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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).
Emerging Poker Styles
Exploring Every Poker Variation: A Complete Guide to the Game’s Endless Possibilities
Poker, a game often hailed as a test of skill and strategy, is available today in new formats and variants. Although the essence of the game remains intact, the dynamics shift frequently because of these innovations.
New versions mean unique gameplay, challenges, and strategies. Many players quickly adapted to the latest poker games, but some felt overwhelmed with new rules and styles.
If you’re a poker fan, stay tuned. Here, you’ll learn about all available poker game variations and emerging trends to become the master of this classic card game.
Classic Poker Variations That Stood the Test of Time
Nothing can beat the charm of classic poker games. You’ll easily find these game variations on every online and offline casino table.
Texas Hold’em
This most popular poker game is the crown of classic card games. Whether playing at a live VIP table or in tournaments, Texas Hold’em is available in both formats. With its emphasis on strategy, dodging bluffs, and analyzing opponents, this high-intensity card game keeps the players hooked throughout the gameplay. Players must make two private cards and five community cards to build the best hand.
Omaha
A closer relative to Texas Hold’em, this game requires using two hole cards and three community cards to form a hand. It’s a more challenging and rewarding version for pro poker players.
Seven-Card Stud
This was the go-to poker game before Texas Hold’em took center stage. During seven-card stud gameplay, players receive face-up and face-down cards. This game requires sharp memory and observation skills to show the A-game. Its methodical pace appeals to players who value skill over chance.
Five-Card Draw
Many beginners start their poker gaming journey by playing a five-card draw game. This version is like a training session where players aim to improve their hands by exchanging cards. Though simple, it still requires strategic decision-making. The game is also a top choice in casual gatherings.
Emerging Poker Styles Gaining Popularity
Poker has a deep history of offering varied styles to impress beginners and seasoned players. Check out three innovative poker styles that gained popularity by providing fresh challenges to skilled players.
-
Short Deck Hold’em:
This variation uses a smaller deck, removing cards ranked 2 to 5. As a result, players encounter more high-ranking hands. This format leads to unpredictable and action-packed gaming sessions.
-
Pineapple Poker:
Players start with three-hole cards in this quirky twist but must discard one after the flop. This added layer of strategy makes it both fun and engaging.
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Open-Face ChinesePoker:
Unlike a traditional poker game, this one focuses on arranging the cards in three hands: two of five cards and one of three cards. Hand rankings and bonuses for specific combinations are used to score.
Regional Poker Variations and Their Unique Rules
Poker’s global reach also led to fascinating regional adaptations.
In Asia, Pai Gow Poker merges aspects of Chinese dominoes with the traditional poker game. Players vie against the dealer to create the most advantageous high and low hands. However, a widely embraced Asian variant is Badugi. Badugi requires players to assemble the lowest possible hand using cards from different suits.
Although both games stem from a shared heritage, they provide unique experiences that resonate with broader audiences. This diversity in gameplay addresses the differing preferences among poker lovers.
Next, European adaptations also bring their flair to the table. Irish Poker combines aspects of Texas Hold’em and Omaha. This regional version offers players four-hole cards but requires them to discard two after the flop. Meanwhile, European Stud Poker replaces blinds with antes, emphasizing skill over luck.
Hands-down, these variations highlight poker’s versatility and the game’s adaptability to various gaming cultures.
Understanding the Appeal of Poker Tournaments
The variety of formats in poker tournaments is an appealing aspect of the card game. From casual games to marathon-style multi-table tournaments, there is something for every player’s skill level and schedule.
Online platforms gave more open access to participate in these challenging tourneys and win big. Pro poker players from anywhere across the globe can join these exclusive events without ever raising their heads from a couch. Moreover, tournaments like the World Series of Poker (WSOP) offer a chance to go head-on with more talented players globally.
Quick Tips to Master the Popular Poker Variations
While the rules of poker may vary, the principles of success remain the same. To win, start by focusing on one variation and mastering its nuances. For example, understanding pot odds and positional advantages in Texas Hold ’em can significantly improve your game.
Another crucial aspect is bankroll management. Ensure you set a gambling limit and stick to it if you’re on a losing streak. Additionally, look for valuable insights and strategies on online forums.
FAQs
- What is the easiest poker game for beginners?
Texas Hold’em is an ideal poker game for newcomers due to its simple gameplay.
- Are poker tournaments only for professionals?
Not at all. Many tournaments cater to amateurs, with lower buy-ins and more casual settings.
- How do you choose the right poker variation to play?
Before playing the game, consider your skill level and risk tolerance. Further, consider whether you like more strategic gameplay or fast-paced action.
- Are regional poker variations harder to learn?
Not always. Once you understand basic poker principles, learning regional variations is relatively easy.
Wrapping It Up
Poker’s diversity is what makes the game so enduring worldwide. New formats and distinct gameplay can significantly improve the experience.
Whether you’re a professional player or even if you wish to enjoy the game casually, there’s a version to suit anyone’s gaming style. With a thorough understanding of the game’s rules and practice, you’ll thoroughly enjoy the game at its peak while beating the opponent more often.
The post Exploring Every Poker Variation: A Complete Guide to the Game’s Endless Possibilities appeared first on Gaming and Gambling Industry in the Americas.
BMM Testlabs
BMM Testlabs Earns Accreditation in Maranhão, Brazil To Test Fixed Odds Betting Systems and Lottery Platforms
BMM Testlabs, the world’s original gaming test lab renowned for exceptional product compliance and testing services, today announced its official accreditation to test systems and games for the Brazilian state of Maranhão.
