n 24 June 2020, Evolution Gaming Group announced a recommended public offer to the shareholders of NetEnt to sell all their shares in the latter to Evolution in exchange for 0.1306 Evolution shares for each share in NetEnt. The offer includes both the unlisted shares of series A and shares of series B that are admitted to trading on Nasdaq Stockholm. The initial acceptance period for the offer, which commenced on 21 August 2020 and expires on 30 October 2020, is now extended up to and including 20 November 2020, Evolution stated in a press release Monday.
The offer is conditional upon, inter alia, the receipt of all necessary approvals from relevant authorities (including competition authorities), among others the Malta Competition and Consumer Affairs Authority (Office for Competition) and the UK Competition and Markets Authority (CMA).
The Malta Competition and Consumer Affairs Authority has on 29 September 2020 announced its approval of Evolution’s acquisition of NetEnt. The process at the CMA is still ongoing. Following customary pre-notification discussions with the authority —which were initiated shortly after the announcement of the offer— the CMA’s formal procedure was initiated on 22 September 2020. CMA’s process continues up to and including 16 November (the so-called phase 1), and, consequently, cannot be expected to be completed within the initial acceptance period for the offer.
As a result of the timing for the CMA process, the board of directors of Evolution has resolved to extend the acceptance period for the offer up to and including 20 November. Other than the extension of the acceptance period, the terms and conditions of the offer remain unchanged.
Assuming that the offer is declared unconditional no later than around 23 November 2020, the settlement is expected to commence around 1 December 2020. Evolution reserves the right to further extend the acceptance period for the offer and to postpone the settlement date.
By reason of the extended acceptance period, 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 extended their respective undertakings to accept the offer up to and including 20 November 2020. Other than the extension of the undertakings, the terms and conditions of the undertakings remain unchanged.
Evolution has engaged SEB Corporate Finance as financial adviser and Gernandt & Danielsson
Advokatbyrå as legal adviser in connection with the offer.