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Statement by the Board of Directors of LeoVegas in relation to the public offer from MGM
The Board of Directors of LeoVegas unanimously recommends the shareholders of LeoVegas to accept the public offer from MGM of SEK 61 in cash per share.
This statement is made by the Board of Directors[1] of LeoVegas AB (publ) (the “Company” or “LeoVegas”) pursuant to Rule II.19 of the Nasdaq Stockholm Takeover Rules (the “Takeover Rules”).
Background
MGM Casino Next Lion, LLC, a wholly owned indirect subsidiary of MGM Resorts International (“MGM”), has today announced a public offer to the shareholders of LeoVegas to transfer all of their shares in LeoVegas to MGM for a consideration of SEK 61 in cash per LeoVegas share (the “Offer”). The total value of the Offer corresponds to approximately SEK 5,957 million[2]. The price of SEK 61 per share in the Offer will not be increased.
The Offer represents a premium of:
· approximately 44.1 per cent compared to the closing price of SEK 42.32 of LeoVegas shares on Nasdaq Stockholm on 29 April 2022, which was the last trading day prior to the announcement of the Offer;
· approximately 57.6 per cent compared to the volume-weighted average trading price of SEK 38.70 of LeoVegas shares on Nasdaq Stockholm during the last 30 trading days prior to the announcement of the Offer; and
· approximately 76.5 per cent compared to the volume-weighted average trading price of SEK 34.56 of LeoVegas shares on Nasdaq Stockholm during the last 180 trading days prior to the announcement of the Offer.
The acceptance period for the Offer is expected to commence on or around 3 June 2022 and expire on or around 30 August 2022.
Completion of the Offer is conditional upon, inter alia, that the Offer is accepted to such an extent that MGM becomes the owner of shares representing more than 90 per cent of the outstanding shares in LeoVegas (on a fully diluted basis), as well as all regulatory, governmental or similar clearances, approvals and decisions necessary to complete the Offer, including approvals and clearances from competition authorities, being obtained, in each case on terms which, in MGM’s opinion, are acceptable. MGM has reserved the right to waive the conditions for completion of the Offer. The Offer is not conditional upon financing. MGM has stated that it will not increase the price of SEK 61 in the Offer. By this statement, MGM cannot, in accordance with the Takeover Rules, increase the price in the Offer.
The Board of Directors of LeoVegas has given consent to MGM to offer a management incentive plan for certain key employees of LeoVegas and notes that MGM has obtained a statement from the Swedish Securities Council (Sw. Aktiemarknadsnämnden) confirming that the proposed incentive plan is compatible with the Takeover Rules (Ruling 2022:16).
The Board of Directors of LeoVegas has, at the written request of MGM, permitted MGM to carry out a due diligence review of LeoVegas in connection with the preparation of the Offer. With the exception of information that was subsequently included in LeoVegas’ Q1 report for 2022, MGM has not been provided with any inside information regarding LeoVegas in connection with the due diligence review.
MGM has obtained irrevocable undertakings to accept the Offer from the Company’s largest shareholder and Chief Executive Officer, Gustaf Hagman, and certain other shareholders[3]. Gustaf Hagman has undertaken to tender 8,050,000 shares (8.2 per cent of the outstanding shares in LeoVegas), and other shareholders have undertaken to tender a total of 6,909,281 shares in LeoVegas (7.1 per cent). Accordingly, irrevocable undertakings to accept the Offer from shareholders representing in total 14,959,281 shares (15.3 per cent) have been obtained. The irrevocable undertakings apply irrespective of whether a higher competing offer is made. The irrevocable undertakings will terminate if the Offer is not declared unconditional on or before 31 October 2022. In addition, Torsten Söderberg, who is also a Board member of LeoVegas, has stated that he is very supportive of the Offer. Torsten Söderberg and family owns 4,533,861 shares in LeoVegas (4.6 percent).
SEB Corporate Finance (“SEB”) is acting as financial adviser and Cederquist is acting as legal adviser to LeoVegas in connection with the Offer.
Process conducted by the Board of Directors
In parallel with other interested third parties contemplating public tender offers, MGM contacted LeoVegas in December 2021. The Board of Directors engaged SEB to lead the process of evaluating other parties’ interest for the Company. In February 2022, MGM submitted a non-binding offer letter to the Board of Directors of LeoVegas indicating an interest to pursue with a public offer subject to, inter alia, a satisfactory due diligence review and the Board of Directors of LeoVegas recommending the shareholders to accept the offer from MGM. The Board of Directors gave MGM permission to conduct a due diligence review. As instructed by the Board of Directors, SEB entertained parallel processes with other interested parties in the interest of creating maximum value for the shareholders in LeoVegas. Following further negotiations with the Board of Directors and SEB, MGM increased its non-binding offer, to a price level other interested parties could not match, in order to receive a recommendation from the Board of Directors.
