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Codere Online to Become the First Publicly-Listed Online Gaming Operator in Latin America Via Business Combination with DD3 Acquisition Corp. II

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Codere Online Luxembourg, S.A. (“Holdco”), Servicios de Juego Online, S.A.U. (“SEJO”) and their consolidated subsidiaries (collectively, “Codere Online” or “the Company”) and Codere Newco, S.A.U. have entered into a definitive business combination agreement with DD3, a publicly-traded special purpose acquisition company, that will result in Codere Online becoming a public company.

Codere Online will continue to be led by the Company’s Managing Director Moshe Edree and its highly experienced management team. Martin Werner, Founding Partner of DD3 Capital Partners, is expected to join the Codere Online Board of Directors.

Codere Online Investment Highlights

  • Strong market opportunity supported by favorable demographic trends in Latin America – Very low existing market penetration with increasing adoption of smartphones, e-commerce and internet connectivity position the region for tremendous near, medium and long term growth (estimated at approximately 10x from 2020 to 2027 based on management projections and industry research).
  • Omnichannel Strategy – Significant competitive advantage through Codere Online’s indirect parent company Codere Group, which has a leading retail footprint encompassing approximately 10,800 venues throughout Latin America, Spain and Italy (approximately 6,600 operating as of December 31, 2020 as a result of COVID-19 temporary closings) as well as a registered retail database of over 3 million registered players.
  • Growth Opportunities in Core Markets and Expansion into New Countries – Codere Online, with a strong presence in Spain, Mexico, Colombia and Panama and its plan to start operating in the City of Buenos Aires (Argentina) in late 2021, is a leading online gaming operator in Latin America, a region expected to represent the next wave of strategic focus and growth for the global gaming industry.
  • Market Expertise – Codere Group has a long history of successful Latin American operations dating back to 1984. Codere Online’s management has decades of experience establishing online gaming operations.
  • Successful Operating Model – Codere Online and its management team have consistently demonstrated the ability to run successful online gaming operations and seek to apply this proven strategy and business model throughout the Latin American markets to drive profitability and positive operating cash flow.
  • Proven and Flexible Technology Platform – Codere Group’s technology platform and Codere Online’s product can be scaled to support growth in core markets and expansion into new markets.
  • Strong Brand – High visibility from long-running sponsorships of soccer teams and athletes.

“We are thrilled to partner with DD3. This deal brings together the renowned Codere brand and our deep expertise in growing online gaming businesses with a world-class sponsor like DD3 that has a proven track record of building businesses through a team of seasoned investors,” Moshe Edree, Managing Director of Codere Online, said. “By going public and with the new capitalization, we will be in a superb position to leverage our online business in our core countries of Spain, Italy, Mexico, Colombia and Panama, as well as the City of Buenos Aires, where we expect to start operating in late 2021, to fuel our further expansion in other high-growth Latin American markets.”

Martin Werner, Founding Partner of DD3 Capital Partners said, “We are excited to partner with Moshe and his team to bring Codere Online to the public markets. The omni-channel presence of Codere paired with the expansive addressable market and limited competition from global gaming operators gives Codere Online a unique advantage in their expansion across Latin America.”

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“We are proud of this deal, which will provide our online team with the financial resources needed to grow Codere Online and take it to a new, higher level. It is a good signal of the value we have been able to create in the last three years, and the solid team and business platform achieved through Moshe´s leadership,” said Vicente Di Loreto, CEO of Codere Group.

Transaction Overview
The business combination values the combined company at an estimated pro forma enterprise value of approximately $350 million, or 2.3x Codere Online’s estimated 2022 revenue of approximately $150 million, and an implied equity market capitalization of approximately $500 million. Codere Online expects to have up to an approximately $145 million cash position to be used to fund marketing expenditures, technology platform improvements and expansion into new high-growth Latin American markets, assuming no redemptions by DD3’s shareholders.

