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Statement by the Board of Directors of LeoVegas in relation to the public offer from MGM
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).
Saroca Reimagines Leadership Development for the Gaming Industry
Saroca, a leader in professional development for the gaming industry, is proud to announce its Transformational Leadership Program, launching February 2025. Building on the success of the 2024 LeadHERship Program—a pioneering initiative for women in gaming—the new program expands its reach with two distinct cohorts: one exclusively for women and another open to all genders.
The Legacy of LeadHERship
The 2024 LeadHERship Program achieved an exceptional Net Promoter Score (NPS) of 90, with participants citing transformative growth. With participants like Clemence Dujardin citing it as a “game-changer”. Confidence in leadership abilities rose by 46%, resilience increased by 27%, and imposter syndrome diminished by 39%.
Participants praised the program’s focus on emotional resilience, feedback mastery, executive presence and communication all in a supportive community.
Leadership Development: A Game-Changer for Gaming
In a rapidly evolving and diversifying industry, strong leadership is essential. Saroca’s programs go beyond skill-building to foster resilience, trust, and inclusivity—key traits for thriving in the global gaming market.
“We believe leadership is not about hierarchy—it’s about transformation,” said Emily Leeb, CEO of Saroca. “The Transformational Leadership Program reflects our commitment to cultivating leaders who will shape the future of gaming.”
Transformational Leadership Program Highlights
The program builds on the proven curriculum of its predecessor, featuring:
- Two Cohorts: A women-only cohort and a new all-gender cohort to enrich perspectives.
- Eight Modules: Covering topics such as emotional intelligence, self-advocacy, and radical candor.
- Community and Growth Tracking: Strengthening connections and measuring individual progress.
Registration Now Open
The Transformational Leadership Program begins in February 2025, with limited spots available. Scholarships are also offered to ensure accessibility. For more information, visit Saroca’s website or contact [email protected].
About Saroca
Saroca is a leader in leadership development for the gaming industry, committed to empowering professionals through inclusive, high-impact programs that drive personal and professional growth.
The post Saroca Unveils the Transformational Leadership Program for 2025 appeared first on European Gaming Industry News.
Here are this weeks latest slots releases compiled by European Gaming
Introducing Magawa vs Mines, the debut game from Slammer Studios – a fresh new player in the industry. With the launch of this vibrant 7×7 slot, the studio is kicking things off in style. Inspired by the legendary Magawa, a rat whose life-saving landmine detection skills have earned worldwide acclaim, this game pays tribute to this incredible hero. With Magawa vs Mines, players get to honour the courage of an extraordinary rat, reliving his daring missions through high-energy gameplay.
Spinomenal has added Zeus Unchained Hold & Hit to its marvellous Mythology series. Zeus Unchained Hold & Hit presents a grid framework of 5×3 and is set at 25 fixed lines. Once the action is underway, players join Zeus, the ancient Greek god of sky and thunder for a battle on the reels. A powerful soundtrack heightens the anticipation as players look for Wild symbols on screen.
Betsoft Gaming brings players to the heights of Mount Olympus with Coins of Zeus – Hold & WinTM, an engaging video slot with a 3×3 grid and 5 paylines set in a stunning Ancient Greek theme. From immersive visuals to thrilling gameplay features, Coins of Zeus – Hold & WinTM brings mythology to life, delivering divine entertainment and win potential.
BGaming is helping players hunt for ancient treasures in its latest release Catdiana. Boasting two purr-fect bonus games, the gameplay is further enhanced through cat-themed scatters, coveted coins and high-value gem symbols. The 5×3 reel action unfolds deep within a mystical cat temple where Catdiana goes on the prowl, performing as a wild to guide players to hidden treasures and big wins.
Tom Horn Gaming, a leading igaming software supplier, has unveiled its latest game, Wild Snowfakes, just in time for the winter season. A winter-themed slot transports players to a serene snowy wonderland filled with excitement and rewards. This medium-to-high variance game is played across a 5×3 gaming grid, populated with frosty fruit symbols and snowflakes, which act as wilds.
Evoplay, the award-winning game development studio, has revealed its latest immersive slot, Dolce Dreams, offering a sweet twist on the classic Italian café culture, with the experience designed for high engagement and substantial win potential. Set against the backdrop of a charming streetside cafe, Dolce Dreams features stacked Wilds in the form of waffle ice creams, which substitute for other symbols to maximise winning combinations.
Relax Gaming is taking players on an exhilarating snowy adventure with the launch of Winter Champions, a sports-themed slot that propels players through the mountain tops in pursuit of golden victories. At the heart of Winter Champions is the innovative Sliding Respins mechanic, ensuring the reels remain active as long as winning combinations continue to land, adding a layer of non-stop excitement to the gameplay.
Nolimit City is serving up a twisted carnival treat in Munchies. Step into the fair grounds as Nolimit’s latest Labs game released following the release of Outsourced: Slash Game. As a Labs title, expect a fresh and experimental spin on the classic Nolimit style. In the heart of the carnival tents lies a curious attraction: Fluffers—a cute, cuddly, but oh-so-smelly creature that’s causing quite the commotion among visitors. Some may say it’s the attraction of the year!