The Board of Directors’ recommendation
In its evaluation of the Offer, the Board of Directors has taken a number of factors into account which the Board of Directors deems relevant. These factors include, but are not limited to, the Company’s present strategic and financial position and the Company’s expected potential future development and thereto related opportunities and risks.
The Board of Directors notes that the Offer represents a premium of approximately 44.1 per cent compared to the closing price of SEK 42.32 of the Company’s share on Nasdaq Stockholm on 29 April 2022, which was the last trading day before the announcement of the Offer, and a premium of approximately 57.6 per cent and 76.5 per cent respectively, compared to the volume-weighted average share price for the Company’s share on Nasdaq Stockholm during the last 30 and 180 trading days, respectively, prior to the announcement.
As noted above, LeoVegas has received several indications of interest or non-binding offers concerning a potential tender offer. MGM’s offer is, in the assessment of the LeoVegas Board of Directors, the superior offer from the perspective of the shareholders. The LeoVegas Board of Directors has investigated and considered market and industry trends, and certain strategic alternatives available to LeoVegas. Such alternatives included, but were not limited to, remaining an independent listed company with a possible listing in the USA. The LeoVegas Board of Directors has also considered the risks and uncertainties associated with such alternatives.
LeoVegas operates in an industry which is characterised by, inter alia, high innovation pace, new regulation and consolidation. In this context, the Board of Directors believes that the industrial logic and strategic fit between LeoVegas and MGM is attractive and should serve both the company and its employees well in the future.
The Board of Directors further notes that LeoVegas’ largest shareholder and Chief Executive Officer Gustaf Hagman and certain other shareholders, representing in aggregate 15.3 per cent of the outstanding shares and votes in the Company, have entered into undertakings to accept the Offer, subject to certain conditions, irrespective of whether a higher competing offer is made. In addition, Torsten Söderberg, who is also a Board member of LeoVegas and together with family owns 4.6 per cent of the outstanding shares, has stated that he is very supportive of the Offer.
As part of the Board of Directors’ evaluation of the Offer, the Board of Directors has engaged BDO to issue a so-called fairness opinion regarding the Offer, see Appendix 1. According to the fairness opinion, the Offer is fair to LeoVegas’ shareholders from a financial point of view (subject to the assumptions and considerations set out in the fairness opinion).
Under the Takeover Rules, the Board of Directors shall, based on the statements made by MGM in the Offer press release issued earlier today, present its opinion regarding the impact that the implementation of the Offer will have on LeoVegas, particularly in terms of employment, and its opinion regarding MGM’s strategic plans for LeoVegas and the effects it is anticipated that such plans will have on employment and on the places in which LeoVegas conducts its business. In this respect, the Board of Directors notes that MGM has stated that “MGM values the skills and talents of LeoVegas’ management and employees and intends to continue to safeguard the excellent relationship that LeoVegas has with its employees. Given MGM’s current knowledge of LeoVegas and in light of current market conditions, MGM does not intend to materially alter the operations of LeoVegas following the implementation of the Offer, subject, of course, to MGM’s continued regulatory review. There are currently no decisions on any material changes to LeoVegas’ or MGM’s employees and management or to the existing organization and operations, including the terms of employment and locations of the business”. The Board of Directors assumes that this description is correct and has no reason to take a different view in this respect.
Based on the above, the Board of Directors unanimously recommends the shareholders in LeoVegas to accept the Offer.
This statement shall in all respects be governed by and construed in accordance with Swedish law. Disputes arising from this statement shall be settled exclusively by Swedish courts.
The information in the press release is information that LeoVegas is obliged to make public pursuant to the EU Market Abuse Regulation and the Takeover Rules. The information was submitted for publication, through the agency of the contact person set out above, at 08.00 CEST on 2 May 2022.
[1] The Board member Torsten Söderberg and the Company’s largest shareholder and Chief Executive Officer Gustaf Hagman have not participated in the Board’s evaluation of or discussions regarding the Offer due to conflict of interest.
[2] Based on 97,652,970 outstanding shares in LeoVegas, which excludes 4,000,000 treasury shares held by LeoVegas. In the event that LeoVegas should pay any dividend or make any other value transfer prior to the settlement of the Offer, the price per share in the Offer will be reduced correspondingly.
[3] LOYS AG: 3,259,281 shares (3.3 per cent). Robin Ramm-Ericson: 2,250,000 shares (2.3 per cent). Pontus Hagnö: 1,000,000 shares (1.0 per cent). Gilston Invest AB: 400,000 shares (0.4 per cent).
