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

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The Board of Directors of LeoVegas unanimously recommends the shareholders of LeoVegas to accept the public offer from MGM of SEK 61 in cash per share.

This statement is made by the Board of Directors[1] of LeoVegas AB (publ) (the “Company” or “LeoVegas”) pursuant to Rule II.19 of the Nasdaq Stockholm Takeover Rules (the “Takeover Rules”).

Background
MGM Casino Next Lion, LLC, a wholly owned indirect subsidiary of MGM Resorts International (“MGM”), has today announced a public offer to the shareholders of LeoVegas to transfer all of their shares in LeoVegas to MGM for a consideration of SEK 61 in cash per LeoVegas share (the “Offer”). The total value of the Offer corresponds to approximately SEK 5,957 million[2]. The price of SEK 61 per share in the Offer will not be increased.

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The Offer represents a premium of:
·         approximately 44.1 per cent compared to the closing price of SEK 42.32 of LeoVegas shares on Nasdaq Stockholm on 29 April 2022, which was the last trading day prior to the announcement of the Offer;

·         approximately 57.6 per cent compared to the volume-weighted average trading price of SEK 38.70 of LeoVegas shares on Nasdaq Stockholm during the last 30 trading days prior to the announcement of the Offer; and

·         approximately 76.5 per cent compared to the volume-weighted average trading price of SEK 34.56 of LeoVegas shares on Nasdaq Stockholm during the last 180 trading days prior to the announcement of the Offer.

The acceptance period for the Offer is expected to commence on or around 3 June 2022 and expire on or around 30 August 2022.

Completion of the Offer is conditional upon, inter alia, that the Offer is accepted to such an extent that MGM becomes the owner of shares representing more than 90 per cent of the outstanding shares in LeoVegas (on a fully diluted basis), as well as all regulatory, governmental or similar clearances, approvals and decisions necessary to complete the Offer, including approvals and clearances from competition authorities, being obtained, in each case on terms which, in MGM’s opinion, are acceptable. MGM has reserved the right to waive the conditions for completion of the Offer. The Offer is not conditional upon financing. MGM has stated that it will not increase the price of SEK 61 in the Offer. By this statement, MGM cannot, in accordance with the Takeover Rules, increase the price in the Offer.

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The Board of Directors of LeoVegas has given consent to MGM to offer a management incentive plan for certain key employees of LeoVegas and notes that MGM has obtained a statement from the Swedish Securities Council (Sw. Aktiemarknadsnämnden) confirming that the proposed incentive plan is compatible with the Takeover Rules (Ruling 2022:16).

The Board of Directors of LeoVegas has, at the written request of MGM, permitted MGM to carry out a due diligence review of LeoVegas in connection with the preparation of the Offer. With the exception of information that was subsequently included in LeoVegas’ Q1 report for 2022, MGM has not been provided with any inside information regarding LeoVegas in connection with the due diligence review.

MGM has obtained irrevocable undertakings to accept the Offer from the Company’s largest shareholder and Chief Executive Officer, Gustaf Hagman, and certain other shareholders[3]. Gustaf Hagman has undertaken to tender 8,050,000 shares (8.2 per cent of the outstanding shares in LeoVegas), and other shareholders have undertaken to tender a total of 6,909,281 shares in LeoVegas (7.1 per cent). Accordingly, irrevocable undertakings to accept the Offer from shareholders representing in total 14,959,281 shares (15.3 per cent) have been obtained. The irrevocable undertakings apply irrespective of whether a higher competing offer is made. The irrevocable undertakings will terminate if the Offer is not declared unconditional on or before 31 October 2022. In addition, Torsten Söderberg, who is also a Board member of LeoVegas, has stated that he is very supportive of the Offer. Torsten Söderberg and family owns 4,533,861 shares in LeoVegas (4.6 percent).

SEB Corporate Finance (“SEB”) is acting as financial adviser and Cederquist is acting as legal adviser to LeoVegas in connection with the Offer.

Process conducted by the Board of Directors
In parallel with other interested third parties contemplating public tender offers, MGM contacted LeoVegas in December 2021. The Board of Directors engaged SEB to lead the process of evaluating other parties’ interest for the Company. In February 2022, MGM submitted a non-binding offer letter to the Board of Directors of LeoVegas indicating an interest to pursue with a public offer subject to, inter alia, a satisfactory due diligence review and the Board of Directors of LeoVegas recommending the shareholders to accept the offer from MGM. The Board of Directors gave MGM permission to conduct a due diligence review. As instructed by the Board of Directors, SEB entertained parallel processes with other interested parties in the interest of creating maximum value for the shareholders in LeoVegas. Following further negotiations with the Board of Directors and SEB, MGM increased its non-binding offer, to a price level other interested parties could not match, in order to receive a recommendation from the Board of Directors.

