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Genius Sports Group to go public through combination with NYSE-listed dMY Technology Group II

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  • Pro forma enterprise value of the merger of approximately $1.5 billion
  • Transaction includes a $330 million fully committed private investment (“PIPE”) anchored by institutional and experienced industry investors
  • The combined company is expected to have approximately $150 million of growth capital (assuming no redemptions) and a substantially debt-free balance sheet to accelerate its U.S. and international expansion through organic growth and strategic acquisitions
  • dMY II shareholders, GSG shareholders and PIPE investors will hold shares in NYSE-listed combined company
  • dMY II’s Chairman and dMY II’s CEO will serve on combined company’s Board of Directors

Genius Sports Group Limited (“GSG” or the “Company”), the leading provider of sports data and technology powering the sports, betting and media ecosystem, and dMY Technology Group, Inc. II (NYSE: DMYD) (“dMY II”), a publicly traded special purpose acquisition company, today announced that they have entered into a definitive business combination agreement (the “Business Combination Agreement”) pursuant to which GSG and dMY II will combine. As a result of the business combination, GSG and dMY II shareholders will exchange their shares for shares in a new combined company (“NewCo”), which will be publicly listed on the New York Stock Exchange (the “NYSE”). The transaction implies a pro forma enterprise value of approximately $1.5 billion.  Upon closing, NewCo expects its ordinary shares and warrants to trade on the NYSE under the symbols “GENI” and “GENI WS”, respectively.

In addition to the approximately $276 million held in dMY II’s trust account (assuming no redemptions by dMY’s public stockholders), a group of institutional and experienced industry investors has committed to participate in the transaction through a common stock PIPE of approximately $330 million at $10.00 per share.

 

Genius Sports Group Highlights

GSG acquires data from sports events around the world and supplies it to sports betting operators, providing them with secure, high-quality, mission critical data and content that helps them better engage with and protect their customers. The Company has a leading portfolio of rights to official data – the feed of live sports statistics that is sanctioned, and otherwise owned, by the relevant governing league. GSG provides data on over 240,000 events each year – effectively every hour of every day. It is the official provider for over 170,000 of these events.

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GSG’s scale, access to official data, and innovative technology platform differentiate it within the industry. The Company maintains long-term partnerships with over 500 sports organizations globally, including the NBA, NCAA, FIBA, FIFA, English Premier League and NASCAR. Its proprietary technology and data feeds are mission critical to the success of its sportsbook partners.

 

Management & Governance

Following the closing of the proposed business combination, Mark Locke will continue to lead the business as Chief Executive Officer of NewCo. Mr. Locke will be supported by a deep bench of talent with substantial experience across finance, technology and the sports betting industry.

NewCo’s Board of Directors will include dMY II’s Chairman Harry You and dMY II’s CEO Niccolo de Masi. Mr. You is the former EVP of EMC and previously served as the CFO of Accenture and Oracle. Mr. de Masi is the current Chairman and former CEO of Glu Mobile (NASDAQ: GLUU), a leading developer and publisher of mobile games for smartphone and tablet devices.

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“Genius Sports Group created the market for official data across all tiers of sports, helping fuel our sportsbook partners’ ever-increasing range of products,” said Mr. Locke. “This transaction will help us continue to expand and strengthen our position as a nexus of the global sports, betting and media ecosystem.”

“Elemental data provider Genius Sports Group benefits from the growth of all participants in the global sports betting market. Mark Locke has pioneered the provision of official rights and live data which have been instrumental in building the modern sports betting market,” said Mr. de Masi. “The company has a strong track record of growth and we are very excited by the opportunities for further expansion in this rapidly growing segment.”

 

Key Transaction Terms

The transaction values NewCo at an anticipated initial enterprise value of approximately $1.5 billion, or 8.0x GSG’s currently projected 2021 revenue of $190 million.

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The consideration payable to GSG’s existing shareholders will consist of a combination of cash and rollover equity in NewCo. The proceeds of the $330 million PIPE transaction will be used to repay shareholder loans and to redeem and make certain preference share payments on preferred shares held by corporate shareholders.

Assuming no redemptions by dMY II’s public stockholders, it is anticipated that NewCo will have approximately $150 million of unrestricted cash and a substantially debt-free balance sheet at closing.

