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FDJ launches a recommended all-cash tender offer for Kindred to create a European gaming champion

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  • In order to implement its ambition to become an international gaming operator, FDJ is announcing the filing of a tender offer to acquire the entire share capital of Kindred
    • Kindred is one of Europe’s leading online betting and gaming companies, operating the Unibet brand
  • The offer is being made at a price of SEK 130 per share in Kindred, which is listed on Nasdaq Stockholm
    • This price represents a premium of 24% over the closing price on 19 January 2024 and 35% over the weighted average price for the last 30 trading days, and corresponds to an enterprise value of €2.6 billion
  • This acquisition will create a European gaming champion with an enhanced financial profile
    • Second-largest operator in Europe’s gaming sector
    • Stronger revenue and earnings growth
  • FDJ and Kindred share high standards for responsible gaming and a business model that combines performance and responsibility
    • The combined Group will only operate on markets that are locally regulated or on the path of becoming regulated
  • This transaction will create value for FDJ shareholders. In particular, it is expected to lead to a more than 10% accretion in dividend per share, starting from the 2025 financial year to be paid in 2026
  • This offer is unanimously recommended by Kindred’s Board of Directors
    • Five key shareholders, holding a combined 27.9%[1] of the capital, have irrevocably undertaken to support the transaction and tender their shares
    • The transaction will take the form of an all-cash tender offer, which will be launched on 19 February 2024 for a maximum period of nine months. The completion of the tender offer remains subject to regulatory authorisations and to FDJ’s acquisition of at least 90% of Kindred’s capital

 

Stéphane Pallez, Chairwoman and CEO of FDJ Group, said: “I am pleased to announce today the proposed acquisition of Kindred. Fully aligned with our strategy, it will give the Group a diversified and balanced profile, based on several pillars: the monopoly activities, mainly the lottery, on our French historical market and, since November, in Ireland, with the acquisition of the Irish lottery operator PLI; and online sports betting and gaming activities open to competition in Europe. In this market, Kindred is one of the leading operators, combining strong brands, best-in-class technology platforms, an attractive growth profile and a committed approach to responsible gaming. Given their respective histories, strategic strengths and core values, FDJ and Kindred are highly complementary, and I will be delighted to welcome Kindred’s management team and many talented individuals into the combined Group following this transaction. The combination will result in a stronger strategic positioning and significant value creation for the benefit of our shareholders and broader stakeholders.”

Nils Andén, CEO of Kindred, said: “I’m delighted with today’s transaction announcement between FDJ and Kindred, creating a leading European gaming operator with the financial and strategic capabilities to further expand its global footprint. I believe that combining with FDJ, Kindred can accelerate the delivery of long-term strategic projects, continue to grow in core markets, and provide a trusted source of entertainment to customers. It will also speed up our path towards 100% locally regulated revenue. I’m excited to bring Kindred’s extensive experience and know-how into FDJ’s organisation, contributing to the development of a leading online gaming business. I’m also very proud that FDJ acknowledges and values the skilled employees and strong assets within Kindred.”

 

In order to implement its ambition to become an international gaming operator, FDJ is announcing the filing of an all-cash tender offer to acquire the entire share capital of Kindred, a company listed on Nasdaq Stockholm. This offer is unanimously recommended by Kindred’s Board of Directors.

 

Kindred, a leading operator in the European online betting and gaming sector

Kindred is one of Europe’s leading online betting and gaming operators:

  • Kindred provides a diversified online offering (sports and horse-race betting, poker and casinos), including brands such as Unibet and 32Red.
  • With revenue (after betting duties) of £893 million in 2023, Kindred is one of the top five operators in Western Europe, present in seven of the top ten European markets, including the Netherlands, the United Kingdom, France, Sweden and Belgium.
  • Kindred has been an online betting and gaming operator for over 25 years and has extensive digital expertise and proven technology platforms.

