Gambling.com Group, (Nasdaq: GAMB) (“Gambling.com Group” or the “Company”), a fast-growing provider of digital marketing services for the global online gambling industry, announced today it entered into a definitive agreement to acquire Odds Holdings, Inc., the parent company of OddsJam. Under the terms of the agreement, Odds Holdings stockholders will receive initial consideration of $80 million and may receive up to an additional $80 million based on Odds Holdings’ business performance through the end of 2026. Gambling.com Group’s acquisition of Odds Holdings further expands the Company’s online gambling industry footprint, adding complementary recurring revenue from new and existing users and partners.

Odds Holdings is powered by a state-of-the art technology platform for real-time odds data and offers services under multiple consumer and enterprise brands. Gambling.com Group believes the odds platform is the industry’s most advanced and delivers data to end-users with the lowest latency. The platform is built for scale, processing on average over one million requests per second and multiple terabytes of data per day, across nearly 300 sportsbooks. OddsJam is the flagship brand offering premium, real-time odds information to empower sports bettors to make data-driven bets through a consumer facing website and app. Under a separately managed company, Odds Holdings also provides low latency, comprehensive odds data to enterprise clients for a variety of sports betting use cases.

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Closing is expected to occur on January 1, 2025 and is subject to customary closing conditions. The transaction will be immediately accretive to Gambling.com Group’s operating results upon closing. For 2024, Odds Holdings expects to generate revenue and Adjusted EBITDA⁽¹⁾ of approximately $26 million and $12 million, respectively. Gambling.com Group expects that under its management Adjusted EBITDA⁽¹⁾ derived from the Odds Holdings assets will grow by at least 20% in 2025. The Odds Holdings team, including OddsJam founders Ankit Goyal and Alex Monahan as well as CEO, Matt Restivo, will join Gambling.com Group.

Strategic and Financial Rationale

• Expands the Company’s footprint in the online gambling ecosystem with new recurring revenue from both consumer and enterprise clients;
• Opportunity to leverage Gambling.com Group’s existing partner relationships to significantly grow the Odds Holdings enterprise business;
• Immediately accretive transaction adds new revenue, Adjusted EBITDA and free cash flow streams, with a margin profile even better than Gambling.com Group’s already high margins; and,
• Is a strategic and substantial step toward the Company’s stated goal to generate $100 million in annual Adjusted EBITDA⁽¹⁾.

  (1) Represents a non-IFRS measure. See “Non-IFRS Financial Measures” at the end of this release.

“The accretive acquisition of Odds Holdings will immediately provide Gambling.com Group with additional, recurring revenue streams which are independent of our market-leading online gambling affiliate business, consistent with our strategy to expand our footprint in the online gambling industry,” said Gambling.com Group co-founder and CEO, Charles Gillespie. “We are delighted to welcome the Odds Holdings team to Gambling.com Group as we accelerate growth towards our goal of $100 million in Adjusted EBITDA. Their talented team has not only built a state-of-the art odds technology platform, but managed to build multiple distinct products on top of that platform which have very clear product-market fit. Odds Holdings gives Gambling.com Group a suite of new enterprise products while OddsJam in particular brings a passionate and energetic new consumer audience to the Group.

“We have achieved the vast majority of our growth through organic market share gains, while also successfully executing on several strategic, accretive acquisitions that have contributed to our consistently improving financial performance. Our acquisitions of RotoWire, BonusFinder and Freebets.com have proven that we can leverage our high free cash flow to identify, acquire and accelerate growth, creating value for our shareholders, while prudently managing our capital structure and balance sheet,” added Gillespie.

“Combining with a tech-focused leader in the global online gambling industry like Gambling.com Group is the natural next step for Odds Holdings,” said Odds Holdings CEO, Matt Restivo. “By leveraging Gambling.com Group’s expertise, innovation and resources we will be optimally positioned to scale our technology and data-driven insights to reach an even larger audience of online bettors, including beyond the North American market. We’re looking forward to working with the Gambling.com Group founders Charles and Kevin and their team to create a deeper connection with our customers to enhance their online gambling experiences,” said OddsJam founders Ankit Goyal and Alex Monahan.

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Proposed Transaction Structure & Expansion of Credit Facility

The initial $80 million purchase consideration will be comprised of $70 million in cash and $10 million in Gambling.com Group ordinary shares. The Company expects to fund the $70 million cash payment from borrowings under the Company’s expanded credit facility, as described below. In order to fully achieve the additional $80 million in contingent consideration, Adjusted EBITDA derived from the Odds Holdings assets needs to at least double for the full year 2026 period compared to 2024. Entirely at the Company’s discretion, Gambling.com Group has the ability to settle up to 50% of any of the contingent consideration payments in the Company’s ordinary shares.

In conjunction with the transaction, the Company entered into a debt financing commitment letter with Wells Fargo Bank, National Association and Wells Fargo Securities, LLC, which have committed to arrange and provide a senior secured term loan and revolving credit facility of at least $100 million pursuant to an amendment to its existing credit agreement.

In connection with the proposed transaction, White & Case LLP is acting as legal counsel to Gambling.com Group. Oakvale Capital LLP is acting as the sell-side financial advisor and Cruz-Abrams Seigel LLC is acting as legal counsel to Odds Holdings.

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