The Boards of Directors of both dMY II and GSG have unanimously approved the transaction. The transaction will require the approval of dMY II’s stockholders, and is subject to other customary closing conditions, including a minimum cash condition. The transaction is expected to close in Q1 2021.

An investor webcast and presentation detailing the transaction will be available at www.geniussports.com and www.dmytechnology.com. The transcript of the investor webcast and the presentation will be filed by dMY II with the U.S. Securities and Exchange Commission (“SEC”) as exhibits to a Current Report on Form 8-K, and available on the SEC’s website at www.sec.gov. In addition, NewCo intends to file a registration statement on Form F-4 with the SEC, which will include a proxy statement/prospectus of dMY II, and will file other documents regarding the proposed transaction with the SEC.

 

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Advisors

Godman Sachs & Co. LLC is acting as exclusive financial advisor to dMY II. Oakvale Capital LLP is acting as exclusive financial advisor to GSG. Goldman Sachs & Co. LLC acted as lead placement agent for the PIPE transaction. Credit Suisse Securities (USA) LLC and Oakvale Capital LLP also acted as capital markets advisors and placement agents for the PIPE transaction. Kirkland & Ellis LLP is serving as legal advisor to GSG. White & Case LLP served as legal advisor to dMY II.  Goldman Sachs & Co. LLC acted as the sole bookrunner of dMY II’s IPO; Needham & Co. also acted as underwriter.

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Canada

SGG Media Announces Exciting New PlayOJO Partnership

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Industry-leading social media marketing agency SGG Media is thrilled to announce an exciting new collaboration with the prominent Canadian online casino PlayOJO.

Under the new agreement, SGG Media is set to become PlayOJO’s exclusive provider of live-action casino shows. Leveraging SGG Media’s extensive network of over 2,500 sports and casino influencers, these shows will stream thrilling casino experiences directly to PlayOJO players. Viewers will have the opportunity to interact with the streamers and place bets while witnessing all the exciting live casino action offered by PlayOJO.

Following the live shows, SGG Media will create and share short video highlights of the most captivating moments from the games across various social media platforms, engaging with SGG’s combined following of over 75 million fans. This is the third largest database of sports social media followers, a huge portion of whom have crossover potential and interest In the online casino industry.

The marketing agency has achieved significant success with its casino streams in 2024. They launched their groundbreaking ‘Casino Stream’ show in February. This innovative show offers nightly live-action casino games, providing viewers with an immersive experience in the fast-paced world of roulette, blackjack, slots, and other online games.

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PlayOJO is one of the most popular legal online casinos in Ontario. The casino collaborates with major developers and content providers in the industry, offering a distinctive and enjoyable online casino experience to Ontarian’s, all of which will be highlighted as a result of this deal.  “We’re thrilled to partner with the SGG team as we introduce our live casino shows in Canada. This unique live show experience will highlight PlayOJO’s best-in-class online casino, featuring slots, live casino, and table games, truly demonstrating why PlayOJO is the home of feel-good fun!”, says the PlayOJO Team.

SGG Media and PlayOJO are dedicated to ensuring a fun and safe online casino environment for players. Both parties will display clear responsible gambling messages throughout the streams, helping to inform players to gamble legally and responsibly.

Speaking about this commitment to responsible gambling, Troy Paul, CEO of SGG Media, said, “We want to create a fun and exciting show, but also make sure viewers know this is a legal casino and players need to wager only money they can afford to lose as entertainment.”

On the deal, Paul said: “We are extremely excited to begin working alongside PlayOJO. It is a brand that wants to drive innovation in the industry, sharing our vision for a more community-driven online casino experience.”

Through our streams, our micro-influencers and content creators will help shine a spotlight on PlayOJO’s fantastic gaming experiences while also growing a community that will want to return for more.

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This extends beyond the streams, with our huge network of micro-influencers sharing video content across their platforms, ensuring engagement continues after the stream goes off the air.”

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Canada

Great Canadian Entertainment and Petroglyph Development Group Announce Agreement for Purchase and Sale of Elements Casino Victoria

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Great Canadian Entertainment announced that it has signed a definitive agreement to sell Elements Casino Victoria to Petroglyph Development Group Ltd. (PDG) in yet another historic transaction for both parties.

This transaction comes on the heels of the previously announced definitive agreement for Great Canadian Entertainment to sell its other landmark property and business on Vancouver Island, Casino Nanaimo, to PDG. PDG is a wholly owned corporation of the Snuneymuxw First Nation (the Nation) and is dedicated to realizing the economic potential of the Nation.

