Canada
Penn National Gaming to Acquire Score Media and Gaming, Creating North America’s Leading Digital Sports Content, Gaming and Technology Company
Transaction fortifies Penn National’s bespoke digital media and gaming strategy, creating a complete one-stop destination
Addition of theScore’s fully integrated betting and media platform into existing ecosystem will lead to best-in-class engagement and retention
Brings theScore’s cutting-edge technology in-house, providing Penn with full ownership of product roadmap
Establishes strong commitment to Canada; Levy Family will continue to oversee theScore, including workforce expansion and Ontario operations
Provides adjusted EBITDA accretion by Year 2, an incremental $200mm+ medium term adjusted EBITDA, and $500mm+ of incremental long term adjusted EBITDA upside
Penn National Gaming, Inc. and Score Media and Gaming, Inc. (TSX: SCR; Nasdaq: SCR) (“theScore”) announced today that they have entered into a definitive agreement whereby Penn National will acquire theScore, a leading digital media and sports betting and technology company, for approximately US$2.0 billion in cash and stock.
Under the terms of the agreement, theScore shareholders will receive US$17.00 in cash and 0.2398 shares of Penn National common stock for each theScore share, which implies a total purchase consideration of US$34.00 per theScore share based on Penn National’s 5-day volume weighted average trading price as of July 30, 2021. The transaction has been unanimously approved by the boards of directors of both companies and is currently expected to close in the first quarter of 2022. Upon completion of the transaction, current Penn National and theScore shareholders will hold approximately 93% and 7% respectively, of the Company’s outstanding shares. Penn National expects to fund the approximately US$1 billion cash portion of the consideration using existing cash on its balance sheet.
Jay Snowden, President and Chief Executive Officer of Penn National, commented, “We are thrilled to be acquiring theScore, which is the number one sports app in Canada and the third most popular sports app in all of North America. theScore’s unique media platform and modern, state-of-the art technology is a powerful complement to the reach of Barstool Sports and its popular personalities and content.”
Mr. Snowden continued, “We are now uniquely positioned to seamlessly serve our customers with the most powerful ecosystem of sports, gaming and media in North America, ultimately creating a community that doesn’t currently exist. Users will enjoy a unique mobile sports betting and iCasino platform with highly customized bets and enhanced in-gaming wagering opportunities, along with highly engaging, personalized sports and entertainment content, and real time scores and stats. We believe this powerful new flywheel will result in best-in-class engagement and retention.
“Importantly, the transaction provides us with a path to full control of our own tech stack. theScore has developed a state-of-the-art player account management system and is finalizing the development of an in-house managed risk and trading service platform. This should lead to significant savings in third party platform costs and allow us to broaden our product offerings – providing the missing piece for operating at what we expect to be industry leading margins. In addition to the synergies, we’ll be gaining access to theScore’s deep pool of product and engineering talent and data-driven user analytics which will help drive our customer acquisition, engagement, retention strategies and cash flows,” said Mr. Snowden.
“Operators that have achieved early online market share have done so primarily through first mover advantage, leveraging existing customer databases and significant marketing spend. We believe the long-term winners will be defined by best-in-class products, bespoke content, efficient customer acquisition, multi-platform reach and broad market access,” concluded Mr. Snowden.
John Levy, Chairman and Chief Executive Officer of theScore, commented, “This deal brings together two companies that share a vision for how media and gaming intersect, and we could not be more excited to join the Penn National family. I’m proud of theScore team and all of our accomplishments, and believe the time is right to take the next step and align with a company in Penn National with the resources and scale to accelerate our business. We are excited to join forces with Penn to form the most powerful media and gaming company in North America.
“We’ve built an innovative, technology-led integrated media and gaming business that has us poised for success across North America, including the highly anticipated upcoming rollout of commercial sports betting in Canada,” continued Mr. Levy. “With Penn’s support, we will continue to invest in building our Canadian operations, growing our footprint and expanding our workforce. On a personal note, Benjie and I are very much looking forward to continuing to head up theScore as part of the new combined company.
“We have been strategic partners with Penn National since 2019 and have come to realize that they have the same strong culture and appreciation for how to grow a business. Jay and his team have done a tremendous job building an exceptional retail business and online gaming platform in partnership with Barstool Sports and we are confident that by combining our leading sports media brand and proprietary technology, we will solidify Penn National as a market leader,” concluded Mr. Levy.
Jon Kaplowitz, Head of Penn Interactive, commented, “This is a significant milestone for Penn Interactive and Penn National. With the acquisition of theScore, we will have greater ability to innovate and offer a best-in-class product to our customers. Personally, I am excited to join forces with John, Benjie, and the rest of theScore team who have proven to be great partners and amazing thought leaders in our industry.”