Baron Funds, MG Capital, LarrainVial and DD3 Capital Partners have committed to a private investment of more than $67 million that will close concurrently with the business combination, and Baron Funds has committed to roll-over approximately $10 million of DD3 public shares. DD3 has $125 million of cash in its trust account, exclusive of any accrued interest. Codere Group has agreed to roll-over approximately 90% of its ownership and will maintain a majority ownership interest in Codere Online following consummation of the business combination.

The respective managing bodies of Codere Online and DD3, in addition to the Board of Directors of Codere S.A., have approved the proposed business combination. Completion of the proposed business combination is expected in the fourth quarter of 2021. The proposed business combination will be effected pursuant to the terms and conditions of a business combination agreement entered into by Codere Online, DD3, and the other parties thereto, which contains certain closing conditions, including, without limitation, the registration statement being declared effective by the Securities and Exchange Commission (“SEC”), approval by certain Codere Group noteholders, DD3 holding a minimum of $77 million in cash at closing, and approval by the shareholders of DD3. Pursuant to the business combination, Holdco will acquire both SEJO and DD3, and become a publicly-listed company in the United States.

Additional information about the proposed business combination, including a copy of the business combination agreement and investor presentation, will be provided in a Current Report on Form 8-K to be filed by DD3 with the SEC and will be available at www.sec.gov.

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Advisors
Stifel is serving as financial and capital markets advisor to Codere Online. Davis Polk & Wardwell is acting as U.S. legal advisor to Codere Online. Clifford Chance is acting as legal advisor to Codere Online in Luxembourg. Deloitte is serving as accounting advisor to Codere Online.

EarlyBirdCapital is acting as financial and capital markets advisor as well as placement agent to DD3. Greenberg Traurig and Pérez-Llorca are acting as legal advisor to DD3. Stibbe is acting as legal advisor to DD3 in Luxembourg.

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AGCO

AGCO Requires Ontario Gaming Operators to Stop Offering WBA Bets Due to Integrity Concerns

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The Alcohol and Gaming Commission of Ontario (AGCO) has mandated all Ontario-registered sportsbook operators to halt offering and accepting wagers on World Boxing Association (WBA) events immediately. This measure is being taken to protect the Ontario betting public following concerns that WBA-sanctioned boxing matches are not adequately being safeguarded against match-fixing and insider betting.

Since December 2023, the AGCO has been conducting a comprehensive review of suspicious wagering activity on a WBA-sanctioned title fight between Yoenis Tellez and Livan Navarro that was held in Orlando, Florida. Suspicious betting patterns on the bout lasting over 5.5 rounds were reported to the AGCO by two registered independent integrity monitors and detected in Ontario by a registered igaming operator. Media reports also alleged that Tellez’s Manager placed $110,000 on the match lasting longer than 5.5 rounds at a Florida casino. The bout ended with Tellez knocking out Navarro in the 10th round.

Following an intensive review that included outreach to the WBA, Ontario-registered gaming operators, independent integrity monitors, and regulators in other jurisdictions, the AGCO has concluded that bets related to WBA events do not currently meet the Registrar’s Standards for Internet Gaming.

The AGCO requires all Ontario-registered gaming operators to ensure the sport betting products they offer are on events that are effectively supervised by a sport governing body. At a minimum, the sport governing body must have and enforce codes of conduct that prohibit betting by insiders.

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Registered gaming operators were unable to demonstrate to the AGCO that the WBA prohibits betting from insiders, which could include an athlete’s coaches, managers, handlers, athletic trainers, medical professionals, or others with access to non-public information. Further, registered gaming operators were unable to demonstrate that the WBA took any action to investigate or enforce the allegations of potential match-fixing and insider wagering.

The AGCO has indicated to registered operators that in order for WBA betting products to be reinstated in Ontario, operators must demonstrate that the WBA effectively supervises its events, thus bringing them into compliance with the Registrar’s Standards. In December 2022, the AGCO required gaming operators to stop offering bets on UFC events for similar issues related to insider betting safeguards. Within a month, UFC amended its policies and implemented new protocols that allowed the AGCO to reinstate betting on UFC events in the province.

