respond, and they learn from that.

The biggest mistake any leader can make is demotivating people. We work with intelligent, educated, passionate professionals. They want to contribute. You just need to give them the space to do it. That’s when you see people shine and bring forward brilliant ideas.

As for the question of whether culture is an achievement or a routine – for us, it’s definitely a routine. People often talk about “building a strong engineering culture” as if it’s a success. We treat it as a routine as a process. Culture is the daily interactions between people in an organization. Those interactions change: people come and go, someone has a bad day, someone disagrees with a decision. Culture is shaped every day by how we communicate, how we argue, how we respect each other, and how we resolve differences.

Going to a colleague in the kitchen and asking, “Hey, what do you think about this?” – that’s culture. Anyone can talk to anyone, openly. And when engineers realize they can make a real impact, that they are heard, that they can influence the product — that motivates them. That’s what keeps the culture alive.

How do you balance standards with creative freedom?

The first thing is that we don’t pressure people. We set strict standards only where they are truly critical for the business. Security, data privacy, stability at scale – those areas demand clear rules. But everywhere else, we try not to push people. And when we do introduce a standard or guideline, we listen carefully to feedback. If the team tells us we made the wrong call, that’s okay – we rethink it and look for better approaches.

The second thing is that as the projects grow, the teams scale as well. Even in the design phase, we don’t start with a huge team. I prefer a small group: one key person who leads the design initiative, plus two or three contributors who constantly review, test, question, and give feedback. If three or four people align in one direction, that’s a good signal we’re on the right track. Then we take that proposal to a larger group – people who might use it or need it.. We refine it again based on their input. The idea evolves, but we don’t need to start from the beginning.

Finally, when we have a strong direction, we present it to the entire tech team. And even then – even if top management already supports the decision – it’s completely acceptable for a mid-level developer to raise concerns. Maybe they’ve seen something before, maybe they read an article, maybe they faced a similar issue. We listen, because at scale, one overlooked detail can cost millions.

So once again, balancing standards with creative freedom is about scaling the processes step by step: we start with a small group, validate in small cycles, and then scale the decision up gradually. This approach protects creativity, ensures high quality, and keeps us aligned. And combined with our culture, it makes the process both fast and safe.

The post Scaling With Purpose: RedCore’s Tech Vision Explained appeared first on European Gaming Industry News.

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Alinda van Wyk

Super Group Comments on United Kingdom Autumn Statement

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Super Group (SGHC) Limited, the parent company of Betway, a leading online sports betting and gaming business, and Spin, the multi-brand online casino, notes the United Kingdom Autumn announcement:

In this Autumn Statement, the UK government announced increases to gambling duties: Remote Gaming Duty (iGaming) will rise by +19 percentage points (from 21% to 40%), effective April 2026 and General Betting Duty (Online Sports Betting) will rise by +10 percentage points (from 15% to 25%), effective April 2027.

Neal Menashe, Chief Executive Officer, stated: “Super Group supports the reasonable taxation of online gaming in the UK. We rely on the government to ensure that today’s very substantial increase should be paired with robust and strict enforcement against non-paying offshore operators. This is essential to protect the regulated sector’s investment in jobs, technology, and responsible gaming in the UK.”

Alinda van Wyk, Chief Financial Officer, commented: “Going forward, we estimate that these new tax increases will have an impact of approximately 6% to our 2026 Group Adjusted EBITDA. However, Super Group already has several mitigation levers in motion, which are intended to offset the tax impact. Our strategy remains unchanged: sustainable growth and disciplined capital allocation. We don’t expect today’s news to alter our long-term trajectory nor our capital return priorities.”

The post Super Group Comments on United Kingdom Autumn Statement appeared first on European Gaming Industry News.

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Andy Greaves

TVC Completes AV Installation at ScotBet

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TVC Technology Solutions has completed a comprehensive AV installation for leading Scottish bookmaker ScotBet. Reinforcing how cutting-edge audiovisual technology can dramatically elevate customer engagement, brand impact and operational flexibility in betting shops, ScotBet is another in a list of betting shop makeovers for TVC, including a significant number of independent bookmakers throughout the UK.

The project saw TVC partner with ScotBet to modernise digital infrastructure across a number of stores, delivering high-quality visuals, streamlined content distribution and a unified signage platform. The aim was to create a premium experience that draws in customers, enhances dwell time, unlocks in-shop promotional opportunities and underpins ScotBets’ competitive positioning.

TVC’s campaign started with a deep dive into ScotBet’s existing estate, identifying inconsistent screen sizes, dated display technologies and poor content manageability. Working alongside ScotBet’s retail operations and brand teams, TVC created a future-proof AV design plan encompassing ultra-slim large format displays in key customer zones, dynamic digital signage driven by branded content and a centralised control system for roll-out calability.

In each store, TVC installed industry-leading large-format commercial LCD and LED displays, including high-brightness 75″ panels in customer-facing zones, complemented by multiscreen TV gantries above key counters to deliver live odds, race streams and promotional content. These displays were mounted via low-visual-impact brackets to preserve the sleek interior design while maintaining full service access. The project also included a dedicated network of digital signage screens in foyer spaces, driven by the MySign digital signage platform. This enabled ScotBet to push up-to-the-minute messages and odds, event-based campaigns and third-party partnerships with minimal delay.

What sets the TVC-ScotBet collaboration apart from a typical AV and digital signage installation is the seamless integration of content and infrastructure from a single company.

Beyond hardware, TVC delivered a tailored content-creation service, to produce a range of dynamic content. This included templated campaign animations, in-store clock-in of live odds tickers, game-day social-feed overlays and fast-paced screen-fillers that mirror the fast-moving world of wagering.

Andy Greaves, sales director at TVC, said: “Our employee-owned structure means everyone at TVC is passionately behind every project. We instantly become partners to our betting shop customers, rather than just supply vendors, and the ability to supply and install an end-to-end video, signage and content integration seamlessly makes for a smooth project from start to finish.”

TVC brings nearly three decades of experience to the AV installation in hospitality, leisure, gambling, gaming and retail spaces. The portfolio spans F1 gaming arcades, bars and pubs, hotels, care homes, boardrooms and retail spaces, with specialist knowledge in the complexities of high-traffic public environments and the regulatory demands of leisure and betting retail. From bespoke mounting solutions in confined shop-floor footprints to full networked AV infrastructures across multiple sites with cloud-integrated content, TVC tailors its system design to each customer’s requirements and backs each project with ongoing service and maintenance support.

“With surveys showing increased dwell time, engagement and sales through digital signage advertising, and with many better retailers seeing over 10% of their revenue attributed to virtual and e-sports, now is the time to maximise your AV impact and ROI,” said Greaves.

The post TVC Completes AV Installation at ScotBet appeared first on European Gaming Industry News.

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