Benjie Levy, President and Chief Operating Officer of theScore, commented, “The combination of theScore and Penn National creates a first-of-its-kind vertically integrated media and omni-channel gaming business, which brings together world-class technology, highly engaging sports content and unparalleled reach. With our accomplished team in place, this deal bolsters our ability to grow our already strong North American presence from our base in Canada and primes us even further to capitalize on the huge upcoming betting opportunity in our home country. Over time, we’ve built our loyal user base and relationship with fans by authentically delivering deeply personalized products. That is an approach that seamlessly fits with Penn’s current strategy and digital offerings and will provide for material long-term benefits as we collaborate to even more deeply integrate across our platforms.
“The transaction will provide theScore with immediate scale and resources, the benefits of which will enable employees to better execute on the combined companies’ business plan and deliver enhanced integrated product offerings to our customers,” continued Mr. Levy. “The transaction also provides theScore shareholders immediate liquidity at a substantial premium and an opportunity to participate in any future upside of the combined company.”
Compelling Strategic and Financial Benefits:
Penn National anticipates that the acquisition of theScore will provide adjusted EBITDA accretion by Year 2, an incremental $200mm+ medium term adjusted EBITDA, and $500mm+ of incremental long term adjusted EBITDA upside.
Bringing Technology In-House:
The acquisition of theScore will allow Penn National to better manage all critical aspects of its technology stack, leading to greater control over its product development roadmap, reduced costs, and an enhanced customer experience. It will also allow Penn National to drive margin expansion by eliminating fees and expenses currently being paid to third party technology and service providers.
Strong Commitment to Canada:
Penn National believes the Canadian gaming market represents a compelling opportunity for growth. Penn National intends to operate theScore as a stand-alone business, headquartered in an expanded Toronto office, that will continue to be led by the Levy family with the same operating philosophy that has driven the company’s success to date. The business will continue to utilize ‘theScore’ app and brand that consumers have come to trust.
Penn National was attracted to theScore, in part, for its ready access to a deep pool of Canadian engineering and technology expertise. Penn National expects to leverage Canada’s world class technology talent pool to expand theScore’s engineering and production workforce based in Ontario as the business scales.
Volumetric Cost Savings:
The transaction will create a further scaled North American sports, online gaming and media business. This broader reach will provide volumetric savings for content fees, payment expenses, and other services, including the elimination of public company costs.
Enhanced Customer Acquisition and Retention:
theScore is the third largest sports app in North America and number one in Canada, with highly engaged users spending 113 minutes per month in-app*. Early results show the power of theScore’s integrated media and betting ecosystem to better engage and retain users; theScore Bet users with theScore media app compared to theScore Bet users who do not have theScore media app produce 88% higher handle/user, place 3x the number of bets/user, and generate a 91% increase in day 30 retention**. This increased cross-promotion ecosystem between theScore and Barstool is expected to lead to higher revenue.
Expansion Into New Verticals:
This acquisition underscores Penn National’s focused, disciplined investment strategy which positions us at the epicenter of sports, media, gaming and technology and provides us with multiple channels for future growth. In addition, this transaction accelerates Penn National’s strategy to enter into other adjacencies that leverage the Barstool and theScore brands and consumer appeal, such as the highly coveted esports media vertical.
Financing:
Penn National will fund the acquisition through a mix of cash on hand and common stock. We expect the transaction, at the time of close, to be leverage neutral to our lease-adjusted net leverage of 4.0x as of June 30, 2021.
theScore Shareholder Support
Penn National has entered into voting support agreement with the directors of theScore, John Levy and Benjamin Levy, and Relay Ventures, a significant shareholder of theScore, under which they have agreed, subject to certain termination rights, to vote all of the theScore shares held by them in favor of the transaction, which represents in total approximately 30 percent of the existing voting shares of theScore.
Advisors
Goldman, Sachs & Co. LLC and Code Advisors LLC are acting as financial advisors and Wachtell, Lipton, Rosen & Katz and Blake, Cassels & Graydon LLP are acting as legal advisors to Penn National in connection with the transaction. Morgan Stanley & Co. LLC and Canaccord Genuity Group are acting as financial advisors and Paul, Weiss, Rifkind, Wharton & Garrison LLP and McCarthy Tétrault LLP are acting as legal advisors to theScore in connection with the transaction. Greenhill & Co. Canada, Ltd. is acting as independent financial advisor to theScore’s board of directors.
