Kindred Group announced on 2 July 2021 that it had entered into an agreement to acquire the remaining 66.6 per cent of the outstanding shares in Relax Gaming. Relax Gaming is a B2B iGaming software supplier that designs and develops online casino games, supported by an open distribution platform for third-party aggregation as well as proprietary poker and bingo products. Relax Gaming was founded in 2010 and has today c. 240 full-time employees with four main hubs in Malta, Estonia, Sweden and Serbia. Kindred has been invested in Relax Gaming since 2013 and was prior to the transaction the largest owner with 33.4 per cent of the outstanding shares.
The acquisition accelerates Kindred’s strategy to increase its focus on product and customer experience by strengthening Kindred’s product control and product differentiation capabilities. The acquisition is expected to generate annual run-rate synergies of EUR 8 million within the next three years for the Group, driven especially by lower investment needs and reduced cost of sales.
In order to secure the continued integrity of Relax Gaming’s B2B customers, Kindred’s intention is to keep Relax Gaming as an independent entity within the Group with a separate management team and Board of Directors. Patrik Österåker, the co-founder of Relax Gaming, will remain as the Chairman of the Board. Kindred’s ambition is to continue to invest in Relax Gaming to cement its position as a leading B2B iGaming supplier by further strengthening Relax Gaming’s product offering and by broadening their B2B customer base.
In conjunction with the completion of the transaction, all existing employee share option programmes in Relax Gaming have been exercised, and Relax Gaming’s management, who is committed to the future success of the company, retains ownership of seven per cent of the total fully diluted shares in the company. Kindred’s ownership in Relax Gaming after the transaction is 93 per cent of the total fully diluted shares.
The transaction values Relax Gaming at up to €320m (£274m,/$372m) on a cash and debt-free basis (Enterprise value) and a total value of the outstanding shares of approximately EUR 295 million (Equity value). The initial consideration for the remaining outstanding share of approximately EUR 80 million (on a cash and debt-free basis) has been settled in cash. In addition to the initial consideration, the maximum earn-out payments amount to EUR 113 million and may become payable in 2022 and 2023, subject to Relax Gaming achieving certain earnings thresholds.