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Introducing Rhythm of Resistance: A Fresh Rhythm Metroidvania Where Your Playlist Is Your Weapon

Drenched in Darkwave: Innovative 2.5D Rhythm Based Metroidvania – Fueled by Forbidden Music and Gothic Soundscapes.
NetherMoon Game Studio, a small independent development studio based in Karlstad, Sweden, unveiled today Rhythm of Resistance, a shadow-draped adventure that fuses the somber tones of gothic and darkwave music with atmospheric Metroidvania exploration, creating an unforgettable game experience unlike anything you’ve seen, or heard, before.
Proudly tipped to be the world’s very first Rhythm Metroidvania, Rhythm of Resistance places explorers in the role of Aria, a hero fighting for survival in a dystopian future where music is forbidden, joy outlawed, and the skies hang heavy with cloying silence. The world is ruled by shadow and steel, until Aria discovers a relic of the old world – a cracked cassette player pulsing with forbidden power. This ancient music player unlocks a host of mysterious abilities, and allows her to navigate through labyrinthine dungeons, spectral foes, and traps as cruel as they are cursed. Each corridor hums with a forgotten melody, each enemy a sentinel of silence.
In Rhythm of Resistance, music is your key to success. As your adventure progresses, Aria discovers dusty cassettes hidden in the ruined world and expands her music library, unlocking more than 20 unique tracks, each holding the key to progression and altering the gameplay, unlocking different stats and abilities. Choose your playlist with care, in Rhythm of Resistance, your chosen beats can be your saviour or your downfall, with each track dynamically changing your surroundings, working at a different tempo to increase or devastate your chances of survival. Players will enjoy full freedom to choose the haunting songs, and will watch as the entire world around them reacts to their choices.
Expected to release in 2026 on Steam, Rhythm of Resistance offers a host of unique gameplay features, the first and only Metroidvania adventure where your playlist is your weapon! With music controlling your destiny, playlists can not only alter your surroundings, but alter enemy behaviour, reveal hidden paths, and solve the most fiendish of musical puzzles.
Music is a key factor in the title, with two early band announcements being Swedish goth sensation ABU NEIN, who took the darkwave world by storm with the release of their debut album “Secular Psalms” in 2020, and Underground Fire, a Swedish gothic rock band formed in 2015 by the aptly named Rob Coffinshaker in 2015. More musicians will be announced as the game’s development progresses, but you can be sure that they will delight any fans of the genre.
Joel Fjällsby, Founder & Creative Director at Nethermoon Game Studio commented, “I wanted the music to be real songs with lyrics and everything. Like an old track you could actually find on a forgotten cassette tape. With this in mind, I reached out to bands that felt like a great fit—and everyone so far has fallen in love with the project.”
Get your groove on and feel the beat to attack, parry, dodge, and unleash powerful abilities, all in perfect sync to your soundtrack. Be on the lookout for spare parts to upgrade your music player and unlock new powers as you traverse a vast, haunted landscape of crumbling cathedrals, rust-choked catacombs, and decaying factories echoing with the whispers of lost, solemn songs as players guide Aria to uncover clues of a long-forgotten past.
Rhythm of Resistance Feature Highlights:
- World’s first rhythm based Metroidvania where every beat defies the void, and your playlist is your weapon!
- Wield the force of music to unlock exciting features and abilities.
- Discover 20+ forbidden cassette tapes,each one distorting reality in strange and surprising ways while dynamically changing your game experience
- Choose your tracks wisely to alter enemy behaviour, reveal hidden paths, and solve musical puzzles.
- Stay on the beat to stay alive! Attack, parry, dodge, and unleash powerful abilities in sync with the dark pulse of your chosen song.
- Traverse a vast interlinked world of cathedrals, catacombs and factories to uncover clues of a long-forgotten past.
- Collect spare parts to upgrade your music player and unlock new abilities.
- Featuring a haunting gothic darkwave soundtrack from a range of underground artists.
Joel Fjällsby, Founder & Creative Director at NetherMoon Game Studio commented, “I’ve always been drawn to dark music, dystopian worlds, and of course Metroidvanias—so this project is the perfect fusion of everything I love. Honestly, I’m surprised no one’s made a game like this before. It’s a massive undertaking, especially for a new studio, but I love every hour of it. Seeing this dark, mysterious world come alive is incredibly rewarding.”
Rhythm of Resistance – Every beat, a rebellion. Every song, a revolution.
