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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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With Bill 55 on increasingly shaky ground amid a transitional era for online gambling, what does the future hold for Malta’s point-of-supply industry?
This week has seen the EU heap yet more pressure on Bill 55, a defensive measure introduced by the Maltese government to hold back a tidal wave of player refund lawsuits that could cost the industry hundreds of millions of euros.
Players in Austria and Germany have been able to successfully argue in court that they should be repaid all money lost to operators that offered gambling in their countries without a local licence. The cases stand to erase years of grey market earnings at many operators.
Bill 55, which in June 2023 became an official amendment to the Malta Gaming Act under the title Article 56A, allows judges to reject court rulings from other EU nations if they threaten the economic security of the island’s gambling industry.
It has served Maltese operators well since it was enacted, effectively blocking lawyers from passporting claims from Austria, Germany and elsewhere to the location where operators are legally headquartered, in order to force them to pay out.
This has triggered an international legal wrestling match, now being fought via a series of cases at the Court of Justice of the European Union (CJEU), the EU’s highest judicial authority.
So far, the judgements and opinions issued have not made comfortable reading for the Maltese industry or its regulatory officials.
Earlier this month, the court appeared to settle a longtime debate on which the entire premise of Malta as an offshore hub is founded. Judges said that the freedom to provide services within the EU does not allow for operators to ignore local prohibitions on certain types of gambling.
That was followed this week by an Advocate General (AG) advising judges that if they were to consider the legality of Bill 55, it should be struck down.
It also reaffirmed the court’s dim view of gambling as a cross-border service.
As the opinion put it: “Under the current state of EU law, Member States are under no obligation to recognise gambling licences issued by other Member States. Accordingly, a Maltese gaming licence is, in principle, valid only in Malta.”
This opinion is only advisory, and is unlikely to amount to anything in this particular case (C-683/24) because the AG also recommended that the case as a whole should be ruled inadmissible.
But this is just one in a handful of similar issues being considered by the CJEU and the more time that passes, the greater the pressure appears to be on Malta and Bill 55.
The EU is also taking a tandem approach: The European Commission, the EU’s executive arm, has itself opened an investigation into Malta and the legality of Article 56A and has indicated through its own statements and submissions to the CJEU that it considers the provision to be against EU law.
New tactics needed?
All of which leads to several difficult questions for Malta and the many gambling companies based there.
The first is a defensive issue: With Bill 55 on the ropes, how will the nation prevent the many operators who call its islands home from being stuck with a huge refund charge?
Work is already underway to mount a new defense. The tactic uses the same inspiration as Article 56A, which argues that allowing the foreign court judgments that demand large payments from operators would seriously damage the Maltese economy and thereby upset its “public policy”.
The EU principle, also known as “ordre public”, allows for member states to make legal exceptions in order to protect their society.
In a pair of new cases addressing transferred player refund claims from Austria, Maltese lawyers have argued, without reference to Bill 55, that granting the payment orders would upset the nation’s public order.
These two cases are a clear attempt to establish that, even without any specific Gaming Act amendments, the principle of ordre public protects Maltese gambling firms from having to pay up.
The problem is, the CJEU may have seen this coming.
“The fact that the enforcement of certain judgments may entail serious economic consequences for a national operator, an industry or even the Member State addressed does not justify recourse to the ‘public policy’ clause,” reads the recent AG opinion.
Although lawyers in Malta insist that the AG’s comments should be taken only to refer to Bill 55.
Meanwhile, lawyers fighting to recover refunds believe that cases like these, which have already been appealed, will themselves wind up in the CJEU and at least buy more time for Malta before payouts need to be made.
A new kind of industry hub?
Perhaps the more fundamental question is what Malta offers as a gambling hub over the next decade.
It’s been apparent for some time that the value of a Maltese licence is degrading, through no fault of local authorities.
As European nations gradually switched on their own licensing models, operators have needed to collect local approvals.
Even where nations have clung firmly to monopolies, like in Norway, authorities have also become more effective in enforcing against offshore operators who offer into their territories.
The clear trend of the CJEU also indicates that arguments based on the freedom to provide services are practically finished.
In face of this reality, regulators and business leaders in Malta are looking further afield. Maltese law firms have appeared in locations as far afield as the UAE and Taiwan in recent years, as they look to advertise the nation’s status as a centre of iGaming excellence to emerging online gambling markets.
