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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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Bet It Drives

GR8 Tech’s Bet It Drives Season 2 Finale: Kelly Kehn on Opening iGaming to New Founders

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Lisbon’s streets set the pace for Season 2 of GR8 Tech’s Bet It Drives—the drive-time podcast where iGaming’s most interesting voices speak freely. Hosted by Yevhen Krazhan, Chief Sales Officer at GR8 Tech, each episode captures raw insight, candid stories, and the energy you can only find on the road.

Episode 4 of the Season 2 finale puts the spotlight on Kelly Kehn, founder, board member, and startup advisor in gaming. As co-founder of Defy the Odds (DTO), she’s building a launchpad and community connecting startups, investors, and operators—with a focus on female and minority founders. Previously, she co-founded the All-In Diversity Project, held ecosystem roles at happyhour.io and SBC, and serves on boards including FUNNZ.

During the ride, Kelly opens up about:

  • Why iGaming events matter: the community, access, and acceleration you only get in the room.
  • Defy the Odds (DTO): why she and her co-founders built it, what it is, and how founders plug in.
  • Women in iGaming: real challenges and how to lower the barrier to entry; inclusion as a growth strategy.
  • Pitch ideas that paid off and common startup pitch mistakes.
  • The next possible unicorn in iGaming and what makes it possible.
  • Soundtrack to success: the song for a win, the pre-coaching track, and the one that sums up her career.
  • The boldest ideas: intention, asking for help, and doing the homework.
  • The unwritten rule of iGaming.
  • Halloween rubric: the scariest moments in life and career, and why saying the hard thing out loud matters.
  • Kelly’s Champion Rule: Be kind to yourself and to others.

“As Kelly said, ‘When we open the space to more people and more perspectives, we all win and the pie gets bigger.’ This episode was the perfect finish of our Season 2 in Lisbon,” said Krazhan.

Watch or listen to Season 2, Episode 4 with Kelly Kehn on:

Season 2 of Bet It Drives launched with Rasmus Sojmark, kept pace with Tiago Pereira and Kyrylo Korobka, and now crosses the line with Kelly Kehn in the finale. But still, don’t unbuckle yet: Season 3 is coming soon with more interesting conversations and more reasons to hit play. Follow GR8 Tech to stay in the loop.

The next chapter of iGaming belongs to champions who play smart and bold. Join GR8 Tech at SiGMA Central Europe 2025, Rome, November 3–6, booth 5028-2, and discover the Heavyweight Rulebook—built for operators ready to scale, localize, and win.

The post GR8 Tech’s Bet It Drives Season 2 Finale: Kelly Kehn on Opening iGaming to New Founders appeared first on European Gaming Industry News.

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Anna Hargrave

GambleAware Warns Outdated Gambling Advertising and Marketing Regulations are Leaving Children at Risk of Gambling Harm

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Regulations for online gambling marketing must urgently be brought into the digital age, a new report from the charity GambleAware has warned.

The report reveals that despite gambling being an age-restricted product, children are being exposed to gambling marketing online, before they reach an age at which they can critically evaluate it. This is leading to gambling being normalised and portrayed as “risk-free”, which increases the risk of them experiencing gambling harm.

Gambling harms are becoming an increasing part of children’s lives, with previous research finding that in 2024, around 85,000 children in Britain were experiencing harm from their own gambling, a figure which has doubled since 20233. GambleAware’s new report highlights how seeing gambling marketing and content, online and via social and streaming platforms, could be encouraging children to gamble and contributing to the number experiencing harm.

The new report calls out poor regulation of gambling marketing online, highlighting how more needs to be done to ensure the rules reflect the unique challenges presented by the digital age and urges a reduction in self-regulation to protect children from being exposed to age-restricted gambling content. Alongside this, GambleAware is also calling for mandatory health warnings to be put on all gambling marketing so people are aware of the risks and support available.

Specific changes to help protect children could include moves to hold online platforms to greater account and ensuring existing government programmes, such as the Online Safety Act and Online Advertising Programme, more directly address gambling marketing and content online. Alongside this, other recommendations include the alignment and strengthening of online safety regulatory powers and programmes.

