NeoGames is offering to acquire all the outstanding shares of Aspire Global through a combination of cash for 50% of Aspire Global shares at a price of SEK 111 per share, and equity consideration for the remaining 50% of Aspire Global’s shares consisting of 7.6 million newly-issued shares in NeoGames (equal to an exchange ratio of 0.32 shares in NeoGames per one share in Aspire Global). The exchange ratio was determined based on a $38.01 per share price for NeoGames and a SEK 111.00 per share price for Aspire Global. Newly issued NeoGames shares will be delivered in the form of Swedish depository receipts (the “Offer”).
Aspire Global shareholders who in the aggregate own 67.0% of Aspire Global’s outstanding shares have irrevocably elected to accept the Offer and will elect to receive up to 100% of the 7.6 million offered NeoGames shares, as their consideration (subject to proration), which enables all other Aspire Global shareholders to elect all cash if they desire to do so. A committee of independent Aspire Global directors has unanimously recommended to Aspire shareholders to accept the offer and to elect to receive full cash consideration.
“We are thrilled to announce this highly strategic transaction. Our objective in combining our two companies is to create a leading global provider in interactive content, proprietary technology and operations across all elements of iLottery, online sports betting and iGaming verticals,” said Moti Malul, Chief Executive of NeoGames. “By integrating our market-leading platform and scalable position within the rapidly expanding global iLottery market, with Aspire Global’s proprietary sports betting platform, BtoBet; its iGaming content and aggregation platform, Pariplay; and its proprietary content and turn-key B2B Gaming solutions, NeoGames will be positioned to significantly increase our addressable market opportunities.”
“As we have shared previously, we embarked on a process to identify external growth opportunities in areas we thought could solidify our standing as a leader in providing digital solutions to lotteries globally. As more and more lotteries globally converge into additional gaming verticals such as online sports betting and iGaming operations, the ability to provide a wide range of products, combined with experience in their operations, is becoming increasingly important. We are confident this transaction will grow shareholder value and we consider the more than 30% accretion in the nine-month historical pro forma combined adjusted earnings before taxes a good first financial indicator of the potential of a combination,” continued Malul.
“In recent years Aspire Global has had an amazing journey. We have seen substantial organic growth supplemented by value creating acquisitions. This transaction is the natural next step for our company, as we further enhance our scale and competitive position across all business lines,” said Tsachi Maimon, Chief Executive Officer of Aspire Global. “The objective of the combination is to generate significant long-term value for both sets of shareholders, by synergistically capitalizing on the key strengths of our two platforms and positioning them both for expansion in new and existing markets. We believe that the irrevocable commitment by a significant portion of our shareholders to elect to receive the entirety of the equity component of the deal, subject to proration, suggests strong conviction in the future of the two companies. Not only is this a strategic fit, it is also a strong cultural fit, as significant parts of both management teams worked together extensively during NeoGames’ inception.”