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Statement by the Board of Directors of LeoVegas in relation to the public offer from MGM

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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.

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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.

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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.

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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.

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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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The Importance of Data Quality Review Checks in the Gaming Industry

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By Lorenzo Nardini, Head of Technical Compliance and Maths Services

In the dynamic world of online gaming, data plays a pivotal role. Databases containing personal and financial information, often referred to as “Safe” databases, serve as the backbone of any gaming platform.

In this short article, I focus on control databases (CDBs) – that is how Safe databases are referred to in the Dutch landscape – and why it is important to ensure their completeness, accuracy, and consistency through continuous data quality review. In any case, the topics here covered apply to most regulated markets.

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Control databases contain critical information related to player accounts, financial transactions, game rules, and security protocols. Essentially, they ensure the smooth functioning of the entire gaming ecosystem. It is no wonder that the Dutch regulator (KSA) enforces specific technical regulations on them and often perform audits on these systems that can result also in fines in cases errors are detected.

Data quality review checks

Data quality review checks play a pivotal role in maintaining the integrity of control databases, ensuring continuous compliance. Here are some key reasons why they are essential:

  1. Accuracy and Consistency: Control databases handle vast amounts of data, including player profiles, game logs, and financial records. Ensuring accurate and consistent data is crucial for fair gameplay, financial transparency, and regulatory compliance.
  2. Player Experience: Imagine a player losing progress due to a database glitch or loss of connectivity. Such incidents can lead to frustration and loss of trust. Data quality checks ensure that the control database is correctly functional, and the information therein contained can be used to handle such incomplete games, enhancing the overall player experience.
  3. Regulatory Compliance: Gaming companies must adhere to strict regulations regarding data privacy, security, and fairness. Regular reviews ensure compliance with industry standards and legal requirements.

Most importantly, regular reviews can help gaming companies reducing the risk of an unsuccessful audit that could typically lead to a fine and negative PR.

Ideally, data quality reviews should be ongoing. Real-time monitoring is crucial for identifying issues promptly. Additionally, scheduled audits—monthly or quarterly—help catch any long-term discrepancies or trends.

Key areas of data quality reviews

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When performing checks on the quality of CDBs, the following are the main areas to consider:

  1. Data Completeness: Ensure that all necessary fields are populated correctly. Missing or incomplete data can lead to errors downstream.
  2. Data Accuracy: Cross-check data against reliable sources. For example, player balances should match financial records.
  3. Data Consistency: Verify consistency across different databases and systems. Inconsistencies can cause confusion and operational inefficiencies.

Starting from the specific Dutch case and then expanding to other markets, here at ComplianceOne Group we have developed a data quality review service using our experience in dealing with this form of analysis. Leveraging feedback obtained directly from regulators, we created a testing procedure that performs the following:

  1. Tests on triggering reports from staging environment. We access the client’s staging environment with test accounts and perform actions that are aimed at triggering specific reports in the control database. We then check that these have been correctly generated and that they contain all necessary information, checking their accuracy against the back-office.
  2. Data quality tests on production environment. We download a large number of reports directly from production and run a battery of tests that we have designed and that is tailored specifically at checking completeness and consistency of the information contained in the control database.

All findings are promptly reported to the client and, if needed, we can assist with solving any issues found.

Conclusion

When I started being exposed to control databases, I understood that for many this is a very technical area and that maintaining this environment functioning correctly can be quite cumbersome. Nevertheless, a commitment to data quality is a necessary for ensuring continuous compliance of gaming platforms. If you are interested in running regular data quality reviews, or even just a one-time overall check, contact me and I will be happy to assist!

 

The post The Importance of Data Quality Review Checks in the Gaming Industry appeared first on European Gaming Industry News.

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7777 gaming signs a strategic iLottery content deal with Scientific Games

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7777 gaming, a leading provider of digital gaming solutions, has announced a significant strategic partnership with Scientific Games a global leader in retail and digital lottery games, technology, analytics and services, to deliver digital lottery games through the SG Content Hub Partner Program.

The SG Content Hub Partner Program is a unique platform and game content partnership program featuring an expanding, highly curated selection of iLottery games from best-in-class, game studios worldwide in a variety of play styles appealing to all player types in multiple languages, as well as access to select licensed properties from the largest licensed brands portfolio in the lottery industry. Scientific Games currently serves 150 lotteries in 50 countries.

 

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Elena Shaterova, Chief Commercial Officer at 7777 gaming, expressed enthusiasm about the partnership: “Partnering with Scientific Games represents a significant milestone for 7777 gaming, solidifying our position as a global leader in digital lottery solutions. Through this collaboration, we are poised to deliver unparalleled gaming experiences to players worldwide, driving innovation and growth in the lottery industry.”

 

Steve Hickson, VP of Digital Games at Scientific Games commented: “We are delighted to welcome yet another top-class lottery game studio to the SG Content Hub Partner Program. The addition of 7777 gaming and their fantastic games aligns perfectly with our goal to make a variety of digital lottery content available to existing and new Scientific Games customers. Our SG Content Hub Partner Program is developing at pace as we continue to provide our customers with frictionless access to the very best content in the industry.”

The SG Content Hub Partner Program offers a one-stop solution for accessing multiple iLottery game studios, seamlessly integrating with a lottery’s existing gaming systems and iLottery technology. It streamlines operations, simplifies tech integrations, and enhances data analytics to drive game development and iLottery portfolio management.

