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Statement by the Board of Directors of MRG in relation to the public offer from William Hill

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Statement by the Board of Directors of MRG in relation to the public offer from William HillReading Time: 5 minutes

 

The Board of Directors of MRG unanimously recommends the shareholders of MRG to accept the public offer from William Hill of SEK 69 in cash per share.

 

This statement is made by the Board of Directors[1] of Mr Green & Co AB pursuant to Rule II.19 of the Nasdaq Stockholm Takeover Rules (the “Takeover Rules”).

 

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Background

William Hill PLC (“William Hill”), through a controlled affiliate William Hill Holdings Limited, has today announced a public offer to the shareholders of MRG to transfer all of their shares in MRG to William Hill for a consideration of SEK 69 in cash per MRG share (the “Offer”). The total value of the Offer corresponds to approximately SEK 2,819 million[2].

The Offer represents a premium of:

  • 48.5 per cent compared to the closing price of SEK 46.5 of the Company’s share on Nasdaq Stockholm on 30 October 2018, the last trading day before the announcement of the Offer;
  • 61.7 per cent compared to the volume-weighted average share price of SEK 42.7 of the Company’s share on Nasdaq Stockholm during the last 30 days prior to 30 October 2018; and
  • 63.4 per cent compared to the volume-weighted average share price of SEK 42.2 of the Company’s share on Nasdaq Stockholm during the last 90 days prior to 30 October 2018.

The acceptance period for the Offer is expected to commence around 10 December 2018 and expire around 11 January 2019, subject to any extensions.

Completion of the Offer is conditional upon, inter alia, that the Offer is accepted to such an extent that William Hill becomes the owner of shares representing more than 90 per cent of the outstanding shares in MRG, 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 William Hill’s opinion, are acceptable. William Hill has reserved the right to waive the conditions for completion of the Offer. The Offer is not conditional upon financing. For further details about the Offer, please refer to William Hill’s press release that was made public today.

The Board of Directors of MRG has, at the written request of William Hill, permitted William Hill to carry out a limited due diligence review of MRG in connection with the preparation of the Offer. Except for certain information regarding MRG’s results for the third quarter 2018, that was made public through the Company’s Q3 report on 26 October 2018, William Hill has not received any inside information regarding MRG during the due diligence process.

In total seven shareholders in MRG, including Board members Henrik Bergquist and Tommy Trollborg, representing in aggregate 40.04 percent of the shares and votes in MRG, have undertaken to accept the Offer and tender all of their shares in MRG in the Offer, subject to certain conditions. The undertakings will lapse in the event that a third party, prior to the expiry of the initial or any extended acceptance period for the Offer, makes an offer for all shares in MRG which corresponds to an offer value exceeding the price in the Offer by at least 8 percent per share, provided that William Hill does not match the competing offer within 10 business days of its announcement. The undertakings will further lapse in case the Offer has not been declared unconditional before 15 February 2019.

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SEB Corporate Finance is acting as financial adviser and Cederquist is acting as legal adviser to MRG in connection with the Offer.

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 48.5 per cent compared to the closing price of SEK 46.5 of the Company’s share on Nasdaq Stockholm on 30 October 2018, which was the last trading day before the announcement of the Offer, and a premium of 61.7 percent and 63.4 percent respectively, compared to the volume-weighted average share price for the Company’s share on Nasdaq Stockholm during the last 30 and 90 days, respectively, prior to 30 October 2018.

The Board of Directors further notes that seven shareholders in MRG, representing in aggregate 40.04 percent of the shares and votes in the Company, have entered into undertakings to accept the Offer, subject to certain conditions.

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 MRG’s shareholders from a financial point of view (subject to the assumptions and considerations set out in the fairness opinion).

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Based on the above, the Board of Directors unanimously recommends the shareholders in MRG to accept the Offer.