Great Canadian’s Board of Directors unanimously approved the transaction, which remains subject to customary closing conditions as well as customary approvals by the regulatory authorities. The Company will provide transition services to PDG for up to two years post-closing.

“We are very pleased to have executed this second historic agreement with the Snuneymuxw First Nation. From its original opening as View Royal Casino in 2001, to major expansion and rebranding of the property in 2018 as Elements Casino Victoria, we are looking forward to the next chapter for this beautiful and historic Vancouver Island destination under PDG’s stewardship. We are excited to work with the Petroglyph team during the transition period to ensure yet another outstanding outcome for the community, our guests, our team members, and the Nation,” said Matt Anfinson, Chief Executive Officer of Great Canadian Entertainment.

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“We celebrate our growing partnership with Great Canadian and our continued progress toward building a strong Snuneymuxw economy that provides a solid foundation for Snuneymuxw self-determination and nationhood. With the acquisition of a second casino operation, we continue to honour the decades of work by past Snuneymuxw leadership who tirelessly pursued this goal, as we begin to realize various opportunities that contribute to optimizing Snuneymuxw socioeconomic potential. Our Nation is sharply focused to make investments that bring returns to our people and builds our presence in the economy so that Snuneymuxw takes its rightful place. Today, we also celebrate our partnership with the B.C. Lottery Corporation in our shared pursuit to support the growth of the provincial economy and First Nation participation,” said Snuneymuxw Chief Mike Wyse.

Erralyn Joseph, President of PDG, said: “This measured acquisition is one that PDG celebrates on our quest to build a corporate enterprise that reinvests into Snuneymuxw First Nation. With a strong operating plan that includes risk mitigation and yields sizable gains, PDG is well on its way to generating wealth for Snuneymuxw and taking a seat at the local, regional, provincial, national and global economic tables. On behalf of the Board of Directors, we are pleased to share this news and remain committed to advancing the region’s economic growth in support of all its residents.”

Ian Simpson, Chief Executive Officer of PDG, said: “Acquiring this significant asset will unlock unprecedented economic potential for Snuneymuxw and PDG, paving the way for transformative growth in Snuneymuxw’s economy and the profits that PDG returns to our Nation.”

McMillan is serving as legal counsel to Great Canadian. McCarthy Tétrault is acting as legal counsel and KPMG Corporate Finance Inc. is acting as financial advisor to PDG.

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Edmonton Oilers and Play Alberta Extend Partnership

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The Edmonton Oilers and Play Alberta announced a new agreement that makes Play Alberta the exclusive sports betting and online gaming partner of the Edmonton Oilers.

The deal will see the Play Alberta logo featured prominently on the Oilers home jerseys and GameSense, AGLC’s responsible gambling program, displayed on the helmets of the Oilers for each home game.

“Play Alberta is proud to continue its partnership with the Edmonton Oilers over the next several seasons. We value our patrons and the fans of the Oilers and are thrilled to see PlayAlberta.ca, Alberta’s trusted gambling platform along with the best-in-class responsible gambling program – GameSense – as prominent fixtures on the Oilers uniformsuniforms,” said Kandice Machado, Chief Executive Officer at AGLC.

PlayAlberta.ca is a leader in the iGaming landscape in the province. All money generated through the site goes to the General Revenue Fund, which supports programs and services that Albertans rely on every day. In addition, the website has integrated AGLC’s GameSense and Self-Exclusion programs to better support players in their gambling journey.

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“We are proud to call Play Alberta the official sportsbook of the Edmonton Oilers. With the revenue generated by Play Alberta going to valued services and programs that help enrich the lives of Albertans, donning the Play Alberta logo on our iconic home jersey is a testament to our long-term commitment to communities across Oil Country,” said Stew MacDonald, President & Chief Revenue Officer, OEG Sports & Entertainment.

The relationship between the Edmonton Oilers and PlayAlberta.ca will allow fans to experience the Play Alberta and GameSense brands through promotions in Rogers Place and ICE District, as well as giveaways throughout the season, including game tickets and memorabilia.

This past year, PlayAlberta.ca generated $235 million in net sales, an increase of more than $42 million from 2022-23. That number contributes to the $1.5 billion in total gaming revenue that’s sent to Alberta’s General Revenue Fund and supports programs and services that Albertans rely on every day.

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