 

The combination between FDJ and Kindred will create a diversified European champion

This transaction will create a highly digitalised European champion that is diversified both in terms of its offering and its geographic footprint:

  • The FDJ Group’s international presence will expand to account for approximately 20% of its gross gaming revenue (GGR)[2], compared to 6% currently.
  • Online share of GGR will rise from 14% for FDJ to 29% for the combined Group.
    • Kindred’s cutting-edge digital expertise and technology platforms will accelerate FDJ’s digitalisation for online markets.
  • The combined Group will offer a wide gaming range on markets open to competition (online sports and horse-race betting, online poker and online casinos).
      • Online betting and gaming markets open to competition will account for 19% of the new Group’s GGR, versus 2% at present.
        • In France, thanks to the acquisition of Unibet, the FDJ group will become the third largest operator in the online sports betting and gaming open to competition sector.

 

FDJ and Kindred share high standards of responsible gaming and a business model that combines performance and responsibility. The combined Group will only operate on locally regulated – or on the path of becoming regulated – markets

FDJ and Kindred deploy the best practices in responsible gaming and sustainable development in their respective activities. This will enable the new Group to pursue a growth model that combines performance and responsibility.

The combined Group will only operate on markets that are locally regulated or on the path of becoming regulated and plans in particular to exit the Norwegian market.

 

FDJ’s acquisition of Kindred strengthens the FDJ Group’s financial profile

In 2023, Kindred generated revenue (after betting duties) of £893 million and recorded EBITDA of £205 million, with an EBITDA margin on revenue of 23%. Kindred is targeting EBITDA for 2024 to exceed £250 million.

The combination of Kindred and FDJ will create a Group that is significantly more attractive financially, including:

  • Accelerated growth in revenues and in free cash flow; accretion in recurring EBITDA margin – beyond FDJ’s standalone target of at least 25% by 2025;
  • A significant increase in the Group’s earnings per share and earnings growth.

FDJ will finance this acquisition using a large part of its available cash and through a bridge loan with leading French banks.

The FDJ Group:

  • Reiterates aiming a mid-term net debt to recurring EBITDA ratio of ≤2x;
  • Will aim to refinance the bridge loan on attractive market terms and will target an investment grade rating.

 

FDJ’s acquisition of Kindred will create value for FDJ shareholders

  • The combined Group will benefit from scale, iconic brands and proven technology platforms.
  • The consolidation of Kindred into the FDJ Group will create tangible value for the Group’s shareholders with a more than 10% accretion in dividend per share starting from the 2025 financial year to be paid in 2026, based on a distribution rate of 75% of the Group’s combined adjusted net income, post completion of the transaction.

 

An offer unanimously supported by both Boards of Directors

The tender offer has been supported by both Groups’ Boards of Directors. Kindred’s Board of Directors recommends that Kindred’s shareholders tender their shares to FDJ’s tender offer.

  • FDJ has obtained an irrevocable agreement from five Kindred shareholders, representing 27.9% of the capital, to tender their shares.
  • The offer price is SEK 130 per share, representing an enterprise value of €2.6 billion based on Kindred’s financial position at the end of 2023.
  • The proposed price represents a premium of 24% over the closing price on 19 January 2024, of 35% over the weighted average price over the last 30 trading days and of 36% over the last 90 trading days.

The tender offer will be launched on 19 February 2024 for a maximum period of nine months, subject to: the usual conditions precedent for a tender offer on the Swedish market; obtaining regulatory approvals, in particular from the Swedish Financial Markets Authority and the French Competition Authority; the amendment of Kindred’s articles of association to allow the implementation of a squeeze-out procedure in the event of FDJ acquiring at least 90% of Kindred’s share capital; and the acquisition by FDJ of at least 90% of Kindred’s share capital.

EU Taxes

Malta Prepares For EU Budget Battle To Stave Off Gambling Levy

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Malta’s Prime Minister has said his nation will veto any attempts by the EU to introduce a bloc-wide online gambling levy, threatening to place the industry at the centre of febrile European politics.

