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Evolution Gaming announces a recommended public offer to the shareholders of NetEnt
Evolution Gaming Group AB (publ) (”Evolution”) announces a public offer to the shareholders of NetEnt AB (publ) (“NetEnt”) to sell all their shares in NetEnt to Evolution in exchange for 0.1306 Evolution shares for each share in NetEnt (the “Offer”). The Offer includes both the unlisted shares of series A and the shares of series B that are admitted to trading on Nasdaq Stockholm. Evolution will not increase the offered consideration.
The Offer in brief
- Evolution offers 0.1306 Evolution shares for each share in NetEnt. Evolution will not increase the offered consideration.
- The Offer values each share in NetEnt to SEK 79.93 and all shares in NetEnt to approximately SEK 19.6 billion.[1]
- The offered consideration represents a premium of 43 per cent compared to the closing price of the NetEnt share of series B on Nasdaq Stockholm on 23 June 2020 (which was the last trading day prior to the announcement of the Offer) and a premium of 72 per cent compared to the volume weighted average price per NetEnt share of series B on Nasdaq Stockholm during the 30 latest trading days up to and including 23 June 2020.
- The board of directors of NetEnt unanimously recommends the shareholders of NetEnt to accept the Offer.
- Shareholders who in total directly or indirectly control 21.02 per cent of all shares and 45.02 per cent of all votes in NetEnt have undertaken to accept the Offer. In addition, certain board members of NetEnt who in total directly or indirectly control 8.48 per cent of all shares and 23.20 per cent of all votes in NetEnt have expressed that they intend to undertake to accept the Offer.
- The completion of the Offer is conditional upon, among other things, the Offer being accepted by shareholders to such an extent that Evolution becomes the owner of more than 90 per cent of the shares in NetEnt (on a fully diluted basis) and that an extraordinary general meeting in Evolution resolves to authorise the board of directors to resolve on the issuance of the number of shares in Evolution that Evolution shall pay as consideration to the shareholders of NetEnt that accept the Offer. Shareholders who in total control approximately 32.53 per cent of all shares and votes in Evolution have expressed that they are positive to the Offer and that they intend to vote in favour of the board of directors’ proposal for an authorisation to issue shares.
- Evolution will publish an offer document regarding the Offer on or around 14 August 2020. The acceptance period of the Offer will commence on or around 17 August 2020 and expire on or around 26 October 2020.
Background and reasons for the Offer
- This is a landmark deal which will accelerate Evolution’s move towards becoming the world leader in the online gaming industry.
- The merger of Evolution’s leading position in Live Casino with NetEnt’s strong position in online slots will create a best-in-class B2B provider with capacity to drive the digitalisation of the global gaming industry (90 per cent of the global casino industry is still land-based).
- The US market has a potential to become Evolution’s largest market over time as individual states regulate. The merger of Evolution’s existing Live Casino offering through the existing New Jersey studio as well as the planned studios in Pennsylvania and Michigan with NetEnt’s strong US presence in online slots will accelerate this development and fast-track the combined company’s move into the US online gaming market.
- The combined product portfolio will include some of the world’s most popular Live Casino and online slots games and generate revenue upsides through cross-selling and improved distribution via both companies’ customer bases, with closer customer partnerships and additional geographical spread of the companies’ products as result. The range of the combined offer will provide significant upsides to customers and player experience as well as enable new collaborations between world-class development resources.
- The combination is expected to result in annual cost savings of approximately EUR 30 million, compared to the combined cost basis of NetEnt and Evolution as of the first quarter of 2020. This includes the cost savings of approximately SEK 150 million which NetEnt has already disclosed.
- The combined company will become a leading online gaming provider with a strong platform for international growth and expansion, both organic and through additional acquisitions.
Jens von Bahr, Chairman of Evolution, comments: “This strategic deal marks a significant step towards Evolution’s long-term vision of becoming the global market leader in the online casino industry. The combination of Evolution’s strong offering in Live Casino with NetEnt’s leading position in online slots will result in a world class portfolio of online games that will enable us to serve a growing customer base. Furthermore, NetEnt’s established US positioning combined with Evolution’s existing US studios and first-to-regulated-market strategy will put us in a favourable position to capitalise on the on-going regulation in North America.”
Mathias Hedlund, Chairman of NetEnt, comments: “Recently, NetEnt has vastly improved its tech and product development capabilities and thereby its growth prospects and at the same time reaching a strong position within the US states that have opened up for online casino. With this deal, there are unique possibilities to shape a leading global B2B provider of online casino, taking advantage of the market development with continued digitalisation and strong growth, especially in North America. Evolution’s position within Live Casino combined with NetEnt’s position within online slots will create a company well positioned to take significant market shares. Through this transaction, a new chapter in the development of more entertaining online casino begins, in the best interest of players, operators, employees and shareholders.”