Leaning into the density of online gambling expertise is also an increasingly important strategy for those looking to attract investment to Malta.
The reason that the industry flocked to Malta in the first place may no longer be relevant, but it’s still the case that two decades later the nation boasts a greater concentration of industry talent than in any other European nation.
There’s also been an increased focus on suppliers, which typically have lower local compliance overheads and more ability to run their businesses remotely from the territories where their content is used.
Although this sector is increasingly subject to local licensing, as well as new compliance burdens designed by regulators looking to drive a wedge between on- and offshore online gambling markets.
Change is inevitable
Malta has demonstrated its ability to adapt and survive, but there’s little denying that the nation’s gambling industry has never been more under siege than it is now.
After decades of growth and success, new ideas are needed to steer the sector into a new phase.
The success with which it emerges from the Bill 55 era will have a dramatic impact on Europe’s online gambling sector and beyond.
The post Malta faces new dawn as EU courts gather strength appeared first on Eastern European Gaming | Global iGaming & Tech Intelligence Hub.
BVGroup’s flagship brand BetVictor has launched a new brand campaign, “For All Your Favourite Things”, backed by what the company said is its largest AV investment to date.
The campaign, created by Barn Door Studios, uses a rewrite of “My Favourite Things” from The Sound of Music over visuals of sporting events. BetVictor said the creative focuses on “the uncomplicated thrill of sport and betting”.
BetVictor is timing the launch around this weekend’s Premier League schedule, with spots running alongside Arsenal vs Newcastle on Saturday evening and Chelsea vs Leeds on Sunday afternoon.
Media planning is led by Bountiful Cow. The plan includes a new partnership with Sky, spanning live sport integrations, on-demand, YouTube channels and targeted digital placements via Sky Advance. BetVictor also outlined a data-led SVOD and BVOD strategy across ITVX, Channel 4, Prime Video and Netflix, plus digital and social.
Richard Walters, Director of Brand and Creative at BetVictor, said:
“‘For All Your Favourite Things’ captures what BetVictor stands for today – a premium, straightforward experience that enhances the thrill of sport.
When done right, we believe that gambling is a simple pleasure; one that we love connecting our customers to. We wanted to celebrate the moments that matter most to sports fans.”
The post BetVictor rolls out new brand campaign with biggest AV spend to date appeared first on Eastern European Gaming | Global iGaming & Tech Intelligence Hub.
QTech Games has won the Leader in Online Casino award at the Annual Sports Betting East Africa (SBEA+) 2026 Summit in Nairobi, Kenya.
The company said it beat other shortlisted suppliers including SA Gaming, BetConstruct, and DST Gaming. The award is described by the event as recognising the “top all-round online casino platform for innovation, user engagement, and sustained growth” over the past year.
The SBEA+ Eventus Awards focus on the East African igaming and sports betting sector and were presented at a gala ceremony at the Argyle Grand Hotel. QTech Games said the judging period covered 2025/26 and that its aggregation platform performance was ranked highest by the panel.
QTech Games CEO Philip Doftvik said: “We’re thrilled to have walked off with another notable award for the best overall online-casino-platform provision in East Africa. Being shortlisted in such good company was already a result, but victory provides the real validation, particularly after running a great campaign at recent Eventus events in Africa. We’ve been promoting QTech Hybrid, our breakthrough retail solution, to great effect and it’s been fantastic to see that going live with a handful of top-tier clients on this continent has led to such overwhelmingly positive feedback and immediate success cases in the realm of genuine innovation.
“This win is testimony to our diligent team at QTech Games, and to the constantly growing group of innovative suppliers that our platform represents. It’s a truly collaborative effort. We remain committed to rolling out high-quality content that drives revenue for our worldwide partners across Africa and beyond. After all, in today’s marketplace, only premium games of the highest standard will separate you from the crowd, so we were delighted to see the panel acknowledge how our premier platform is delivering across Africa’s eclectic ecosystem. We’ve made our name as the pre-eminent aggregator in these evolving margin markets, delivering localised games that speak to a host of player proclivities. This award win will spur us on to new horizons.”
The post QTech Games wins Leader in Online Casino at SBEA+ Eventus Awards 2026 appeared first on Eastern European Gaming | Global iGaming & Tech Intelligence Hub.
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