Betsson AB (publ) (”Betsson”) has today, following receipt of necessary regulatory approvals, completed the previously announced acquisition of Oranje Casino (http://www.oranjecasino.com/) and Kroon Casino (http://www.krooncasino.com/), through acquisition of the holding company Class One Holding Ltd, (“Oranje and Kroon”). Betsson has acquired all shares in Oranje and Kroon by payment of a consideration of EUR 100 million consisting partly of cash and partly of a new issue of 2 563 028 shares of series B (“B Shares”). In addition Betsson pays EUR 2.3 million for acquired cash and cash equivalents and acquired net income.
As previously announced an additional purchase price in cash, based on the outcome of the anticipated re-regulation in Holland, may be paid. Such additional purchase price, if any, will amount to a maximum of EUR 45 million, which implies that the total maximum purchase price (without adjustments for change in market price for delivered Betsson shares) is EUR 145 million. Betsson expects to pay EUR 30 million in additional purchase price, implying a total purchase price of EUR 130 million.
As a result of the acquisition consideration being partially paid by way of own shares, the board of directors has today resolved, in accordance with the authorization from the annual shareholders’ meeting on May 8th, 2013, to issue no more than 2 563 028 new B Shares against subscription in kind, whereby the share capital of Betsson will increase by SEK 5,126,056 from SEK 87,912,254 to SEK 93,038,310.
In connection with the acquisition an external loan of EUR 78 million was engaged. EUR 35.3 million thereof will be used to refinance the acquisition of NGG and the rest will be used for the acquisition of Class One Holding Ltd. The facility will be repaid at an appropriate rate which considers the company’s dividend policy. On top of the utilized facility, Betsson has an additional credit facility of EUR 12 million to be used when needed.
Only the sellers of Oranje and Kroon have been entitled to subscribe for the new B Shares, with a right and obligation to pay for the new B Shares by transfer of shares in Class One Holding Ltd. All newly issued B Shares have been subscribed for and allotted. The estimated value of the assets contributed in kind corresponds to a subscription price of approximately SEK 207 per common share, corresponding to the volume-weighted average share price for the Betsson share during the last 5 trading days up until and including February 28th, 2014.
The new shares will be admitted to trading on NASDAQ OMX Stockholm during the current week. The sellers are committed to certain restrictions regarding the transfer of the newly issued Series B shares, including not selling part of the shares for six or twelve months.
The issue in kind means that the number of shares in Betsson increases from 43 956 127 (5 420 000 shares of series A, 38 014 427 shares of series B and 521 700 shares of series C) to 46 519 155 (5 420 000 shares of series A, 40 577 455 shares of series B and 521 700 shares of series C). The number of votes in Betsson increases from 92 736 127 to 95 299 155.
Pursuant to the execution of the incentive scheme for key employees resolved at the Extraordinary General Meeting held 14 November 2011 additional 1 424 B-shares were issued. These are included in the totals above and increased the outstanding number of B-shares to 43 956 127.
Betsson expects that the acquisition will contribute positively to Betsson’s financial result from this day, the 4th of March 2014, and onwards.
For further information, please contact:
Magnus Silfverberg, CEO and President Betsson AB (publ), phone: +46 (0)8 506 403 00 or firstname.lastname@example.org.
This type of information Betsson is required to disclose under the Securities Market Act and/or the Trading in Financial Instruments. The information was published on Tuesday, 4 March 2014, at 3:30 PM.
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