The Offer
The offered consideration and the value of the Offer
Evolution offers 0.1306 Evolution shares for each share in NetEnt. Evolution will not increase the offered consideration.
The Offer includes both the unlisted shares of series A and the shares of series B that are admitted to trading on Nasdaq Stockholm. The Offer values each share in NetEnt to SEK 79.93 and all shares in NetEnt to approximately SEK 19.6 billion.[2]
Evolution will only pay full (and not fractions of) Evolution shares to shareholders of NetEnt that accept the Offer. If a shareholder of NetEnt tenders such a number of shares in the Offer that the share consideration that is to be paid by Evolution for such NetEnt shares does not amount to an even number of new Evolution shares, consideration for excess fractions of shares will be paid in cash.
No commission will be charged in connection with the Offer.
Premium
The offered consideration represents a premium of:
- 43 per cent compared to the closing price of the NetEnt share of series B on Nasdaq Stockholm on 23 June 2020 (which was the last trading day prior to the announcement of the Offer);
- 72 per cent compared to the volume weighted average price per NetEnt share of series B on Nasdaq Stockholm during the 30 latest trading days up to and including 23 June 2020; and
- 173 per cent compared to the volume weighted average price per NetEnt share of series B on Nasdaq Stockholm during the 180 latest trading days up to and including 23 June 2020.
Potential adjustment of the offered consideration
If NetEnt pays any dividend or makes any other value transfer prior to the settlement of the Offer, Evolution will reduce the offered consideration accordingly.
Rights under NetEnt’s incentive programs
The Offer does not include any rights granted by NetEnt to its employees under any incentive programs. Accordingly, the Offer does not include the warrants of series 2017/2020, series 2019/2022 or series 2020/2023 that certain employees of NetEnt hold under the long-term share-related incentive programs that were established by the annual general meetings of the company in 2017, 2019 and 2020, respectively. Evolution intends to procure that the holders of the warrants are afforded a reasonable treatment in connection with the Offer.
Recommendation by the board of directors of NetEnt
The board of directors of NetEnt unanimously recommends that the shareholders of NetEnt accept the Offer.
Undertakings to accept the Offer
Certain members of the Hamberg, Knutsson, Lindwall, Kling and Wattin families, who in total directly or indirectly control 21,727,000 shares of series A and 30,087,360 shares of series B in NetEnt (corresponding to 21.02 per cent of all shares and 45,02 per cent of all votes in NetEnt), have undertaken to accept the Offer.[3]
The undertakings to accept the Offer terminate if (i) Evolution withdraws the Offer, (ii) Evolution does not declare the Offer unconditional by 31 October 2020, (iii) a third party makes a competing public offer at a value (calculated at the time of the announcement of the competing offer) exceeding the value of the Offer (based on the volume weighted average price per Evolution share on Nasdaq Stockholm during fifteen consecutive trading days preceding the day of the announcement of the competing offer) by more than 5.0 per cent, or (iv) the value of the Offer (calculated at the time of the announcement of the Offer) has decreased by more than 2.5 per cent and the Evolution share has underperformed the Nasdaq Stockholm Large Cap index by more than 10 per cent during the period from the date of the announcement of the Offer until the date falling six days prior to the expiry of the initial acceptance period of the Offer, based on the volume weighted average price per Evolution share on Nasdaq Stockholm during such period.
Shareholding board members in NetEnt that intend to accept the Offer
Pontus Lindwall, Peter Hamberg and Christoffer Lundström, who are members of the board of directors of NetEnt and in total directly or indirectly control 11,837,285 shares of series A and 9,063,264 shares of series B in NetEnt (corresponding to 8.48 per cent of all shares and 23.20 per cent of all votes in NetEnt), are, as a result of NetEnt being in a so-called closed period up until the publication of the company’s interim report for the period January–June 2020, under applicable rules on market abuse prevented from undertaking to accept the Offer. However, Pontus Lindwall, Peter Hamberg and Christoffer Lundström (also on behalf of Novobis AB and StrategiQ Capital AB) have informed Evolution that they, in their capacities as shareholders in NetEnt, are positive to the Offer and that they intend to undertake to accept the Offer immediately following NetEnt publishing the interim report, which is planned to take place on 15 July 2020.
