NeoGames S.A., a technology-driven provider of end-to-end iLottery and iGaming solutions globally, has announced that it has entered into a definitive Business Combination Agreement (the “Agreement”) to be acquired by Aristocrat Leisure Limited, an entertainment and content creation company delivering world-leading mobile and casino games, for $29.50 per share in an all-cash transaction (the “Transaction”), representing an enterprise value of approximately $1.2 billion for NeoGames.

The transaction price represents a premium of approximately 104% over the volume weighted average price of NeoGames’ shares for the 3 months ending on May 12, 2023, the last trading day prior to the announcement of the Agreement.

“The NeoGames team has built a great company with a strong platform and differentiated assets and we are pleased that Aristocrat recognizes the value we’ve created as a leader across iLottery, iGaming and online sports betting,” said John E. Taylor, Jr., Chairman of the Board of Directors of NeoGames. “After careful consideration, the Board determined that Aristocrat’s proposal provides shareholders with compelling value, further validating the strength of the business that NeoGames has built. We are pleased to have reached this agreement, which we believe benefits all of NeoGames’ shareholders as well as our various stakeholders.”

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Moti Malul, Chief Executive Officer of NeoGames commented, “I am tremendously proud of our entire team at NeoGames, as together we have established our leadership position, driving our success across iLottery, iGaming, and online sports betting. We are delighted that the team at Aristocrat recognizes the significance of what we have built, and the strategic opportunity to combine our complementary businesses. We firmly believe that this Transaction represents a great outcome for all of NeoGames’ shareholders, customers and employees.”

Under the terms of the Agreement, NeoGames has agreed to transfer its statutory seat, registered office and seat of central administration from Luxembourg to the Cayman Islands and, as promptly as practicable thereafter, a wholly owned subsidiary of Aristocrat will merge with and into NeoGames, with NeoGames being the surviving company and a wholly owned subsidiary of Aristocrat.

The Board of Directors of NeoGames unanimously approved the Agreement and has recommended the Transaction. Following the consummation of the merger, all outstanding ordinary shares of NeoGames will be cancelled and converted into the right to receive $29.50 per share in cash and NeoGames will become a privately-held company and no longer be listed on any public market.

Completion of the Transaction is expected to occur within 12 months, and is contingent upon customary closing conditions, including receipt of regulatory approvals and the approval of NeoGames’ shareholders. NeoGames shareholders who hold a total of approximately 20,382,242 shares, representing approximately 61% of NeoGames’ outstanding shares, have executed a support agreement with Aristocrat pursuant to which they have irrevocably agreed to vote in favor of the Transaction.

Stifel is acting as NeoGames’ financial advisor and Latham & Watkins LLP and Herzog Fox & Neeman are acting as legal counsel to NeoGames.

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