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Bally Bet Sportsbook & Casino app
Bally’s Interactive Launches the New Bally Bet Sportsbook & Casino App in Ontario
Bally’s Interactive, the digital and sports betting division of Bally’s Corporation, has launched the all-new Bally Bet Sportsbook & Casino app in Ontario, Canada. This latest release marks another significant milestone for the company, following the recent app update in New Jersey and a series of successful app launches in the past year, including the introduction of Bally Bet Sportsbook across multiple states and Bally Casino in Rhode Island.
The updated Bally Bet Sportsbook & Casino app represents a major step forward, as it combines the functionalities of the existing Bally Casino app and Bally Bet Sportsbook app into one comprehensive platform. Powered by White Hat Gaming, this new app allows players residing in or traveling to Ontario to conveniently place wagers on both sports and casino games using a single app, account, and universal wallet.
“We are thrilled to introduce the new Bally Bet Sportsbook & Casino app, marking a significant milestone for Bally’s. This integrated platform merges the features of our previous apps, providing players in Ontario with a seamless experience for both sports and casino betting. Our commitment to enhancing the player experience remains at the forefront as we strive to personalize the enjoyment of playing Bally Bet,” said Robeson Reeves, CEO of Bally’s Corporation.
BCLC
Be #GiftSmart: Scratch the Idea of Gifting Scratch & Win Tickets to Kids
BCLC reminds adults to gift responsibly this holiday season
With the holiday season in full swing, BCLC is reminding British Columbians to gift responsibly and scratch lottery products from their shopping lists for kids.
“Scratch & Win tickets can make great stocking stuffers for the adults in your life, but they’re not for kids,” said Ryan McCarthy, BCLC’s Director of Player Health. “The research shows that children who have early encounters with gambling are four times more likely to develop riskier gambling behaviour as they grow up. While people are out shopping for those last-minute gifts, BCLC wants adults to be aware of the potential risks associated with gifting lottery products to children and to consider safer alternatives.”
While Scratch & Win tickets are among the most common ways kids can be introduced to gambling, children are increasingly exposed to various online forms, such as gambling streams.
“With the convergence of gaming and gambling, youth are becoming more exposed to gambling content in online spaces like streaming sites, where creators are able to live-stream their own gambling, usually while playing online slots and instant games,” said Dr. Luke Clark, Director for Gambling Research at UBC. “Our research at the UBC Centre for Gambling shows that a higher frequency of watching online gambling streams is associated with a more positive attitude towards gambling and a high intention to gamble in the future.”
In B.C., it is illegal to sell lottery products to anyone under the age of 19 and BCLC encourages adults to have conversations with the kids in their lives about the risks associated with gambling.
“Open and honest conversations are crucial when it comes to navigating childhood exposure to gambling,” said McCarthy, who shared the following tips to adults:
- Monitor for gambling-related lifestyle changes. For example, developing a positive attitude towards gambling or a preoccupation with video games or streaming sites.
- Be a positive role model. Exhibit safer gambling behaviour and talk about the risks.
- Limit exposure. Monitor kids’ online activities and discourage engagement with gambling content. Explain how gambling is based on chance.
AGCO
Jackpot Digital Receives Approval from AGCO as a Registered Gaming Supplier
Jackpot Digital Inc., a leading provider of innovative dealerless electronic poker gaming solutions, has announced that the Alcohol and Gaming Commission of Ontario (AGCO) has approved the Company to be licensed as a registered Gaming Related-Supplier (the “Supplier License”) under the Gaming Control Act in the Province of Ontario.
This significant achievement allows Jackpot Digital to enter one of the most dynamic and rapidly growing regulated gaming markets in North America. The Supplier License authorizes Jackpot Digital to supply its electronic table games to Ontario’s gaming venues, including casinos and other regulated gaming facilities.
Jackpot Digital’s flagship product, the Jackpot Blitz electronic table game system, offers a modern, dealerless, player-friendly solution that integrates traditional multiplayer poker games with cutting-edge digital technology. The Supplier License will enable the Company to offer its innovative gaming solutions to operators throughout Ontario, driving new revenue opportunities and enhancing player experiences.
“Receiving AGCO’s approval is a major milestone. This approval provides us with the opportunity to offer our top-tier electronic gaming systems to operators throughout all of Ontario, positioning us for further growth in one of the world’s most robust gaming markets. We are excited to bring our innovative products to Ontario’s gaming community and continue our commitment to providing exciting, technology-driven entertainment experiences,” said Jake Kalpakian, CEO of Jackpot Digital.
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