Conditions to completion of the Offer
The completion of the Offer is conditional upon:
- the Offer being accepted to such an extent that Evolution becomes the owner of more than 90 per cent of the shares in NetEnt (on a fully diluted basis);
- with respect to the Offer and the acquisition of NetEnt, the receipt of all necessary regulatory, governmental or similar clearances, approvals and decisions (including from competition authorities), in each case on terms that are acceptable to Evolution;
- no other party announcing an offer to acquire shares in NetEnt on terms that are more favourable to the shareholders of NetEnt than the terms of the Offer;
- neither the Offer nor the acquisition of NetEnt being rendered wholly or partially impossible or significantly impeded as a result of legislation or other regulation, any decision of a court or public authority, or any similar circumstance;
- no circumstances having occurred that have a material adverse effect, or could reasonably be expected to have a material adverse effect, on NetEnt’s sales, results, liquidity, equity ratio, equity or assets;
- no information made public by NetEnt, or disclosed by NetEnt to Evolution, being inaccurate, incomplete or misleading, and NetEnt having made public all information that should have been made public by NetEnt;
- NetEnt not taking any action that typically is intended to impair the prerequisites for making or completing the Offer; and
- an extraordinary general meeting in Evolution resolving, with requisite majority, to authorise the board of directors to resolve on the issuance of the number of shares in Evolution that Evolution shall pay as consideration to the shareholders of NetEnt that accept the Offer.
Evolution reserves the right to withdraw the Offer in the event that it is clear that any of the above conditions is not satisfied or cannot be satisfied. However, with regard to the conditions set out in items
2–8, the Offer may only be withdrawn where the non-satisfaction of such condition is of material importance to Evolution’s acquisition of NetEnt or if otherwise approved by the Swedish Securities Council.
Evolution reserves the right to waive, in whole or in part, one or more of the conditions set out above, including, with respect to the condition set out in item 1, to complete the Offer at a lower acceptance level.
Approvals from authorities
Pursuant to applicable rules and regulations, in particular regarding so-called merger control, Evolution’s acquisition of NetEnt requires clearance from certain authorities, including competition authorities. Evolution will submit the required notifications of the acquisition to the relevant authorities as soon as practicably possible. In case the competition authorities, or other relevant authorities, need more time for their respective analyses than Evolution expected when Evolution determined the initial acceptance period, Evolution may extend the acceptance period (see “Indicative timetable” below).
Financing of the Offer
The consideration in the Offer consists of new shares in Evolution (see “the Offer” above). Payment of the share consideration requires that an extraordinary general meeting in Evolution resolves to authorise the board of directors to resolve on the issuance of the number of shares in Evolution that Evolution shall pay as consideration to the shareholders in NetEnt that accept the Offer. Accordingly, Evolution’s completion of the Offer is conditional upon such a resolution being passed by the extraordinary general meeting.
If a shareholder of NetEnt tenders such a number of shares in the Offer that the share consideration that is to be paid by Evolution for such NetEnt shares does not amount to an even number of new Evolution shares, consideration for excess fractions of shares will be paid in cash. Evolution will finance any such cash consideration through own funds and available credit facilities.
Extraordinary general meeting in Evolution
The board of directors of Evolution will convene an extraordinary general meeting and propose that the meeting resolves to authorise the board of directors to resolve on the issuance of the number of shares in Evolution that Evolution shall pay as consideration to the shareholders of NetEnt that accept the Offer. Evolution will publish the notice of the extraordinary general meeting by way of a separate press release.
Richard Livingstone, Österbahr Ventures AB, Joel Citron and Jonas Engwall, that in total control approximately 32.53 per cent of all shares and votes in Evolution, have expressed that they are positive to the Offer and that they intend to vote in favour of the board of directors’ proposal for an authorisation to issue shares.
Evolution in brief
Evolution develops, produces, markets and licenses fully-integrated Live Casino solutions to gaming operators. Since its inception in 2006, Evolution has developed into a leading B2B provider with more than 300 operators as customers. The group currently employs about 8,000 people in studios in Europe and North America. The parent company is based in Sweden and its shares are listed on Nasdaq Stockholm with the ticker EVO.
NetEnt in brief
NetEnt is a supplier within digital entertainment, which develops games and system solutions to the world’s most successful gaming operators. Since its inception in 1996, NetEnt has been a pioneer in driving the market by providing thrilling games powered by a cutting-edge platform. The company employs around 1,100 people in Malta, Stockholm, Gothenburg, Kiev, Krakow, Sofia, Gibraltar and New Jersey. The shares of series B in NetEnt are listed on Nasdaq Stockholm with the ticker NET-B.
The combined group
A combination of Evolution and NetEnt, through Evolution acquiring NetEnt, forms an attractive opportunity to combine the companies’ respective offerings. The combination creates a larger customer base, a more comprehensive product portfolio and stronger operational capabilities, which enable an accelerated growth, a stronger and more service oriented offering and higher profitability.
Synergies
The combination is expected to result in annual cost savings of approximately EUR 30 million, compared to the combined cost basis of NetEnt and Evolution as of the first quarter of 2020. This includes the cost savings of approximately SEK 150 million which NetEnt already has disclosed. The cost savings are expected to be fully realised during 2021. The primary value is, however, expected to be realised through the significant revenue synergies generated through the combination. The transaction is expected to have a positive effect on Evolution’s earnings per share in 2021.