Robert Abela has told Malta’s parliament that he would use his nation’s member state veto to block the passage of the next EU budget, if a proposed gambling levy is included.

The budget, formally known as the Multiannual Financial Framework (MFF), lays out how the EU will spend its €2trn budget from 2028 to 2034.

The prospect of adding a continent-wide tax to the budget remains only a proposal, but the idea has heavyweight backing.

Vice-president of the European Parliament Victor Negrescu is spearheading these efforts, arguing that a fast-growing digital industry that generates billions in revenue should be subject to EU-level taxation.

Negrescu says that the levy could generate between €2-4bn every year.

“This industry fully benefits from the EU’s single market, digital infrastructure and crossborder access, but operates under fragmented rules, unequal taxation and insufficient enforcement,” he said.

The online gambling sector might well quibble with the specifics of these claims.

The idea that it “fully benefits” from the EU single market may have been unassailably true in the point-of-supply era, but the subsequent fragmentation of national rules that Negrescu refers to has significantly complicated that picture.

Nevertheless, backing for the levy from a senior European politician has naturally spooked the industry and its primary champion within the EU, Malta.

The levy would be so damaging to Malta’s economic interests that it is willing to use its most powerful EU instrument by executing a veto in the European Council in order to block the budget from being approved.

That would likely plunge the island nation into the centre of a political firestorm, but recent history suggests that smaller EU nations and their allies can successfully disrupt budget negotiations.

During discussions over the 2020 EU budget, Poland and Hungary successfully secured concessions after they both threatened to veto the MFF over rule-of-law requirements.

Malta will also hope to rely on support from the Friends of Cohesion, an informal alliance of 16 nations concerned with regional development, of which it is a part.

Negrescu’s pledge to pair his levy with a “clear EU directive against illegal and unlicensed platforms” is unlikely to satisfy the online gambling industry, despite growing complaints of a rampant black market from a number of quarters.

Malta strikes again

In simple terms, Malta is seeking to protect an industry which accounts for 10 percent of its gross domestic product.

The nation has shown a clear willingness to ignore the EU’s wishes in order to shield the many gaming firms that host their headquarters within its borders.

Most notably, the creation of Bill 55 has successfully protected local companies from having to repay hundreds of millions of euros in player refund settlements.

Ongoing cases before the Court of Justice of the European Union suggest that Europe’s top judges will soon rule against Bill 55, which is now Article 56A of Malta’s gambling act.

The European Commission also launched infringement proceedings against Malta over the provision

Tax troubles.

There are so far no specifics on how the levy would be calculated or what value it would be set at, but beyond Malta an additional levy would also be extremely challenging for operators in European markets already struggling with high tax burdens.

This includes the Netherlands, where a government report released this week has shown that staggered increases to taxes of 37.8 percent of gross gambling revenue (GGR) have failed to deliver any benefit to the country’s budget.

Even a relatively slight increase to this tax rate could send more operators scurrying out the market and see channelisation dive further than its current rate of 55 percent.

Nations like France, where online betting is taxed at 59.3 percent of GGR, or Portugal, with its 8 percent turnover tax on online sports betting, would also feel an impact.

Negotiations over the contents of the EU budget are set to continue for several months, with the approval process expected to be completed in late 2026 or early 2027.

Leaders in the Council of Europe have agreed to come to a preliminary deal on the MFF by October, according to a coordinated statement issued earlier this month.

Malta’s devout opposition to a possible gambling levy is just one of a range of issues under discussion, including a stark divide between nations such as Germany, which favour spending cuts, and the Friends of Cohesion, who want additional cash for agriculture and regional funding.

The post Malta Prepares For EU Budget Battle To Stave Off Gambling Levy appeared first on EE Gaming | Global iGaming & Tech Intelligence Hub.