This new accreditation allows BMM Testlabs to test fixed-odds betting systems and lottery platforms for the Maranhão market. The Company is now authorized in every Brazilian jurisdiction that has regulated at state-level online fixed-odds betting.
The Maranhão accreditation, issued by Maranhão Parcerias SA (MAPA/LOTEMA), authorizes BMM Testlabs to work with lottery operators in the state to ensure compliance and quality standards for the gaming and lottery industry through end-to-end product compliance testing for Maranhão’s standards.
Additionally, Brazil’s Secretaria de Prêmios e Apostas has federally authorized BMM Testlabs to test betting systems, live gaming studios, and online games used by fixed-odds betting operators.
BMM Testlabs’ Marzia Turrini, President of iGaming & Cybersecurity, said, “We are excited and deeply honored that the State of Maranhão’s official lottery has entrusted BMM Testlabs with the responsibility of testing products for their new online fixed odds betting program, knowing that we’ll do so with the highest levels of impartiality, technical expertise, transparency, efficiency, and, most of all, integrity.”
With the Maranhão accreditation, BMM Testlabs solidifies its position as the leading independent test lab in Brazil. BMM Testlabs is accredited in all jurisdictions that have authorized fixed-odds betting for online gaming and sports betting.
BMM Testlabs brings 44 years of global leadership in product compliance across regulated markets and is trusted by games, systems, and lottery manufacturers, suppliers, developers, and regulators worldwide.
In addition to product compliance testing, BMM Testlabs provides end-to-end cybersecurity protection solutions. Through its sister company, RG24seven Virtual Training, BMM also offers compliance-grade virtual training on responsible gaming, anti-money laundering, and other important topics – presented by industry experts and available in English, Spanish, and Portuguese.
The post BMM Testlabs Earns Accreditation in Maranhão, Brazil To Test Fixed Odds Betting Systems and Lottery Platforms appeared first on Gaming and Gambling Industry in the Americas.
Conferences
Meridianbet CEO Showcases GMGI’s $163M FY2024 Revenue, USA & Brazil Entry at ICR 2025 Conference
In a packed room at the prestigious ICR 2025 Conference held in Orlando, FL, Zoran Milosevic, CEO of Meridianbet, captivated the audience of elite investors with GMGI’s remarkable growth story and series of strategic market entries that position the company for significant value creation in 2025 and beyond. The company also led the conference with the highest number of one-on-one investor meetings, signaling strong interest in its growth trajectory.
The world-class event, also known as the financial market Super Bowl, is recognized as the planet’s premier small and medium-cap conference for US listed companies. It brought together over 3,000 attendees, including institutional investors, sell-side analysts, investment bankers, and private equity professionals.
This builds on the success at the 2024 Citi Global TMT Conference, when the company shared insights alongside industry giants like DraftKings, FanDuel, and IBM.
61% Year-Over-Year Growth Positions GMGI as Gaming Industry Leader
The world’s elite investment audience found out a compelling history of growth: GMGI’s preliminary FY 2024 revenue surged 61% year-over-year to $150 million, with pro forma consolidated revenue reaching $163 million.
This exceptional growth trajectory, driven by strategic market expansions and technological innovation, showcases GMGI’s emerging dominance in the global gaming landscape.
Brazil: A Game-Changing Market Entry
In what could prove to be a transformative catalyst, Meridianbet secured a coveted federal license in Brazil – a market projected to reach $2.5-4 billion annually. With instant access to over 100 million potential customers across all 26 states, this strategic move positions GMGI to capture substantial market share in one of the world’s most lucrative gaming opportunities.
North American Expansion Accelerates
The Group’s momentum in North America exemplifies its multi-market growth strategy:
- Strategic entry into the rapidly expanding U.S. sweepstakes gaming market, leveraging proprietary content from Expanse Studios
- Pending gaming license in Ontario, Canada’s largest regulated market
- Deployment of AI-driven gaming solutions to maximize player engagement and retention
GMGI’s Unified Ecosystem: A Competitive Moat
Meridianbet CEO showcased how the Group’s six synergistic companies create a formidable competitive advantage, presenting to investors a unique ecosystem:
- Meridianbet’s presence in 18 regulated jurisdictions, powered by 1,200+ employees including 100 software engineers
- Expanse Studios’ proprietary game development driving high-margin revenue lowering the reliance on third-party content
- Strategic assets across key growth markets: Mexplay in South America, Rkings in the UK, and Classics for a Cause in Australia
2025: Multiple Growth Catalysts Ahead
The confluence of strategic initiatives positions GMGI for accelerated growth:
- Brazil market ramp-up expected to drive substantial revenue expansion
- Proprietary AI technology deployment enhancing player monetization
- First-mover advantages in newly regulated markets
- Continued margin expansion through operational efficiencies
For investors seeking exposure to the explosive growth in global gaming, GMGI represents a unique opportunity: a proven operator with proprietary technology, multiple growth vectors, and strategic positioning in the world’s most promising gaming markets.
The post Meridianbet CEO Showcases GMGI’s $163M FY2024 Revenue, USA & Brazil Entry at ICR 2025 Conference appeared first on Gaming and Gambling Industry in the Americas.
Exploring Every Poker Variation: A Complete Guide to the Game’s Endless Possibilities
BMM Testlabs Earns Accreditation in Maranhão, Brazil To Test Fixed Odds Betting Systems and Lottery Platforms
Meridianbet CEO Showcases GMGI’s $163M FY2024 Revenue, USA & Brazil Entry at ICR 2025 Conference
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