Complementary abilities
Evolution offers a leading product portfolio of Live Casino solutions to gaming operators and NetEnt offers a leading product portfolio of online slots, which has been supplemented by Live Casino solutions in recent years. A combination of Evolution and NetEnt would enable the combined group to, with a more comprehensive product portfolio, better serve its customers and create economies of scale through cross-selling of Evolution’s and NetEnt’s respective offerings to the companies’ respective customer bases. Accordingly, the companies’ joint strengths provide good opportunities for:
- accelerated international expansion
- wider offer on growth markets
- decreased dependence on individual markets
- economies of scale in development and IT/operating costs
Senior management and employees
Evolution is confident that it will be able to build a strong group together with NetEnt’s senior management and employees. Evolution recognises the value of NetEnt’s senior management and other employees and appreciates that their talent and dedication have been, and will continue to be, integral to NetEnt’s and the combined group’s success. Evolution does not currently foresee that the combination of the companies will have any material impact on Evolution’s or NetEnt’s respective employees, including their terms of employment or the locations where the companies currently operate. Following the completion of the Offer, Evolution intends to carry out a careful review of the combined business in order to evaluate how Evolution can organise and develop the group in the best possible way.
Financial effects for Evolution
This section contains preliminary combined financial information for Evolution and NetEnt for the purpose of providing an illustration of the combined group’s earnings and financial position as if Evolution and NetEnt had been operating within the same group during the periods presented. The information is based on Evolution’s and NetEnt’s published financial reports and has not been audited or otherwise reviewed by any of the companies’ respective auditors. The information has not been prepared in accordance with IFRS and does not constitute pro forma financial information. Evolution has not made any adjustments for differences in accounting principles, effects of the Offer or transaction costs. Accordingly, the information does not necessarily reflect the result or financial position which Evolution and NetEnt together would have had if they had conducted their operations within the same group. Further, the information is not indicative of the combined group’s future result or financial position.
Evolution’s accounting currency is EUR and NetEnt’s accounting currency is SEK. For the purpose of comparability, all amounts relating to Evolution have been converted to SEK and all amounts relating to NetEnt have been converted to EUR based on an exchange rate EUR/SEK of 10.5892 for the financial year 2019 and 10.6647 for the period January–March 2020.
| Financial year 2019(millions, unless otherwise stated) | Evolution | NetEnt | The combined group | |||
| EUR | SEK | EUR | SEK | EUR | SEK | |
| Operating revenues | 365.8 | 3,873.0 | 169.3 | 1,792.9 | 535.1 | 5,665.9 |
| EBITDA | 182.9 | 1,937.3 | 80.7 | 855.1 | 263.7 | 2,792.4 |
| % margin | 50.0% | 50.0% | 47.7% | 47.7% | 49.3% | 49.3% |
| Operating profit (EBIT) | 157.5 | 1,667.5 | 49.9 | 528.7 | 207.4 | 2,196.2 |
| % margin | 43.1% | 43.1% | 29.5% | 29.5% | 38.8% | 38.8% |
| Cash flows from operating activities | 175.8 | 1,861.4 | 54.3 | 574.9 | 230.1 | 2,436.3 |
| Number of employees at the end of the period[4] | 5,554 | 1,062 | 6,616 | |||
| January–March 2020 (millions, unless otherwise stated) |
Evolution | NetEnt | The combined group | |||
| EUR | SEK | EUR | SEK | EUR | SEK | |
| Operating revenues | 115.1 | 1,228.0 | 48.5 | 517.5 | 163.7 | 1,745.6 |
| EBITDA | 64.1 | 683.9 | 21.4 | 228.6 | 85.6 | 912.5 |
| % margin | 55.7% | 55.7% | 44.2% | 44.2% | 52.3% | 52.3% |
| Operating profit (EBIT) | 57.1 | 609.2 | 11.2 | 119.1 | 68.3 | 728.3 |
| % margin | 49.6% | 49.6% | 23.0% | 23.0% | 41.7% | 41.7% |
| Cash flows from operating activities | 38.1 | 406.1 | 19.3 | 205.4 | 57.3 | 611.5 |
| Number of employees at the end of the period4 | 5,865 | 1,092 | 6,957 | |||
Pro forma financial information will be included in the offer document relating to the Offer. Such information may deviate significantly from the above information.
Evolution’s ownership in NetEnt
Neither Evolution nor any party closely related to Evolution holds or controls any shares in NetEnt or any other financial instruments which give a financial exposure equivalent to a holding of shares in NetEnt. Neither Evolution nor any party closely related to Evolution has acquired any shares in NetEnt on more favourable terms than the terms of the Offer during the last six months prior to the announcement of the Offer.
To the extent permissible under applicable laws, rules and regulations (including Rule 14e-5 under the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”)), Evolution, SEB Corporate Finance and their respective affiliates, any advisor to any such persons, and any person acting, directly or indirectly, in concert with any such persons, may from time to time make purchases of, or arrangements to purchase, shares in NetEnt other than pursuant to the Offer (before or during the acceptance period), including acquisitions on the market at prevailing prices or acquisitions in private transactions at negotiated prices. Any such acquisitions will be carried out and announced in accordance with applicable laws, rules and regulations.
