MON, APR 12, 2021 09:05 CET
Evolution Gaming Group AB (publ) (“Evolution”) has entered into an agreement to acquire the entire issued share capital of Big Time Gaming Pty Ltd (“Big Time”) for a total consideration of up to EUR 450 million, payable in cash and Evolution shares (the “Transaction”).
Transaction highlights and strategic rationale
Big Time Gaming is thought to be the leader in online slots. Big Time Gaming titles include worldwide player favourites like Bonanza and Extra Chilli as well as the ground-breaking Game Mechanic Megaways™ which is incorporated in over 200 games from multiple providers.
“With the addition of Big Time Gaming to our portfolio of slot brands we strengthen our strategic position as the leading provider of digital casino games in the world. Big Time’s focus on innovation and creating unique playing experiences is a great fit with our culture and mind set at Evolution. We look forward to continuing our journey together.” – Jens von Bahr, chairman, Evolution
“Evolution and Big Time Gaming are both driven by innovation, hence the perfect match. A bright and entertaining future waits for our players.” – Nik Robinson, CEO, Big Time Gaming
Big Time Gaming revenue amounted to EUR 33 million with an EBITDA of EUR 29 million for the calendar year 2020. The transaction is estimated to contribute positively to 2021 EPS for the Evolution Group.
Consideration and financing
The total up-front consideration payable by Evolution in the Transaction is EUR 220 million. In addition, Evolution will pay earn out payments, based on Big Time Gaming’s EBITDA for the years 2022/23 and 2023/24, respectively. The earn-out payments will amount to a maximum of EUR 230 million, and become payable in 2023 and 2024, respectively.
The upfront consideration will be payable as to EUR 80 million in cash and the remainder in newly issued Evolution shares. The cash part of the upfront consideration will be paid, and the share part of the upfront consideration will be issued, at completion of the Transaction. The Evolution shares issued as part of the upfront consideration will be valued at a price equivalent to the volume weighted average price of the Evolution share on Nasdaq Stockholm during the period 23rd March – 7th April 2021 (an expected issue of 1,120,000 shares).
The earn out consideration will be payable 70% in cash and 30% in newly issued Evolution shares. The Evolution shares to be issued as part of the earn out consideration will be valued at a price equivalent to the volume weighted average price of the Evolution share on Nasdaq Stockholm at the time the earn out shares are issued.
Time plan
Completion of the Transaction is conditional upon receipt of regulatory approvals and is expected during Q2 2021.
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