Parimatch Tech Restructures the Leadership Model: One CEO, Two Deputy CEOs

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Gaming Innovation Group Inc. signed a share purchase agreement (“SPA”) to acquire the iGaming company Sportnco Gaming SAS on December 22, 2021. GiG has received the necessary approvals from relevant authorities and GiG’s Board of Directors has decided to complete the acquisition, below to issue new shares to the shareholders of Sportnco and to SkyCity Entertainment Group Limited (“SkyCity”).

GiG acquires 100% of the shares in Sportnco Gaming SAS for a purchase price of EUR 51.37 million, of which EUR 27.87 million was paid in cash and EUR 23.50 million in 12,623,400 new shares in GiG at a share price of 18.08 NOK, corresponding to VWAP of the GiG share during the last ten days of trading. In addition, Sportnco will retain EUR 18.63 million of its existing long-term loans.

GiG also entered into an agreement with SkyCity in December 2021, where SkyCity will invest EUR 25 million in GiG through a directed new issue of NOK 18.00 per share, corresponding to 13,487,500 new GiG shares, which will finance the majority of the cash consideration to Sportnco shareholders.

GiG issues 26,110,900 new shares to the shareholders in Sportnco and SkyCity, which increases the number of outstanding shares from 96,675,626 to 122,786,526. The shares issued to the shareholders in Sportnco are subject to a 6-month suspension period.

Sportnco has 84 shareholders, the largest of which is its CEO and founder Hervé Schlosser (15.6%), Olivier Marchal, CEO of Bain & Co France (9.1%) and BNP Paribas Développment (6.6%), and these will hold 1.60%, 0.93% and 0.67% respectively in GiG. SkyCity will hold 10.98% in GiG.

In addition, Sportnco’s shareholders are entitled to a two-year additional purchase consideration based on the results in 2022 and 2023 of up to EUR 11.5 million per year. The additional purchase price will be paid out with 50% cash and 50% in new shares in GiG, where the number of shares to be issued will be based on a 10-day VWAP of the GiG share at the time of payment, expected in April 2023 and April 2024. To retain key personnel in Sportnco, a 3-year option program will also be entered into, where the option holders, pending continued employment, will receive shares in GiG at a future VWAP valuation up to a total total value of EUR 4 million.

The merged entity

Sportnco is one of the leading platform providers of turnkey betting and gaming solutions for operators in regulated markets through its in-house developed sportsbook and PAM. The merged company will strengthen and strengthen GiG’s position as one of the industry-leading platforms and media providers with innovative and proprietary products and create one of the largest and fastest growing providers in regulated iGaming with an unmatched regulated geographical footprint.

Sportnco has an international presence and operates as a leading B2B provider in France and Spain and is active in other European jurisdictions such as Belgium, Portugal and Greece, as well as in several high-growing Latin American markets and is well positioned to enter the leading American sports book. states. Sportnco’s geographical presence complements GiG’s current offering to a great extent and together GiG and Sportnco will be licensed in 25 markets, currently with approximately 55 customers. Through the acquisition, GiG has increased both short- and long-term addressable markets in a meaningful way. Sportnco’s tier 1 sports book product is strong, and the acquisition is expected to create attractive commercial, operational and technical synergies, as well as enable cost savings and accelerated growth.

The merged company will have increased profitability, value proposition with ever-increasing growth prospects and further diversification of revenues and geographical reach.

Sight

With the acquisition of Sportnco, GiG strengthens its position in the platform and sports segments in the iGaming industry and will have more opportunities in the future by expanding its product portfolio, which is driving towards a profitable and cash-generating business segment. GiG’s Media Services has seen a strong performance over the past two years, delivering high growth levels, increased diversity of revenues and healthy cash flows. For the full year 2022, the combined operations should generate revenues of EUR 87-93 million with an EBITDA of EUR 30-35 million. The Board will have a strong focus on the overall operations, including the integration of Sportnco after the merger, and will continue to look at possible strategic alternatives to increase shareholder value in the future.

Richard Brown, CEO of GiG said: “It is with enormous excitement that we now step into the next chapter in GiG’s history. The team at Sportnco has built up a huge business, one that greatly complements GIG’s offering both in terms of product but also addressable market growth, and now the work begins to realize the truly existing growth opportunities that the company acquisition can strive for. We welcome both the owners of Sportnco & SkyCity as shareholders and the staff at Sportnco to the GiG organization and are now moving forward with full focus on the implementation of the integration plan after the merger. ”

Hervé Schlosser, CEO and founder of Sportnco, said “Together with all the teams and shareholders who have built up the successes for Sportnco and Tecnalis, we are extremely proud of the journey we have made since 2008, and of our integration into the GIG group today. I look forward to opening this new chapter as I am convinced that together we will offer stronger technical solutions for our customers in the rapidly growing regulated markets. ”

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