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G2 drops limited-edition One Piece streetwear capsule on June 25

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The esports organisation’s second anime apparel collaboration will be sold exclusively via g2esports.com/shop.

G2 is launching a limited-edition G2 | One Piece capsule collection on June 25, with the drop available exclusively through the organisation’s online store at g2esports.com/shop.

The collection is inspired by One Piece’s Gear 5 Monkey D. Luffy and includes hoodies, zip-ups, t-shirts, caps, sleeves, and tote bags. According to G2, the items use a black-and-white palette and feature a minimalist embroidered logo alongside a custom G2 | One Piece Jolly Roger that combines the G2 samurai emblem with Luffy’s straw hat.

“At G2, we’re continuing to push the culture and fashion of esports beyond competition alone, and this One Piece collection is a natural extension of that,” says Sabrina Ratih, COO of G2 Esports. “We wanted to create a capsule that continues to elevate the esports fashion space – understated, premium, and stylish enough for everyday wear, while still carrying the spirit of adventure, ambition, and individuality that defines One Piece and G2 alike. Every piece is designed to bridge the gap between fandom and everyday style, and continuing our mission to redefine what esports fashion can be.”

G2 described the drop as its second anime collaboration, following a previous apparel collaboration with Solo Leveling. The company positioned the release as part of its broader effort to connect esports, anime, and streetwear.

One Piece debuted in 1999 and remains one of the largest anime franchises globally. G2 cited over 600 million manga copies sold and more than 1,160 episodes for the series.

The post G2 drops limited-edition One Piece streetwear capsule on June 25 appeared first on EE Gaming | Global iGaming & Tech Intelligence Hub.

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Ygam joins four UKRI-funded gambling harms research partnerships

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Projects sit within UKRI’s Research Programme on Gambling and the GHR-UK Evidence Centre, backed by the statutory levy.

Ygam has been named as a partner on four projects funded through the UKRI Research Programme on Gambling, supported by the statutory levy. The charity will work with academic teams including the University of Birmingham, Bournemouth University, the University of Plymouth, Lancaster University, and Liverpool John Moores University.

The four projects sit within the Gambling Harms Research UK (GHR-UK) Evidence Centre, which coordinates 19 one-year Innovation Partnerships under the programme. UKRI has been appointed by the UK Government to oversee research commissioned through the new statutory Gambling Levy. Under the levy, 20% of annual funding will be allocated to research, equating to £22.1 million in 2025/26.

Emily Tofield, Chief Executive of Ygam, said: “We are pleased to be working in partnership with leading university partners, contributing our expertise in a key strategic area of our work. A defining strength of our approach is that it is grounded in robust insight and research, underpinning everything we do. This enables us to understand how and why harms emerge and translate that into practical, preventative education that is credible and scalable. We look forward to achieving these outcomes together and informing effective measures to prevent harms among children and young people.”

Ygam said its advisory panels — including young people, individuals with lived experience, community and faith leaders, gaming and esports representatives, and student ambassadors — will help shape the research to reflect “real-world experience and diverse community perspectives.”

The four partnerships are: INTEGRATE (University of Birmingham, Ygam, Al-Hurraya and Community Connexions), focused on intersectional gambling harm and interventions for children, young people and emerging adults; “From Evidence to Action: Safeguarding Neurodivergent Young People in Gamified Digital Environments” (Bournemouth University, Ygam, Work’n’Diversity CIC), focused on gambling-like risks in gamified digital environments; GRASP (University of Plymouth-led partnership including NatCen, NHS and third-sector organisations, and Ygam), mapping support pathways and gaps in prevention and recovery; and GRACE-Net (Lancaster University and Liverpool John Moores University with local authorities, NHS partners, third-sector organisations and Ygam), testing collaborative approaches in the North West of England and sharing learning more widely.

The post Ygam joins four UKRI-funded gambling harms research partnerships appeared first on EE Gaming | Global iGaming & Tech Intelligence Hub.

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