Under the Takeover Rules, the Board of Directors shall, based on the statements made by William Hill in the Offer press release issued earlier today, present its opinion regarding the impact that the implementation of the Offer will have on MRG, particularly in terms of employment, and its opinion regarding William Hill’s strategic plans for MRG and the effects it is anticipated that such plans will have on employment and on the places in which MRG conducts its business. In this respect, the Board of Directors notes that William Hill has stated that William Hill recognize the capabilities and skills of MRG’s dedicated management and employees and look forward to welcoming these talented individuals to the William Hill group. After the completion of the Offer and a careful review of the capabilities and needs of the new combined operations, the optimal structure for future success will be determined. There are currently, before completion of the Offer, no decisions on any material changes to MRG’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.

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.

Stockholm 31 October 2018

Mr Green & Co AB (publ)

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The Board of Directors

For further information, please contact:

Kent Sander, Chairman of the Board of Directors, through Åse Lindskog, Director Communications and IR, tel. +46 730 24 48 72, [email protected]

The information in the press release is information that MRG 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 08:15 CET on 31 October 2018.

MRG is a fast-growing, innovative iGaming Group with operations in 13 markets. MRG offers a superior experience in a Green Gaming environment. MRG was founded in 2007 and operates the iGaming sites Mr Green, Redbet, 11.lv, Winning Room, Bertil, MamaMiaBingo, BingoSjov and BingoSlottet. The Group had a turnover of SEK 1,192.0 million in 2017 and has over 300 employees. MRG has gaming licenses in Denmark, Italy, Latvia, Malta, the UK, and Sportsbook license in Ireland. MRG is listed on Nasdaq Stockholm in the Mid Cap segment under the name Mr Green & Co AB (ticker MRG).


Source: European Gaming Media

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What makes Turbo Games’ provably fair games so special?

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A partnership between game developer Turbo Games and iGaming solution provider and aggregator Slotegrator began in November 2022 via the APIgrator game integration solution. Since then, the collaboration has been developing successfully — and now it’s time to analyze what made it successful.

Turbo Games has noticed how the new technologies spreading throughout the industry can work for the good of brand transparency and player loyalty: “We can already see how blockchain technology has made it possible to make betting checks more accessible to players. All you need is a blockchain-hash and a decoder service. We think we will continue to move in this direction. Many traditional online casinos do not offer the possibility to check the bet. Sooner or later we all have to come to this. Perhaps the development of artificial intelligence will help here, because we are already seeing its involvement in all spheres of human life.”

Turbo Games specializes in provably fair games. Provable fairness is a concept where players can verify their wins or losses using blockchain technology — the outcome of the game is dictated by a smart contract and is absolutely random, barring the possibility of any human involvement. Using cryptographic hashing algorithms, the gambling site and the player’s device both generate seeds (random strings of numbers). Players receive a key that allows them to check the results; if the results are the same as the game round they witnessed, it proves that there was no foul play.

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According to statistics from Turbo Games, the audience for provably fair games is mostly between 18 and 25 years old. However, there are also players aged 35-40 who prefer traditional games but would like to try something new, and have turned their attention to provably fair games.

There are good odds that the technology of provably fair games will become more popular, if not even commonplace, because it gives players a feeling of transparency and proves that the business is trustworthy without the need to search through dozens of reviews. Whereas many innovations in iGaming simply add entertainment, provable fairness addresses security concerns and reassures players that they’re not being exploited, which is invaluable.

Provably fair games are beneficial for both players and online casinos. Vadim Potapenko, Head of Sales at Turbo Games, comments: “It often happens that the users are not satisfied with the result, because gambling is not only about big wins, but also possible losses. By allowing them to check the fairness of a bet, we make life easier for platforms and players. Of course, this allows us to communicate with partners and users that we work honestly and that’s why they should trust our games.”