To find out more about Rhythm of Resistance and to Wishlist, please visit the Steam page here: store.steampowered.com/app/3269550/Rhythm_of_Resistance/
Find out more about the team on the Nethermoon website: nethermoon.com
Stay up to date with all the latest news by following NetherMoon Game Studio on social media: YouTube, Instagram, Facebook, TikTok, X, LinkedIn
The post Introducing Rhythm of Resistance: A Fresh Rhythm Metroidvania Where Your Playlist Is Your Weapon appeared first on European Gaming Industry News.
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Aristocrat Interactive Delivers New Player-Centric Experience to Cliff Castle Casino Hotel Through Mobile and Cashless Systems

Cliff Castle Casino Hotel Expands Long-Standing Relationship with Aristocrat Interactive Through New Products & Solutions
Aristocrat Interactive™ announced today the roll out of new player-centric solutions to Cliff Castle Casino Hotel, located in Camp Verde, Arizona, as part of a recent deal under its Gaming Systems division.
Already an Oasis™ customer for over 20 years, as part of the deal signed in December, Cliff Castle Casino Hotel will be adding Aristocrat Interactive’s player mobile app, PlayerMax™, as well as its Mobile nCompass™ cardless solution, ONE LINK progressive management solution and Oasis Loyalty™ suite of products, all rolling out over the course of the summer.
“Cliff Castle Casino Hotel has been a valued customer of Oasis™, our comprehensive casino management system, for over two decades now,” said Kristen Jones, VP of Sales of Aristocrat Interactive Gaming Systems. “We take great pride in being a trusted provider of products that support casino operations, while also keeping the player experience top of mind.”
These additional products will enable Cliff Castle Casino Hotel to push real-time progressive data to marquee video displays and electronic gaming machines (EGM) on the floor through ONE LINK. Separately, the Oasis Loyalty™ suite of products, will allow for advanced campaign management and enterprise-wide tier management – ultimately, leading to operation efficiencies and strengthened player retention.
Through PlayerMax™, Cliff Castle Casino Hotel patrons will benefit from access to a blend of immersive options, engaging features like live progressive jackpots, exciting rewards and personalized offers to stay informed through timely, location-based communications.
Players will also be able to “card-in” via their mobile device, enabling them to play an EGM without having to insert a physical players’ card.
“Aristocrat Interactive has been instrumental in our ability to provide our players with a personalized and entertaining casino experience,” said Paul Hamm, Director of Gaming for Cliff Castle Casino Hotel. “We’re confident that the addition of these products will continue to elevate the player experience and show the value we bring to players, reinforcing Cliff Castle Casino Hotel as a premier gaming destination.”
The post Aristocrat Interactive Delivers New Player-Centric Experience to Cliff Castle Casino Hotel Through Mobile and Cashless Systems appeared first on European Gaming Industry News.
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Zimpler, a leading Swedish company in Pay-by-bank solutions, today announced the launch of Zimpler ID+, a new identity layer designed to simplify compliance and accelerate user conversion within digital payment environments. By embedding biometric identification and regulatory checks directly into the first user interaction, Zimpler ID+ reduces friction in sectors with complex onboarding requirements.
“Zimpler ID+ gives our partners a direct path to compliance and conversion – cutting onboarding time, reducing drop-offs, and removing the need to build identity infrastructure in-house,” said Tobias Gunnesson, Chief Product Officer at Zimpler.
“While most verification flows still rely solely on deposit-based triggers or cookie tracking, we’re the first to enable verification at the point of entry – meeting compliance head-on and delivering a better user experience from the start.”
Purpose-built for highly regulated digital environments
Zimpler ID+ serves industries where compliance is critical and abandonment rates are costly, such as iGaming and financial services. It ensures users are verified from the start, without requiring deposits or post-registration identity checks.
Key features include:
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Solving identification friction at scale
The launch of Zimpler ID+ comes as businesses across Europe face rising pressure to improve digital onboarding while maintaining regulatory standards. National ID systems remain foundational – but they weren’t built to optimize every business touchpoint.
Zimpler ID+ complements these systems by offering operators a plug-in layer of biometric identification and gathering of KYC information tailored to business needs. It removes the need for deposit triggers, repeated logins, or re-verification after a device change.
“With Zimpler ID+, we’re introducing a flexible approach that gives businesses more control over identity flows – without compromising security or relying solely on external systems” said Gunnesson.
Product availability
Zimpler ID+ is now available as a value-added service to select partners in Finland, with more markets to be added in the future.
By embedding advanced onboarding capabilities directly into its existing infrastructure, Zimpler expects ID+ to strengthen customer retention and enhance platform value across regulated sectors for years to come.
The post Zimpler introduces ID+: A next-gen identification layer for digital payments appeared first on European Gaming Industry News.
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