Statement from the Swedish Securities Council
The Swedish Securities Council has in its ruling AMN 2020:26 granted Evolution an exemption from the obligation to direct the Offer to shareholders that are domiciled in the United States. AMN 2020:26 will be available in its entirety (in Swedish) on the Swedish Securities Council’s website (www.aktiemarknadsnamnden.se).
Due diligence review
Evolution has, in connection with the preparations of the Offer, conducted a limited due diligence review of NetEnt (and NetEnt has conducted a limited due diligence review of Evolution). NetEnt has confirmed that Evolution has not obtained any inside information regarding NetEnt in connection with the due diligence review.
Indicative timetable
- Estimated date for publication of the offer document: 14 August 2020
- Estimated acceptance period: 17 August–26 October 2020
- Estimated settlement date: 2 November 2020
Evolution reserves the right to extend the acceptance period as well as to postpone the settlement date. Evolution will announce any extensions of the acceptance period or postponements of the settlement date by way of a press release in accordance with applicable laws and regulations (including Nasdaq Stockholm’s Takeover Rules).
Compulsory buy-out and delisting of NetEnt
In the event Evolution, whether in connection with the Offer or otherwise, obtains more than 90 per cent of the shares in NetEnt, Evolution intends to initiate a compulsory buy‑out procedure with respect to the remaining shares in NetEnt in accordance with the Swedish Companies Act. In connection with such a compulsory buy-out procedure, Evolution intends to promote a delisting of the shares of series B in NetEnt from Nasdaq Stockholm.
Applicable law and disputes
The Offer is governed by and construed in accordance with the laws of Sweden. Any dispute, controversy or claim arising out of or in connection with the Offer shall be finally settled by Swedish courts and the City Court of Stockholm shall be the court of first instance. In addition, Nasdaq Stockholm’s Takeover Rules and the Swedish Securities Council’s rulings regarding interpretation and application of Nasdaq Stockholm’s Takeover Rules and, where applicable, the Swedish Securities Council’s interpretations of the Swedish Industry and Commerce Stock Exchange Committee’s former rules on public offers, are applicable to the Offer.
Evolution has, today on 24 June 2020, in accordance with the Swedish Act on Public Takeovers on the Stock Market, undertaken towards Nasdaq Stockholm to comply with Nasdaq Stockholm’s Takeover Rules and the Swedish Securities Council’s rulings regarding interpretation and application of Nasdaq Stockholm’s Takeover Rules and, where applicable, the Swedish Securities Council’s interpretations of the Swedish Industry and Commerce Stock Exchange Committee’s former rules on public offers, as well as to submit to the sanctions that Nasdaq Stockholm may decide upon in the event of a breach of Nasdaq Stockholm’s Takeover Rules. Evolution informed the Swedish Financial Supervisory Authority about the Offer and the undertaking towards Nasdaq Stockholm today on 24 June 2020.
Advisers
Evolution has engaged SEB Corporate Finance as financial adviser and Gernandt & Danielsson Advokatbyrå as legal adviser in connection with the Offer.b
Latest News
Signing Day Sports Signs Binding Term Sheet to Acquire Majority Equity Interest in High Growth Sports Gaming Technology Company Swifty Global
Acquisition Expected to Mark New Growth Strategy
Signing Day Sports, Inc. (“Signing Day Sports” or the “Company”) (NYSE American: SGN), the developer of the Signing Day Sports app and platform to aid high school athletes in the recruitment process, today announced the signing of a binding term sheet to acquire 95-99% of the issued and outstanding shares of Dear Cashmere Group Holding Company, doing business as Swifty Global (“Swifty”), a global sports and casino technologies company, and that this acquisition is expected to be the first transaction of its newly initiated growth strategy to buy and build companies in the sports and casino technology industry and other synergistic companies. The transaction is structured as an all equity deal meaning that Signing Day Sports will acquire such percentage of Swifty through the issuance of its securities to the controlling stockholders of Swifty. Signing Day Sports is not required to make any cash payment to Swifty in connection with the acquisition of the Swifty equity securities.
Swifty is led by British CEO and technology entrepreneur James Gibbons. Swifty’s technology is scalable and GLI-certified and it holds gaming licenses in the UK, Ireland, South Africa, Curacao, and is expected to obtain a gaming license in Malta in the near future. Swifty’s in-house development team has developed GLI-certified software for the sports gaming sector. This acquisition will enable Signing Day Sports to reduce development costs while accelerating its product development and rollout plans.