Ayvar Gabidullin, Business Development Manager at Slotegrator, adds that “this type of game is now becoming more and more popular and has great potential for both players and game providers in the future. On the part of the player, the advantage is that the player can always be sure that his game is fair and he can independently check any of his bets. And for the game provider, this also simplifies the process of implementing casino games, since now it will not be necessary to obtain the appropriate certificates from independent laboratories before launching new games, they can immediately enter the market with these games and where anyone can check the result and make sure that that there is no cheating with players. Many game providers are starting to look towards this type of game. And as far as I see, many operators are starting to think about adding these games.”

What do players in 2023 need? The iGaming industry is all about reputation and trust. Players have a huge number of platforms to choose from, making them pickier and pickier. There’s an abundance of forums where players leave reviews, so if players view a brand as untrustworthy, there are plenty of places they can share their opinion. Provable fairness not only stops that from happening, it provides evidence to the contrary, giving players something else to talk about.

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Slotegrator also recommends investing time and effort into localization and creating an effective and detailed marketing strategy — before trying provably fair technology players need to get to the platform, and there is no acquisition without marketing.

 

 ABOUT SLOTEGRATOR

Since 2012, Slotegrator has been one of the iGaming industry’s leading software and business solution providers for online casino and sportsbook operators.

The company’s main focus is software development and support for online casino platforms, as well as the integration of game content and payment systems.

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The company works with licensed game developers and offers a vast portfolio of casino content: slots, live casino games, poker, virtual sports, table games, lotteries, casual games, and data feeds for betting.

Slotegrator also provides consulting services in gambling license acquisition and business incorporation.

More information: https://slotegrator.pro/

 

ABOUT TURBO GAMES

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Turbo Games — a provably fair games provider that belongs to Turbo Stars company — has an ambitious goal to establish widespread recognition throughout the iGaming world. Even though it is young, the company consists of professionals who have been working on the brand for over five years and are even planning to introduce a new brand for a wider audience soon.

Turbo Games also works in Europe, India, and South Africa, where the company sees the most potential and expects the same “hype” as in Brazil.

The portfolio of Turbo Games consists of 21 titles, including well-known games like Mines, Crash X, DoubleRoll, Hi-Lo, and Plinko. The studio releases a game every month. However, not all games are developed from scratch. Wicket Blast and Spin Strike, the last two releases, are based on cricket and the Indian Premier League. Crash X remains the most popular fast game in the Turbo Games portfolio, and the studio reports that crash games enjoy stable levels of popularity. Overall, the main focus of the brand is provably fair games.

More information: https://turbogames.io/

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Games Factory Talents has teamed up with Nordic Game to bring you Nordic Game Talents.

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Looking to take your career to the next level in the games industry? Then, Nordic Game Talents is the place to be! Games Factory Talents has teamed up with Nordic Game to bring you Nordic Game Talents.

From Oct 27-29, the online and interactive event is dedicated to recruitment and career building in the creative & games industry within the Nordic region. The event empowers participants to be part of a bigger community and motivates them to explore new paths in achieving their career goals.

Hiring creative & games studios – Supercell, Funcom, Panzerdog, Tactile Games, Gamecan, Fingersoft, Dazzle Rocks, Redhill Games to name a few from the Nordic region will be participating in the event. These studios will share information on their latest projects, work culture and what it takes to be part of their team. The individual games associations from Finland, Denmark, Sweden, Norway and Estonia will share insights through live sessions on the booming games industry in their respective countries. Career development topics pertinent to job seekers like – How to have a successful first interview, Creative Portfolio reviews will also be discussed.

Experienced game industry professionals and individuals beginning their careers from around the world are welcome to join the event. One-to-one interviews with the hiring studios can be scheduled through the event platform. A great opportunity to get to know the studios and network with game professionals from around the world.

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Participating in the event

As a job seeker attending Nordic Game Talents, take a few minutes to fill out a simple registration form. After filling the registration form you will receive a link to the online event platform – PINE, to join the event on 27th October. Participants joining Nordic Game Talents will also receive a free-of-charge pass to the Nordic Game Conference.