7777 gaming is renowned for its ability to deliver high-quality iLottery games tailored to the unique requirements of different lotteries. The company ensures that its game content meets stringent government regulations and operators’ expectations for customization. With custom-made lottery concepts, 7777 gaming guarantees enhanced player satisfaction and fosters a deeper sense of connection and loyalty to the brand.

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The post 7777 gaming signs a strategic iLottery content deal with Scientific Games appeared first on European Gaming Industry News.

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Atlas-IAC’s CEO Maxim Slobodyanyuk Talks Winning Strategies & Vision for Future Growth in the iGaming Sector

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Atlas-IAC, a Next-Generation iGaming platform, has been recognized as the Best Sports Betting Provider Of The Year and Rising Star In Sports Betting Technology  at the Prague Gaming & Tech Awards 2024. The GamingTECH Awards annually  determine industry excellence in Central and Eastern Europe. Maxim Slobodyanyuk, CEO of Atlas-IAC, tells about insights into Atlas-IAC’s innovative solutions that are reshaping the iGaming landscape and the core principles of partnership driving mutual evolution for both Atlas-IAC and its esteemed operators.

 

Congratulations on winning “Best Sports Betting Provider Of The Year” and “Rising Star In Sports Betting Technology” at the GamingTECH CEE Awards 2024! How does Atlas-IAC feel about receiving such prestigious recognition?

We take pride in being acknowledged as the best sports betting provider and the rising star in sports betting technology across Central and Eastern Europe. At the heart of our success lies a team of exceptional visionaries, developers, and business analytics  striving to elevate the industry to new heights of technological innovation and responsible gaming practices.

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I’d like to thank our great partners for choosing Atlas-IAC as their technology provider, and for subscribing to our core business principle — to evolve and grow together. Our win is our partners’ win as well.

To be the best sports betting provider entails a weighty responsibility, one we approach with unwavering dedication. These awards serve as a validation of our unwavering commitment to excellence and as a catalyst for renewed determination to shape the future of sports betting technology. We are grateful for recognition and remain resolutely committed to charting new horizons of success alongside our valued partners.

 

Could you provide insights into the strategies that drove Atlas-IAC’s success in the iGaming industry?

At Atlas-IAC, our success strategy revolves around building strong partnerships and establishing a notable presence in the competitive global entertainment technology market. We prioritize automation, which gives us an edge in emerging markets and allows us to onboard partners quickly and streamline operations.

Continuously improving our platform to offer a seamless Sportsbook API experience is a priority. Our aim is to deliver fast performance, smooth betting experiences, real-time risk management, advanced anti-fraud measures, and scalable solutions for partners worldwide.

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Staying up-to-date, enhancing our product, analyzing market and partner needs, and proactively responding to them are essential. Being the top technological partner is a strategy that consistently works for us.

 

How does Atlas-IAC’s in-house developed Sportsbook differentiate itself from competitors?

Atlas-IAC’s in-house developed Sportsbook sets us apart because we have full control over its features and can make rapid improvements. Features like Personal Odds Boost and Clever Margin allow for customized experiences tailored to our partners’ needs. We focus on personalization, ensuring the product aligns perfectly with each operator’s requirements. With a skilled team dedicated to our partners’ needs, we can promptly address requests and deliver effective solutions.

 

Atlas-IAC offers one of the most automated Sportsbook available in the market. How does automation enhance the experience for both operators and users?

Our fully automated Sportsbook API is efficient and user-friendly, enhancing engagement and retention. It’s equipped to handle high demand periods effectively and offers tools for precise betting management and reliable results. We can swiftly develop and integrate custom modules for partners, giving us a competitive edge. We prioritize meeting partners’ needs while delivering enjoyable experiences for players, fostering mutual benefit for all involved.

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What specific features or tools have been well-received by operators in the iGaming industry?

In the realm of iGaming, Atlas-IAC has garnered recognition for its remarkable adaptability and keen responsiveness to the requirements of our partners. Understanding the distinctive needs of each operator, we have crafted a tailored approach to ensure effective solutions.

One specific example of our successful tools is our Cashback feature, which serves as a versatile tool for promoting sporting events and enhancing player entertainment. This feature offers customizable settings based on specific sports, events, odds criteria, and frequency. With such flexibility, operators can effectively incentivize participation and elevate excitement levels among players.

In essence, the suite of features and tools offered by Atlas-IAC not only addresses the diverse needs of operators but also fuels engagement and growth within the iGaming industry.

 

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What are Atlas-IAC’s goals for continued innovation and growth in the iGaming sector?

Looking ahead, our primary aim is to continually push the boundaries of innovation while delivering outstanding value to our partners. We remain steadfast in our commitment to leading the charge in the iGaming sector, fostering sustainable growth, and championing responsible gaming practices. Our strategy revolves around staying agile, adapting to emerging trends, and catering to the unique needs of operators worldwide.

The evolving sports betting landscape of 2024 underscores the critical importance of adaptability and innovation. Operators must navigate this dynamic environment marked by technological advancements and regulatory shifts, and Atlas-IAC stands ready to assist them in this endeavor.

In terms of market focus, we are meticulously evaluating opportunities in LATAM, Eastern Europe, South-East Asia, and Africa. These regions offer significant growth potential, and our tailored strategy is geared towards effectively meeting the unique demands of these diverse markets.

The post Atlas-IAC’s CEO Maxim Slobodyanyuk Talks Winning Strategies & Vision for Future Growth in the iGaming Sector appeared first on European Gaming Industry News.

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