Thunderkick has unveiled Split Happens, the latest addition to its product portfolio that combines a quirky bowling theme with Walking Wilds and respins to provide a unique and compelling gaming experience. The action takes place across a classic 5×3 grid, where winning combinations can be formed both ways to help unlock 3,000x maximum wins.
Amusnet has released its latest video slot, 10 Bulky Fruits. It is not an ordinary fruit slot but a dazzling, energetic and exciting game. This is a 5-reel, 10-fixed paylines video slot that offers vivid gameplay, epic sound effects and a variety of features. Keep an eye out for the Clover Wild Symbol and its great rewards – it appears on the 2nd, 3rd, and 4th reel. The Star and the Dollar are the shiny Scatter symbols boosting the winnings.
It’s beginning to look a lot like Christmas, and Booming Games are getting in the spirit early with the November arrival of their fresh, festive game, Holly Jolly Bonanza 2. ‘Tis the season for snowy slots, and just like Santa Claus himself, Holly Jolly Bonanza 2 delivers in style. This sparkling sequel is a sure-fire Christmas classic, a 5×6 game with cascading reels, introducing new features to the festive game.
How deep do you dare to descend in Yellow Slotmarine by Twin Win Games – the exciting new slot where cash prizes can be accumulated and collected on any base game spin, but three bomb symbols are always lurking to potentially blow players out of the water. Utilising just three reels and one row of symbols, Yellow Slotmarine introduces a completely new mechanic where every character that lands contributes towards a specific cash pot.
Gaming Corps is proud to announce the release of Wet and Wild Beavers. This charming new slot game also marks the debut of the exciting new A-MAZE-CADES™ mechanic. This playful adventure takes players down to the river, where a team of ingenious beavers plot their daring escape by the riverbank. Follow Red Rocket, Old Blue and Yella Fella as they utilise a series of creative bonus features to escape the dam and get their hands on wins of up to 10,000x the player’s stake.
Explore a prosperous underwater world and harness the power of the formidable Greek God of the Sea Poseidon in Stakelogic’s latest release, Trident of Legends. This enchanting aquatic adventure invites players to tap into the awe-inspiring power of the mythical Poseidon as they embark on a quest for fortune. With Poseidon’s legendary Trident in hand, players can trigger enticing bonuses while playing for wins of up to 10,000x their stake.
Play’n GO invites players to join the Wilde family in Wildest Gambit, a globe-trotting 5×3 slot that combines adventure, mystery, and massive win potential with an x20,000 Multiplier. Wildest Gambit unites the legendary Wilde family – Rich, Cat, and Uncle Gerard – in an epic journey across four unique destinations. From the golden sands of Egypt to the dense jungles of South America, players will experience a dynamic blend of Expanding, Sticky, and Multiplier Wilds.
The post Week 47/2024 slot games releases appeared first on European Gaming Industry News.
EGT Digital is proud to be among the finalists in the impressive 5 categories of BEGE Awards 2024. This year’s edition of the prestigious annual competition will be held on November 27 at Black & White Club, Palms Royale Sofia Complex. For the 15th consecutive year, the event will recognize individuals and companies for their outstanding contribution to the gaming and entertainment industry.
Burning Hot Instant, one of the newest offerings in EGT Digital’s ever-growing portfolio of games, is among the shortlisted titles in the Online Game of the Year category. It is also one of the latest additions to the top performer Clover Chance. Although it debuted only 2 months ago, Burning Hot Instant immediately became players’ favorite with its mystery jackpot and numerous rewards.
X-Nave, EGT Digital’s in-house developed “all-in-one” betting platform, is a contender in the Online Platform of the Year category. The product earned the nomination thanks to the fact that it provides operators with the technology and tools they need to build and maintain a successful online business. The X-Nave platform includes 4 main modules: Sport Product, Gaming Aggregator, CRM Engine, and Payment Gateway. Each module can be part of the complete solution or function independently, allowing seamless integration with developments of third-party providers.
Another prestigious nomination for EGT Digital is in the Online Provider of the Year category, recognizing its wide range of iGaming products and services. The company’s games are extremely popular in a number of markets around the world, where players appreciate their fascinating design, high winning chances, and many attractive bonus features. The X-Nave platform is becoming the preferred choice for an increasing number of operators who want to guarantee their business’ long-term success and sustainable development.
The company is a finalist in the Sports Betting Platform of the Year category as well. EGT Digital’s Sportsbook solution, part of X-Nave’s Sport Product, offers everything operators need to secure a competitive bookmaker position. It includes advanced betting, in-depth statistics, different bet types, back-office tools, a variety of jackpots, and 24/7 technical and trading support. It is provided with powerful management tools that allow betting sites to create personalized content and increase player engagement.
The last category for which EGT Digital has been nominated is Innovative Product of the Year, with its 360-degree retail betting solution. This product covers both software and hardware aspects of the business, including the design and management of devices, the company’s omnichannel solution, sports betting, lottery games, vouchers, online deposits, and commissions. Constantly evolving, EGT Digital’s 360-degree retail betting solution continues to add new tools and options for improving user experience.
The post EGT Digital is shortlisted in 5 categories of BEGE Awards 2024 appeared first on European Gaming Industry News.
Saroca Unveils the Transformational Leadership Program for 2025
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EGT Digital is shortlisted in 5 categories of BEGE Awards 2024
EGT is a finalist in several categories of BEGE Awards 2024
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