In addition to its SaaS-based gaming software, which Swifty offers to online gambling operators under a revenue-sharing model, Swifty also serves its own licensed clients in online sports betting and casino gaming in a limited number of jurisdictions. Swifty, which is debt free, achieved revenue of over $128 million and net profit of approximately $2.44 million in the fiscal year ended December 31, 2023, despite significant investments of nearly $3.1 million in software development and licensing.
Swifty’s growth strategy is built on three key pillars: (i) consumer-focused online sportsbook and casino operations (B2C), (ii) SaaS gaming software licensing, and (iii) the acquisition of smaller operators, which will be migrated onto Swifty’s proprietary platform.
Swifty CEO James Gibbons has over 20 years of experience in building and creating robust, secure and easy to use software solutions. James is a serial entrepreneur who created his first company at age 23, a mobile voucher app across Apple, Android and Blackberry devices, eventually selling it to a company based in the US. Prior to joining Swifty as CEO, James led the Digital Visitor Experience team at Expo 2020 Dubai. James is supported by a team of more than 30 staff including a strong in-house development, trading and operational team. Swifty Chairman Nicolas Link is also a serial entrepreneur and seasoned in global mergers, acquisitions and capital markets.
Swifty’s common stock trades on the Pink market tier of OTC Markets Group under the ticker DRCR, and had been preparing to uplist to a national securities exchange in order to unlock its true value. The acquisition of Swifty by Signing Day Sports is intended to result in the combined company being traded on NYSE American. Swifty will continue to operate under the Swifty management team led by James Gibbons, while Signing Day Sports will become a subsidiary of the publicly listed company. This acquisition is expected to provide Swifty with the necessary capital to fuel accelerated growth.
Signing Day Sports, a software company that went public less than a year ago on the NYSE American, has launched a sports SAAS model application designed to help aspiring athletes gain exposure to college and professional organizations, increasing their chances of securing athletic scholarships, roster opportunities, contracts, and NIL endorsements. Since relaunching in December 2022, the platform had more than 10,000 registered users as of August 15, 2024, with most registered for football recruitment and a significant number for men’s and women’s soccer. Signing Day Sports plans to continue to add new proprietary features to its app. The company is now planning to expand into other sports while developing integrated revenue streams to monetize its growing user base. Signing Day Sports expects that the acquisition of Swifty will allow it to leverage Swifty’s in-house development team to reduce costs and accelerate product development and rollout plans.
Swifty CEO James Gibbons commented, “We are delighted to have signed a binding term sheet with Signing Day Sports, following months of close collaboration. The term sheet establishes the deal framework and valuation. Our team has worked tirelessly over the past four years to develop and grow the business organically in a profitable and cash positive manner with no debt and minimal dilution, in a highly regulated sector, obtaining numerous licenses and regulatory approvals globally which we believe demonstrates our ability to successfully execute a dynamic business plan in multiple jurisdictions. After three years of software development and millions of dollars of investment, the company is now perfectly positioned for rapid growth and our acquisition by Signing Day Sports provides Swifty the platform to execute its growth plans.”
Signing Day Sports CEO, Daniel Nelson, commented, “It is with great excitement that we can announce the signing of a binding term sheet with Swifty Global to be the start of our new growth strategy of buying and building sports technology and casino gaming companies and other companies that are synergistic with our business. I want to thank Nick, James and their team for their vision and insights that led to this agreement. It was clear from the beginning that both Signing Day Sports and Swifty had great alignment and synergy and I believe we can build an exciting global sports technology platform together. We both recognize there is a lot of hard work and important decisions still to be made, but we are confident that together, we will make powerful decisions that will build Signing Day Sports into a leading global sports technology company.”
Terms of the Transaction
At the closing of the expected acquisition, Signing Day Sports will acquire from James Gibbons and Nicolas Link, being the sellers, the common stock and preferred stock of Swifty held by them constituting at least 95% of the voting power of Swifty and at least 95% of the economic value of Swifty. Additional sellers holding Swifty common stock or preferred stock may enter into substantially identical agreements with Signing Day Sports and also sell their Swifty capital stock to Signing Day Sports, which would increase the aggregate percentage of Swifty acquired.
The sellers will receive a number of shares of Signing Day Sports common stock that is equal to 19.99% of the issued and outstanding common stock of Signing Day Sports. The balance of the shares that Signing Day Sports must issue to the sellers will be in the form of convertible preferred stock that has no voting or dividend rights. The preferred stock will convert into common stock following shareholder approval and the clearance of a new initial listing application with NYSE American, ensuring compliance with NYSE American regulations. Signing Day Sports legacy shareholders are expected to retain 8.24% of the post-transaction company’s shares, with the remaining 91.76% being issued to the sellers and the other stockholders of DRCR.
The transaction is based on an assumed equity value of $14 million for Signing Day Sports and $156 million for Swifty. To support the transaction, both companies will collectively seek to raise at least $2 million in financing, with the proceeds split equally. These funds will be used for working capital, including the payment of outstanding liabilities of Signing Day Sports. Any additional financing required for the transaction will be mutually agreed upon.
