Group Acquires

Handshake Partnership Agreement Group Limited ( Group), a provider of player acquisition services for the regulated global online gambling industry, today announced it has acquired NDC Media, publisher of (BonusFinder) and related assets, a high-growth, high-margin, pure-play performance marketing business focused primarily on the online gambling industry in North America.

The acquisition of BonusFinder supports Group’s overarching growth strategy of rapidly expanding its North American footprint and is expected to be immediately accretive. BonusFinder publishes online portals which help consumers find and compare bonuses for online sportsbooks and casinos, the same fundamental business model as Group. Canada is currently BonusFinder’s largest market, strategically positioning the Group for the expected expansion of the regulated online gambling market, beginning with the province of Ontario. BonusFinder also has traction in the United States, where the Group expects to be able to accelerate their growth in the coming years.

“Over the past five years, Fintan Costello and his team have developed a professional, industry-leading, performance marketing business with a customer-centric and brand-driven approach,” said Charles Gillespie, Chief Executive Officer of Group. “The acquisition of BonusFinder gives Group additional scale in the North American online gambling market. BonusFinder’s strong presence in Canada is expected to drive increased market share for the Group ahead of the anticipated Ontario online sports betting and iGaming market launch in April.”

Fintan Costello, Chairman of BonusFinder, added, “These organizations complement each other well as partners within the North American market. Group has demonstrated its leadership position within the online sports betting and iGaming industry, and its proprietary technologies and experience will provide BonusFinder with the tools to maximize growth in this exciting new era of North American regulation.”

Transaction Terms

Under the terms of the purchase agreement, Group paid an aggregate purchase price of EUR 12.5 million (USD 13.92 million), of which EUR 10 million (USD 11.14 million) was paid in cash (subject to adjustments for cash, working capital, and indebtedness, among other factors), and EUR 2.5 million (USD 2.86 million) in newly issued, unregistered ordinary shares1. The cash portion was funded with available cash on hand.

The selling shareholders may benefit from additional earnout payments based on financial performance in each of 2022 and 2023. According to the Group’s forecast, the total consideration, including purchase price paid at close and both earnout payments, is expected to be approximately EUR 41 million (USD 47 million). This total consideration implies a multiple of under 3.5 times expected 2023 revenue.

The maximum total consideration is up to EUR 60 million (USD 69 million), consisting of EUR 12.5 million (USD 13.92 million1) already paid at close and an earnout payment of up to EUR 19 million (USD 21.85 million) payable in 2023 as well as an additional earnout payment of up to EUR 28.5 million (USD 32.8 million) payable in 20242. Group has the option to pay up to 50% of each of the earnout payments in unregistered ordinary shares at its sole discretion.

The acquisition closed on January 31st, 2022, and will be consolidated into the Group Financial Statements from February 1st, 2022.

“We believe that the combination of these two complementary businesses is immediately accretive to our fiscal 2022 earnings and establishes a foundation for a leadership position in North America which will drive value creation for our shareholders,” said Gillespie. “We believe the deal structure provides an attractive risk/reward balance for the Group. The total consideration for the transaction will vary commensurately with the financial performance of the acquired business, guaranteeing an attractive acquisition multiple for the Group and tightly aligning the financial incentives of the newly combined businesses.”

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