“Ontarians who wish to bet on sporting events need to be confident that those events are fairly run, and that clear integrity safeguards are in place and enforced by an effective sport governing body. Knowing the popularity of boxing in Ontario, we look forward to reinstating betting on WBA events once appropriate safeguards against possible match-fixing and insider betting have been confirmed,” Dr. Karin Schnarr, Registrar and CEO of AGCO, said.

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Andrew Cochrane Chief Business Officer of GiG

GiG increases Ontario market presence, powering the launch of Casino Time

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Gaming Innovation Group Inc. (GiG), has announced the launch of Casino Time, powered by its award winning iGaming platform and pioneering real-time rules engine LogicX, with revolutionary sportsbook, SportX soon to follow, to further extend its footprint in the regulated Canadian province of Ontario.

The launch of Casino Time carries extra significance, marking only the second time that on-demand, regulated online Bingo has been made available in Ontario. The new Bingo product vertical, launched alongside a strong Casino offering, will be boosted by GiG’s new sportsbook, SportX, as part of a planned release later this year.

GiG has focused its solutions on driving exponential growth in revenue for operators with its highly scalable iGaming platform, offering localised third party content and leading suppliers for the Ontarian market. GiGs peerless gamification layer creates an optimised and immersive casino experience tailored to regional preferences, swelling client retention and player engagement.

Canadian owned and operated, Casino Time is a joint venture amongst leading retail operators in Ontario’s Charitable Gaming sector, delivering Bingo, Slots and Live Dealer Casino Games. Promising a personalised service and community experience, Casino Time is continuing its long-standing partnership with local charities, introducing its joint fundraising model into the iGaming space for the first time.

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Now coming towards the end of its second year of licensed operations, Ontario has emerged as one of the largest iGaming markets in North America, second only to New Jersey according to data supplied by Vixio. The first and as yet only Canadian province to launch a regulated market, Ontario boasts more than 1.6 million active player accounts spread over 40 plus operators, generating €1.3 billion in Gross Gaming Revenue (GGR) in its first year of trading, with this data supplied by iGaming Ontario.

Andrew Cochrane, Chief Business Officer of GiG, said: GiG continues to set the pace with a strong cadence of brand launches in 2024, and I’m pleased that when operators are seeking platform solutions in regulated markets, GiG is leading the pack. Our partnership with Casino Time, will help deliver something new and exciting to the Ontarian market, and further helps to demonstrate the flexibility of our solutions, adapting to match the regional aspirations of our partners to deliver growth.

D’Arcy Stuart, CEO of Casino Time, said: “We are thrilled to partner with GiG as the core technology provider of our iGaming platform. Their powerful suite of player engagement tools, as well as diverse content and regulatory integrations, underpin our ability to serve and delight our player community. Our hybrid online and offline customer network, as well as unique bingo offerings, will drive exciting opportunities as the platform and the marketplace continues to grow.”

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Bragg Gaming Group

Bragg Gaming Announces Resignation of Chief Financial Officer

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Bragg Gaming Group Inc., a global B2B gaming technology and content provider, announced that Chief Financial Officer (CFO), Ronen Kannor, has notified Bragg’s board of directors (Board) that he will resign from his position to pursue other career opportunities, effective June 3, 2024. The Company confirms that the search for a replacement CFO has commenced.

Matevž Mazij, Chief Executive Officer and Chair of the Board, commented: “We thank Ronen for his dedication and commitment to Bragg over the past four years and for his unwavering service as a pivotal member of the leadership team.

“During his tenure as CFO, the Company has undergone huge positive transformation including being uplisted to the Toronto Stock Exchange, dual listed on the NASDAQ and successfully completing two acquisitions, all while reporting consecutive years of revenue, gross profit and adjusted EBITDA growth. We wish Ronen all the very best in his future endeavors.”

Ronen Kannor commented: “It has been an honor to be part of the Bragg team which has successfully navigated many challenges and continued to deliver consistent growth over the past four years. I thank the Board for their support throughout my time with Bragg, and I am now fully focused on ensuring a smooth handover to my successor.

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“Special thanks goes to my finance team, who work tirelessly to deliver the positive change and financial growth that the Company continues to achieve. I wish them and all of my colleagues continued success with Bragg now and in the future.”

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