At the closing, James Gibbons will become the Chief Executive Officer of Signing Day Sports and remain the Chief Executive Officer of Swifty. Signing Day Sports management will remain the management of the Signing Day Sports subsidiary that will be established in connection with the acquisition.
The post-Closing board of Signing Day Sports will consist of five members, including at least three directors that qualify as independent under NYSE American rules. At the closing, two Signing Day Sports board members will resign, and Swifty will appoint two directors to fill the vacancies. Swifty’s appointees will be independent or executive directors, depending on the type of director who resigns.
Signing Day Sports will hold a shareholder meeting post-closing to, among other things, approve the conversion of the preferred stock issued to the sellers into common stock and elect a new board of directors of Signing Day Sports. The Signing Day Sports board will continue to have five members. Signing Day Sports’ pre-closing board will nominate one board member. Swifty’s pre-closing board will nominate two independent directors. Swifty’s pre-closing board will also nominate one additional executive director. One independent director will be jointly nominated by both Signing Day Sports and Swifty jointly.
After the transaction, Signing Day Sports will consolidate Swifty’s financial statements and operate Swifty as a subsidiary. Signing Day Sports’ existing assets will be contributed into a newly formed subsidiary, allowing the combined company to focus on the integrated business.
Both Signing Day Sports and Swifty will complete due diligence before the transaction closes. The closing is anticipated by October 31, 2024. The closing is subject to the entry into definitive stock purchase agreement(s) and customary closing conditions and no assurance can be given that the closing will occur.
The sellers and the officers and directors of Signing Day Sports will be subject to a three-month lock-up period following the closing.
If the term sheet is terminated due to a material breach, the defaulting party will be liable for a $500,000 break-up fee. Additionally, if the binding term sheet is terminated by Signing Day Sports for any reason other than an undisputable uncured material breach by Swifty or a seller, then one-half of all net funds (after expenses) raised in any capital raising transaction by Signing Day Sports will be paid to Swifty (to the extent not already loaned to Swifty) as an additional break-up fee and any loans by Signing Day Sports of amounts raised to Swifty will be forgiven.
Advisors to the transaction include Maxim Group LLC, which is serving as exclusive financial advisor to Swifty. Lucosky Brookman LLP is serving as counsel to Swifty. Bevilacqua PLLC is serving as counsel to Signing Day Sports.
A copy of the Term Sheet will be filed as an exhibit to a current report on Form 8-K to be filed by Signing Day Sports with the U.S. Securities and Exchange Commission (“SEC”) on or about the date of this press release. All parties desiring details regarding the terms and conditions of the proposed business combination are urged to review that Form 8-K and the exhibits attached thereto, which will be available at the SEC’s website at sec.gov.
For further information about Signing Day Sports and Swifty, please see their communication channels listed below:
Website: https://swifty.global
X: @swiftyglobal
Telegram: @swiftyglobal
Email: [email protected]
Website: https://signingdaysports.com
Ecommerce Website: https://signingdayshop.com
Investor Relations Website: https://ir.signingdaysports.com
X: @sdsports
Email: [email protected]
Forward-Looking Statements
This press release contains “forward-looking statements” that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by the use of words such as “may,” “could,” “will,” “should,” “would,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “project” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, including without limitation, the Company’s ability to complete the acquisition of Swifty and integrate its business, the ability of the Company, the sellers and Swifty to enter into definitive stock purchase agreement(s), obtain all necessary consents and approvals in connection with the acquisition, obtain NYSE American clearance of a new initial listing application in connection with the acquisition, obtain shareholder approval of the matters to be voted on at the shareholders’ meeting described in the press release, obtain sufficient funding to maintain operations and develop additional services and offerings, market acceptance of the Company’s current products and services and planned offerings, competition from existing online and retail offerings or new offerings that may emerge, impacts from strategic changes to the Company’s business on its net sales, revenues, income from continuing operations, or other results of operations, the Company’s ability to attract new users and customers, increase the rate of subscription renewals, and slow the rate of user attrition, the Company’s ability to retain or obtain intellectual property rights, the Company’s ability to adequately support future growth, the Company’s ability to comply with user data privacy laws and other current or anticipated legal requirements, and the Company’s ability to attract and retain key personnel to manage its business effectively. These risks, uncertainties and other factors are described more fully in the section titled “Risk Factors” in the Company’s periodic reports which are filed with the Securities and Exchange Commission. These risks, uncertainties and other factors are, in some cases, beyond our control and could materially affect results. If one or more of these risks, uncertainties or other factors become applicable, or if our underlying assumptions prove to be incorrect, actual events or results may vary significantly from those implied or projected by the forward-looking statements. No forward-looking statement is a guarantee of future performance. Forward-looking statements contained in this announcement are made as of this date, and the Company undertakes no duty to update such information except as required under applicable law.