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The Board of Directors’ recommendation
In its evaluation of the Offer, the Board of Directors has taken a number of factors into account which the Board of Directors deems relevant. These factors include, but are not limited to, the Company’s present strategic and financial position and the Company’s expected potential future development and thereto related opportunities and risks.

The Board of Directors notes that the Offer represents a premium of approximately 44.1 per cent compared to the closing price of SEK 42.32 of the Company’s share on Nasdaq Stockholm on 29 April 2022, which was the last trading day before the announcement of the Offer, and a premium of approximately 57.6 per cent and 76.5 per cent respectively, compared to the volume-weighted average share price for the Company’s share on Nasdaq Stockholm during the last 30 and 180 trading days, respectively, prior to the announcement.

As noted above, LeoVegas has received several indications of interest or non-binding offers concerning a potential tender offer. MGM’s offer is, in the assessment of the LeoVegas Board of Directors, the superior offer from the perspective of the shareholders. The LeoVegas Board of Directors has investigated and considered market and industry trends, and certain strategic alternatives available to LeoVegas. Such alternatives included, but were not limited to, remaining an independent listed company with a possible listing in the USA. The LeoVegas Board of Directors has also considered the risks and uncertainties associated with such alternatives.

LeoVegas operates in an industry which is characterised by, inter alia, high innovation pace, new regulation and consolidation. In this context, the Board of Directors believes that the industrial logic and strategic fit between LeoVegas and MGM is attractive and should serve both the company and its employees well in the future.

The Board of Directors further notes that LeoVegas’ largest shareholder and Chief Executive Officer Gustaf Hagman and certain other shareholders, representing in aggregate 15.3 per cent of the outstanding shares and votes in the Company, have entered into undertakings to accept the Offer, subject to certain conditions, irrespective of whether a higher competing offer is made. In addition, Torsten Söderberg, who is also a Board member of LeoVegas and together with family owns 4.6 per cent of the outstanding shares, has stated that he is very supportive of the Offer.

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As part of the Board of Directors’ evaluation of the Offer, the Board of Directors has engaged BDO to issue a so-called fairness opinion regarding the Offer, see Appendix 1. According to the fairness opinion, the Offer is fair to LeoVegas’ shareholders from a financial point of view (subject to the assumptions and considerations set out in the fairness opinion).

Under the Takeover Rules, the Board of Directors shall, based on the statements made by MGM in the Offer press release issued earlier today, present its opinion regarding the impact that the implementation of the Offer will have on LeoVegas, particularly in terms of employment, and its opinion regarding MGM’s strategic plans for LeoVegas and the effects it is anticipated that such plans will have on employment and on the places in which LeoVegas conducts its business. In this respect, the Board of Directors notes that MGM has stated that “MGM values the skills and talents of LeoVegas’ management and employees and intends to continue to safeguard the excellent relationship that LeoVegas has with its employees. Given MGM’s current knowledge of LeoVegas and in light of current market conditions, MGM does not intend to materially alter the operations of LeoVegas following the implementation of the Offer, subject, of course, to MGM’s continued regulatory review. There are currently no decisions on any material changes to LeoVegas’ or MGM’s employees and management or to the existing organization and operations, including the terms of employment and locations of the business”. The Board of Directors assumes that this description is correct and has no reason to take a different view in this respect.

Based on the above, the Board of Directors unanimously recommends the shareholders in LeoVegas to accept the Offer.
This statement shall in all respects be governed by and construed in accordance with Swedish law. Disputes arising from this statement shall be settled exclusively by Swedish courts.

The information in the press release is information that LeoVegas is obliged to make public pursuant to the EU Market Abuse Regulation and the Takeover Rules. The information was submitted for publication, through the agency of the contact person set out above, at 08.00 CEST on 2 May 2022.


[1] The Board member Torsten Söderberg and the Company’s largest shareholder and Chief Executive Officer Gustaf Hagman have not participated in the Board’s evaluation of or discussions regarding the Offer due to conflict of interest.
[2] Based on 97,652,970 outstanding shares in LeoVegas, which excludes 4,000,000 treasury shares held by LeoVegas. In the event that LeoVegas should pay any dividend or make any other value transfer prior to the settlement of the Offer, the price per share in the Offer will be reduced correspondingly.
[3] LOYS AG: 3,259,281 shares (3.3 per cent). Robin Ramm-Ericson: 2,250,000 shares (2.3 per cent). Pontus Hagnö: 1,000,000 shares (1.0 per cent). Gilston Invest AB: 400,000 shares (0.4 per cent).