To view the complete agenda, please click here and to learn more about the event please visit Games Job Fair

About Games Factory Talents

A Helsinki-based talent attraction agency dedicated to the games & creative industry. Our services include direct recruitment, organizing game job fairs and managing a community of game industry professionals through our GameDev Talent Board.

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To learn more about Games Factory Talents visit – Games Factory Talents

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810 THE SPREAD

Cumulus Media Launches 810 THE SPREAD, the Bay Area’s First Sports Station Focused on Sports Betting

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Cumulus Media (NASDAQ: CMLS) announces that it has launched the Bay Area’s first Sports radio station focused on sports betting, 810 THE SPREAD. The new station brings sports and sports betting news, information, and insights to the burgeoning and underserved sports betting audience in San Francisco. 810 THE SPREAD will deliver behind-the-book perspectives from experts in a highly entertaining and engaging format. 810 THE SPREAD goes live today on the legendary 810am frequency that has been the 80-year home of historic Talk Radio KGO-AM. Cumulus San Francisco also launched the station’s new website at www.810thespread.com. Kevin Graham, Program Director of Cumulus’ sister sports stations KNBR 680AM/104.5FM and 1050 KTCT, adds Program Director duties for 810 THE SPREAD.

Larry Blumhagen, Vice President/Market Manager, Cumulus San Francisco, said: “810 THE SPREAD joins our sports brands KNBR 680AM/104.5FM and 1050 KTCT for a trifecta of dynamic sports content across four signals and streaming everywhere. We are excited about this new chapter and look forward to serving the Bay Area’s passionate sports fans in an incomparable way.”

Blumhagen added: “This is a bittersweet day for us, as it’s hard to say goodbye to the legendary KGO, which has been a part of listeners’ lives for so many years. We want to thank all the people who have been a part of KGO’s historic run these many years – and the listeners who loyally tuned in to the station. Times change, and we must change with them.”

Kevin Graham, Program Director, 810 THE SPREAD, said: “810 THE SPREAD will be the Bay Area’s best bet for sports fans and sports betting enthusiasts, and we are pleased to introduce sports-betting radio to our community. The station will feature a lineup of expert personalities that deliver unique sports talk and sports betting insights that entertain, inform, and engage, along with Cal Football and Basketball as well as select professional and college sports play-by-play events. While 810 THE SPREAD will feature specific gambling information, we believe our entertaining presentation will make it a favorite for all Bay area sports fans and a perfect complement to the legendary KNBR and KTCT. With its addition, it truly shows Cumulus’ commitment to the Bay area as ‘The Sports Leader’!”

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The weekday programming lineup for 810 THE SPREAD includes:

6am-9am – Bet QL Daily – The must-consume show for sports fans and betting fans alike. Hosted by Joe Ostrowski, Joe Giglio, and Erin Hawksworth.

9am-12pm – Jim Rome - Aggressive, informed sports opinions, rapid-fire dialogue, and plenty of sports smack. As one of the most prolific sports talk hosts in America, Rome draws massive tune-in with legions of fans known as clones, who live for Rome’s take on the day’s largest issues in sports.

12pm-4pm – You Better You Bet – Nick Kostos and Ken Barkley have you covered for the best bets on the biggest matchups, the latest line movement and updates in the futures market. We’ll have up-to-the-minute coverage of backdoor covers and bad beats, and the cheers and tears that come with them. It’s sports betting conversation like you’ve never heard before.

4pm-8pm – Bet MGM Tonight – Live sports betting updates for all the night’s games as they happen – plus live “look-ins” for Major League Baseball games in progress. Get the latest scores, sides, totals, props, parlays, futures, and much more with hosts Quinton Mayo, Trysta Krick, and Ryan Horvat.

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8pm-12 Midnight – CBS Sports Radio

BetQL Network programming is provided by Cumulus Media’s Westwood One through a partnership with Audacy.

For more information or to stream 810 THE SPREAD, visit: http://www.810thespread.com.

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