SOFTSWISS, a leading software supplier in the iGaming industry, has announced the launch of its private Bug Bounty Program to boost cybersecurity. The program invites white hat hackers and independent security researchers to identify vulnerabilities, offering rewards for their findings and ensuring the highest level of security for SOFTSWISS clients.
To ensure that only significant cases that meet specific requirements are reported, SOFTSWISS launched a private program with invitation-only access. Invitation-only programs encourage white hat hackers to pay close attention to their terms and requirements, resulting in higher-quality reports. While public programs can offer broader perspectives but tend to generate more irrelevant reports, the private launch ensures that the focus remains on critical security issues.
The Bug Bounty Program offers financial incentives of up to 3,500 euro, depending on the severity and complexity of the discovered vulnerabilities. This program serves as an additional layer of defence, providing external, unbiased assessments from highly skilled security experts.
“We care about the security of our clients and their players, which is why it is important for us not only to pay close attention to protecting the products we develop but also to constantly recheck our applications with the help of skilled external experts and enthusiasts. In collaboration with the expert community, we can ensure a reliable level of data protection and uninterrupted operations for all our clients,” said Evgeny Zaretskov, Group Chief Information Security Officer at SOFTSWISS. “SOFTSWISS is proud to set a new standard for cybersecurity by leveraging crowdsourced expertise. In this ever-evolving landscape, even a minor bug can lead to significant losses for operators. The Bug Bounty Program is an extra measure to protect our existing and future clients.”
The program has started with two products: the SOFTSWISS Casino Platform and the SOFTSWISS Sportsbook. It is conducted in a dedicated test environment, which operates independently of live casino systems, ensuring no disruption to player experience or platform performance.
“Cybersecurity is an ongoing battle,” adds Artyom Buchkov, Deputy CSO. “No company can discover all vulnerabilities on its own. This program enables talented hackers to legally hack an online casino, helping us anticipate and defend against potential threats. It strengthens our commitment to providing the most secure software and platforms in the iGaming industry.”
Moving forward, the SOFTSWISS cybersecurity team plans to broaden the frames, adding more products and refining requirements to maintain the highest standards of security across all platforms.
Cybersecurity in iGaming, along with other key topics in the industry, can be discussed with our specialists and product teams at the SBC Summit Lisbon at stand B-160 from 24 to 26 September.
About SOFTSWISS
SOFTSWISS is an international technology company with over 15 years of experience in developing innovative solutions for the iGaming industry. SOFTSWISS holds a number of gaming licences and provides comprehensive software for managing iGaming projects. The company’s product portfolio includes the Online Casino Platform, the Game Aggregator with over 23,500 casino games, the Affilka affiliate Platform, the Sportsbook Software and the Jackpot Aggregator. In 2013, SOFTSWISS revolutionised the industry by introducing the world’s first Bitcoin-optimised online casino solution. The expert team, based in Malta, Poland, and Georgia, counts over 2,000 employees.
The post SOFTSWISS Launches Bug Bounty Program to “Hack the System” appeared first on European Gaming Industry News.
Cutting-edge game studio Peter & Sons is about to unleash hell. The Barcelona-based outfit’s diabolical new slot, Evil Devil, will be released globally on 19th September, and it comes packed with wickedly innovative mechanics, such as sticky respins, power splits, increasing multipliers, and a thrilling Free Spins Game with a possible buy option.
This 6×7 high-volatility video slot with up to 117,649 ways to win immerses players in a cartoonish hellscape presided over by the fiery lord Satan Sama. With a devilish surf guitar soundtrack and chaotic but gripping gameplay, there’s nothing else quite like it on the market.
Winning combinations in the base game trigger the sticky respin feature, causing winning symbols to stick in place while the non-winning symbols respin. Wild symbols can appear on reels 2 to 6, increasing the chances of forming winning combinations.
But all hell breaks loose when 4 to 6 scatter symbols land on the reels, awarding 15 to 20 Free Spins. Here, winning symbols stick to their positions, triggering a respin of the non-winning symbols.
Collecting three or more skull symbols during Free Spins triggers a random multiplier. Meanwhile, power splits can randomly occur during the first respin, converting winning symbols into wilds, enhancing the chances for some big payouts.
Can’t wait to hit the bonus feature? The good news is you can buy straight into the Free Spins game for 100x the bet, instantly accessing 15 to 20 random free spins and the game’s most thrilling features.
Yann Bautista, Commercial Director and Founder at Peter & Sons said: “We’re always looking to push boundaries in everything we do, and we like to let our artists’ imaginations run wild. Too often with online slots you see the same tired themes and clichés. We think Evil Devil is an avant garde masterpiece – but it’s underpinned by solid mechanics and brilliant features.”
The post Peter & Sons’ Unleashes ‘Evil Devil’ Slot appeared first on European Gaming Industry News.
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