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FANDOM DECODES THE TUG-OF-WAR FOR FAN ATTENTION BETWEEN GAMING & ENTERTAINMENT COMPANIES IN 2024 INSIDE ENTERTAINMENT STUDY

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Study Identifies a New Target Audience – The “Switchers” – and Why Dramas Could Be the Next Big Gaming Franchise

 

Forget the gaming vs. entertainment narrative. Fandom, the world’s largest fan platform, today released its annual Inside Entertainment study which reveals a nuanced reality: fans crave both immersive gaming worlds AND timeless storytelling across tv and film, NOT one or the other. Leveraging first-party data from Fandom’s extensive platform – 350 million monthly unique visitors, 45 million pages of content and 250k fan-powered wikis – coupled with a global study, Inside Entertainment: The Entertainment & Gaming Tug of War goes beyond industry headlines to:

  • Understand the dynamic coexistence between the gaming and TV/film industries
  • Identify a brand new audience – the “Switchers”
  • Detail why dramas and book adaptations present a huge opportunity to be the next hit video game franchise

“Every industry analysis refers to the battle for fans’ attention across entertainment and gaming but we’ve found that it’s not an either or. In fact, combined, entertainment and gaming experiences strengthen fan connection and deliver incremental engagement,” said Stephanie Fried, CMO of Fandom. “Understanding the interplay between these mediums is key to building authentic and enduring fan experiences; and understanding the value and role of each medium is essential for developing powerful marketing messaging to attract and retain fans.”

Key Findings

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  • 67% of fans are spending the same or more time consuming content or playing video games, but their behavior is shifting:
  • 33% are spending less time on cable or in theaters – and the number one activity they’re switching to is gaming (59%

Switchers’ refers to the audience moving away from watching movies & binging TV shows in their free time to do other activities. Outside of gaming, switchers are also spending time:

On social media (47%), reading (56%) and doing hobbies (37%)
With 56% of the switcher audience spending time reading, it presents an opportunity to re-engage this audience and pull them back into the ecosystem with new content strategies, like book-to-game or book-to-film cross over adaptations

But don’t worry entertainment companies. Just as gaming is the #1 activity for entertainment fans, watching TV and movies is the #1 activity gamers turn to when taking a break from gaming – which means these industries are inevitably intertwined and could benefit from joint endeavors or conquest/win-back strategies

Drama could be #1 untapped genre for gaming companies to explore when looking for their next big hit. Our data uncovers that drama fans who also game gravitate towards genres like:

  • Role-Playing (RPG): 73%
  • Adventure: 72%,
  • Simulation: 62%,
  • Sandbox/Open World: 62%,
  • Puzzle: 60%

Gaming wins on super serving the emotional needs of fans, identifying a niche area streamers & studios should not only be aware of – but double down on:

  • 82% of gamers think video games are more interactive & engaging than movies and TV
  • 59% feel more accomplished when playing a video game
  • 53% like that they have more control in the story when playing video games
  • 45% feel more invested in the storylines in video games

Top 3 Takeaways For Advertisers and Marketers

1. Gaming is a Friend vs. a Foe

  • Despite common misconceptions, there is a true symbiotic relationship between the gaming and entertainment industries – they both serve different emotional needs for fans and can actually complement each other – with the right fan strategy.
  • Therefore, if studios, networks and streaming companies cater to the distinct emotional desires of their specific audiences, they can successfully influence a fan’s choice between mediums and content types and build out a more robust conquest strategy for both retention and acquisition.

2. Sway the Switchers

  • Switchers are the audience entertainment companies should be first and foremost targeting in this “tug of war” to capture fan attention, because switching to watching TV & movies is the first activity gamers engage in after they stop playing.
  • This underscores the importance for entertainment companies to develop strategies that resonate with these “switchers.”

3. Find your Niche

  • With the growing intersection between gaming and entertainment, it’s crucial for studios, networks, and streamers to align on a gaming strategy that drives viewer engagement and retention.
  • While many entertainment companies know they need a focus on gaming to drive their business forward – how and where are often barriers. Developing a gaming-specific fan strategy by finding niche pockets in the vast ecosystem – like targeting drama fans or creating book adaptations – is key for reaching a high affinity target at scale.

For an interview with a Fandom executive to discuss the study in more detail, please contact Rachelle Savoia at [email protected]

Methodology

The 2024 Inside Entertainment study regionally analyzes the dynamics between diverse forms of entertainment based on a survey of 5,500 entertainment and gaming fans aged 13-54 These insights were validated and deepened through Fandom’s proprietary, first-party data from 2024 – more than 350 million monthly unique visitors, 45 million pages of content across 250,000 wikis. This methodology provides a 360-degree view of franchises and fan interest across the entertainment and gaming landscape through the eyes of Fandom.

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BOLDPLAY TITLES DEBUT ON MARATHONBET

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Over 50 innovative titles have been added to the popular online betting platform’s casino game line-up.

Boldplay, the renowned developer of premium online casino content and innovative casino software solutions, has announced that it has formed a new partnership with Marathonbet that will see its full suite of 100+ titles added to the operator’s casino game line-up, with 50+ of those games available now.

