iLottery solutions and services company NeoGames has made a bid to acquire supplier of gaming solutions Aspire Global for SEK 111 ($12.22) per share, according to a statement provided by Aspire on Tuesday. This values Aspire Global in between $500 million and $600 million.
On January 17, 2022, a public tender offer was made by NoeGames to the shareholders of Aspire Global “to tender all their shares in the company to NeoGames” for a consideration consisting of a combination of both cash and newly issued shares in NeoGames in the form of Swedish depository receipts.
Aspire Global’s main shareholders, who in aggregate own shares corresponding to 66.96% of all shares and votes in Aspire, have entered into “irrevocable undertakings” that enable the other shareholders to tender their shares to NeoGames and receive 100% cash consideration corresponding to SEK 111 per share.
A newly-formed independent Bid Committee of Aspire Global “unanimously recommends” the shareholders of the company to accept the alternative of SEK 111 per share. Shareholders who have a preference to receive shares in NeoGames may elect to receive such shares under the Base Case Alternative.
This alternative offers each shareholder in Aspire Global, in respect of 50% of the number of shares tendered by the shareholder, SEK 111 in cash per share, and in respect of the remaining 50% of shares, 0.320 shares in NeoGames per Aspire Global share in the form of Swedish depository receipts.
As part of this alternative, NeoGames offers shareholders a “mix & match facility,” whereby each shareholder in Aspire Global may elect to receive as much cash consideration as possible, or as much share consideration as possible for their Aspire Global shares.
The Bid Committee, formed by independent directors Carl Klingberg and Fredrik Burval, has appointed Oakvale Capital LLP as financial advisor while Öhrlings PricewaterhouseCoopers AB (PwC) has been retained for purposes of issuing a fairness opinion in relation to the offer. PwC believes the offer is “fair from a financial point of view.”
“The combined company will be led and supported by the market-leading capabilities of an experienced, joint management team,” said NeoGames in a statement. “Having worked together successfully in the past, NeoGames’ and Aspire Global’s management teams represent a strong cultural fit as each focuses on innovation and a customer-centric approach to their respective markets and products.”
“The organizational structure of Aspire Global has provided a robust platform for growth, therefore NeoGames intends to create a new iGaming division that will encompass the entire existing operations of Aspire Global to support and push for the continued growth of the iGaming and sports betting verticals, while benefiting from overarching synergies,” the company added.
Tashi Maimon, Aspire Global CEO.
The combined entity is expected to be led by Moti Malul, who will continue as CEO, and Raviv Adler as CFO of NeoGames. Tsachi Maimon, the CEO of Aspire Global, is expected to join NeoGames as President and lead the newly formed online gaming division. The current board of directors of NeoGames will remain in place.
NeoGames is expecting it will experience employee growth over time and is “not anticipating” significant redundancies in personnel. NeoGames plans to maintain separate business lines across products much as it is currently organized, it further announced.
“Aspire Global is a high quality, leading supplier with a one-stop shop in the regulated gaming industry,” said Tsachi Maimon, Aspire Global’s CEO. “Following the acquisition of Btobet, Pariplay, the recent investment in bingo, and the divestment of the B2C division, and now this potential merger with NeoGames, we will create a leading global supplier for the entirety of the iGaming and iLottery space overnight.”
The deal will gain NeoGames access to Aspire’s proprietary products and managed services offering, plus access to regulated markets in Europe, Latin America and Africa. Meanwhile, Aspire Global will have an opportunity to accelerate its US entry plans.
“This is a highly strategic and transformational transaction for NeoGames that represents perhaps one of the more important milestones for us as a company,” added Moti Malul, NeoGames CEO. “We believe that the combination of our two very successful companies will create a leading global provider across all forms of online lottery, sports betting, and gaming that would have significant global active presence in many key markets.”