The company also raised £1.24 million through a subscription of 8.8 million new ordinary shares.
Oddsen.nu has been operating for over 20 years in its home market of Norway. Oddsen connects publishers with affiliate programs that allow them to promote sports book gambling-related offers.
Its operations include producing media content covering a wide range of sports news, sport events, analysis and forecasts, which it then publishes on its website Oddsen.nu. Oddsen.nu also offers a major forum, where end users can discuss sports betting related events 24-7 and has generated winning odds tips for its visitor for a number of years, free of charge.
The aggregate consideration for the Acquisition of approximately €4.37 million (approximately £3.77 million) will be satisfied by the issue of 19.965 million new Ordinary Shares, plus initial cash consideration of €600,000 on completion of the Acquisition, to be satisfied from net proceeds of the Subscription.
Based on the closing mid-market price per Ordinary Share on 29 September 2021, the latest practicable date prior to this announcement, the value of the Consideration Shares is approximately £2.35 million. A further cash payment of €1.05 million will be paid on or before 31 March 2022.
B90 Holdings may, at its discretion, satisfy the deferred consideration of €1.05 million by the allotment and issue of new Ordinary Shares, with such number of shares to be calculated by reference to the volume-weighted average closing price per Ordinary Share over the five business days immediately preceding the date of allotment.
The Consideration Shares will rank pari passu in all respects with the existing Ordinary Shares. The Vendor has agreed to a lock-in period in relation to the Consideration Shares of twelve months following completion of the Acquisition and an orderly market provision for 12 months thereafter. During the lock-in period, the Vendor cannot sell, transfer or otherwise dispose of, or create any encumbrance over, any of the Consideration Shares (or any interest in them), or enter into any agreement to do so.
Commenting on the Acquisition, Paul Duffen, Executive Chairman, said: “The acquisition of Oddsen continues the transformation of our business. Coupled with the fundraise, which gives a strong indication of the support that our stakeholders have for our growth strategy, our business now has a real operational and financial platform from which to grow.
“This transaction adds a valuable new domain to our online real estate; increases our affiliate marketing capability; and takes our operations into Norway, which is an attractive, stable and well-established market for sports betting. We believe that the acquisition is an important step into owning proprietary software and taking control over valuable parts of the value chain in our industry. We consider it a strategic acquisition that can be used as a platform to be rolled out in other markets as well.”