As a result of the deal, games from Boldplay’s state-of-the-art slot selection and range of virtual scratch cards have already been added to Marathonbet’s lobbies, but the provider will also be offering table games, virtual bingo and keno releases on the platform going forward.

Marathonbet is currently licensed by both the government of Curaçao and the Directorate General for Gambling Regulation in Spain, with a further internet gaming concession from the Customs and Monopolies Agency (ADM) also enabling it to provide services to Italian players.

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As such, the collaboration will now enable Boldplay to offer its titles to audiences in a wide range of global markets, many of whom will not previously have seen the signature range of Boldplay jackpots and engaging free spin features that have made the provider such a huge hit with fans.

Of the Boldplay games now available on Marathonbet, a standout highlight is the MMA themed Brute Force, which offers a choice of two hard-hitting bonuses and currently ranks as one of the studio’s most successful slots to date.
Speaking on the new partnership with Marathonbet, Boldplay Commercial Director Gary Francis said: “We’re very happy to have teamed up with Marathonbet in a move that will see our cutting edge game collection reach new audiences in a number of important markets around the world.

“With a wide range of Boldplay slots, scratch cards, table games and bingo and keno releases now available on the platform, our line-up already has something for everyone and will continue to get even stronger as we announce new releases in 2024. We hope that Marathonbet customers enjoy all that we have to offer and look forward to seeing how our games perform on the platform.”

 

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BMM INNOVATION GROUP TO SHOWCASE COLLABORATION WITH INTERNATIONALLY ACCLAIMED MASTER CHOCTAW ARTIST DG SMALLING AT INDIAN GAMING ASSOCIATION (IGA) TRADE SHOW APRIL 10-11

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The Company to Unveil Original Artwork Focused on BMM’s Mission to Protect Tribal Gaming and All Who Play

BMM Innovation Group (“BIG”, “BIG Group”, or the “Company”), a technology conglomerate providing world-class services and cutting-edge solutions to the global gaming industry through BMM Testlabs, BIG Cyber, and RG24seven Virtual Training, today announced a collaboration with internationally acclaimed Choctaw Nation Master Artist DG Smalling celebrating BMM Innovation Group’s relationship with Tribal suppliers, regulators, and operators. The artwork will be showcased at the IGA tradeshow April 10-11 at the Anaheim Convention Center in BIG’s Booth No. 628.

Smalling is best known for his single-line, continuous drawing technique in which his pen never leaves the paper until the image is complete. The piece he created with BIG is called ‘Hand to Hand’, representing the vital relationship between the BIG Group and Tribal gaming. Smalling will be giving away signed reprints of the piece from 2-4 pm on Wednesday, April 10 in BIG’s Booth No. 628.

BIG’s Chairman and Chief Executive Officer Martin Storm said, “We are honored to be able to work with such an internationally celebrated and recognized Tribal artist, DG Smalling, to create artwork that reflects our deep roots in Tribal gaming and the importance of the BIG companies in protecting Tribal gaming and all who play through best-in-class product testing and certification, cybersecurity protection solutions, and compliance-grade training.

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Smalling said, “I was excited to create this piece for the BMM Innovation Group. This artwork depicts the role of BMM as an agency of quality control to protect Tribal sovereignty from outside intervention; the intersection of Tribal nations, Indian Gaming, and BMM as a day-to-day presence securing Indian Gaming integrity, and thereby, its sovereignty.”

Prior to his collaboration with BIG, Smalling had already made a name for himself in the gaming industry. In 2022, he achieved the distinction of being the first artist to fully collaborate with a slot machine manufacturer when he teamed up with Incredible Technologies to launch Class II slot games showcasing his art. In addition, Smalling has played a key role in spearheading a number of corporate-indigenous partnerships with leading companies like Amazon, Gary Platt Manufacturing, Emser Tile Native Narrative Series, and APMEX. Smalling holds the distinction of being authorized by the Delaware Nation of Oklahoma — through statute — to create on their behalf.

Smalling’s art and honors include the Department of the Interior’s Operation Lady Justice; featured artist at Epcot Disney World: State of Oklahoma Centennial Show in 2007; Grand Palais “Salon du Dessin et de la Peinture á l’Eau” in Paris in 2011; and National Museum of the American Indian “Choctaw Codetalkers Celebration” in Washington, DC in 2012. In addition, Smalling has been commissioned to paint several portraits, including U.S. Justice Sandra Day O’Connor, U.S. Congressman Tom Cole, and Sir Tony Blair, the former Prime Minister of the UK, among many other notable dignitaries. Some of Smalling’s notable commissions include APMEX Coins’ Asian Zodiac Series: Year of the Dragon (2024) ; APMEX Coins’ Grand Buffalo (2023); and Lady Justice of California Proclamation (2020). For more information, visit dgsmalling.ai.

 

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