GambleAware research also found strong public support from children and adults for changes to gambling marketing and advertising regulation. Around four in five children (79%) say they want more rules around gambling content and advertising on social media. Alongside this, over seven in ten adults also agree, saying they want more regulation around gambling advertising on social media (74%) and gambling related content on social media (70%).

Anna Hargrave, GambleAware Transition CEO, said: “Gambling operators invest significant resources into online marketing because it works at getting people to gamble more. This has resulted in children and young people being exposed to gambling content online before an age at which they can critically evaluate it and understand the risks that come with it.

“The current regulations covering gambling marketing and advertising online were designed before most children had easy access to the internet. Urgent action is needed to update these rules and bring them into the digital age to help keep children and young people safe from gambling harm.”

The post GambleAware Warns Outdated Gambling Advertising and Marketing Regulations are Leaving Children at Risk of Gambling Harm appeared first on European Gaming Industry News.

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Angelina Stasiuk Head of Business Line at SOFTSWISS Jackpot Aggregator

SOFTSWISS Jackpot Aggregator Marks Four Years of Growth and Global Expansion

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The SOFTSWISS Jackpot Aggregator, an award-winning player engagement solution, celebrates its fourth anniversary, delivering strong business results and expanding into new regulated markets.

Since its launch in 2021, the SOFTSWISS Jackpot Aggregator has become a trusted engagement and retention tool for operators worldwide. By the beginning of Q4 2025, the solution powers over 100 active brands, with more than 520 jackpot campaigns launched and 68,000+ jackpot hits. These numbers reflect growing adoption and consistent performance across regulated markets.

In early 2025, the SOFTSWISS Jackpot Aggregator obtained certifications in Brazil, Peru, and Estonia, strengthening its position in Latin America and Europe. These approvals allow operators in both markets to integrate the tool in full compliance with regulatory and technical standards.

Angelina Stasiuk, Head of Business Line at SOFTSWISS Jackpot Aggregator, shares: “Four years of consistent growth show how powerful engagement mechanics can be when built on flexibility and trust. Our recent expansion into new regulated markets marks an exciting new chapter, giving regional operators access to the same reliable and engaging jackpot solutions that have already proven successful worldwide. We’re proud to see the Jackpot Aggregator evolve into a solution that brings real value to both operators and their audiences.”

The flagship Prime Network Jackpot remains the key feature of the Jackpot Aggregator. The tool unites multiple operators under a shared prize pool, driving some of the industry’s most impressive payouts. One of its campaigns paid out a record-breaking €1,368,013, while a recent win in September 2025 saw a lucky player take home €758,262.71. The growing scale of the network confirms its power to increase engagement and deliver immersive gaming experiences for players worldwide.

Rosaria Freitas, Director of Product at Kirgo Casino, comments: “Congratulations to SOFTSWISS on four years of the Jackpot Aggregator. At Kirgo, we emphasise real play, real rewards, and zero distractions. This partnership enhances what our players can win without compromising that focus. By combining our local jackpots with the Prime Network, we’re offering Kirgo players exclusive community rewards and access to major shared prizes: simple, transparent, and designed for real enjoyment value.”

The SOFTSWISS Jackpot Aggregator continues to evolve as a cornerstone of player engagement strategy. This year, the solution introduced a major update – the Paid Participation Campaigns feature, which expands entertainment options for players and creates new revenue opportunities for operators. In this format, players contribute an entry fee to join jackpots, prize drops, multi-prizes, or even the Prime Network Jackpot. The feature also encourages closer collaboration with game providers, driving mutual promotion and long-term player engagement.

 

About SOFTSWISS

SOFTSWISS is an international technology company with over 15 years of experience in developing innovative solutions for the iGaming industry. SOFTSWISS provides comprehensive software for managing iGaming projects. The company’s product portfolio includes the Casino Platform, the Game Aggregator with over 35,000 casino games, Affilka Affiliate Platform, the Sportsbook Platform and the Jackpot Aggregator. The expert team, based in Malta, Poland, and Georgia, counts over 2,000 employees.

The post SOFTSWISS Jackpot Aggregator Marks Four Years of Growth and Global Expansion appeared first on European Gaming Industry News.

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