(Adnkronos) – This announcement is not an offer, whether directly or indirectly, in Australia, Hong Kong, Japan, New Zealand or South Africa or in any other jurisdiction where such offer pursuant to legislation and regulations in such relevant jurisdiction would be prohibited by applicable law. Shareholders not resident in Sweden who wish to accept the Offer (as defined below) must make inquiries concerning applicable legislation and possible tax consequences. Shareholders should refer to the offer restrictions included in the section titled “Important information” at the end of this announcement and in the offer document which will be published shortly before the beginning of the acceptance period for the Offer. Shareholders in the United States should also refer to the section titled “Important notice to shareholders in the United States of America” at the end of this announcement.
MGM ANNOUNCES A RECOMMENDED CASH OFFER OF SEK 61 PER SHARE TO THE SHAREHOLDERS OF LEOVEGAS THAT WILL NOT BE INCREASED
MGM Casino Next Lion, LLC, a wholly owned indirect subsidiary of MGM Resorts International (“MGM” or “MGM Resorts”), hereby announces a recommended public offer to the shareholders of LeoVegas AB (publ) (“LeoVegas” or the “Company”) to tender all their shares at a price of SEK 61 in cash per share (the “Offer”). The shares in LeoVegas are admitted to trading on Nasdaq Stockholm, Mid Cap.
Shareholders representing in aggregate approximately 15.3 percent of the outstanding shares in LeoVegas, including Gustaf Hagman, the largest shareholder and Chief Executive Officer of LeoVegas, have irrevocably undertaken to accept the Offer. The Board of Directors of LeoVegas has unanimously resolved to recommend that shareholders accept the Offer.1 The Offer will enable LeoVegas to deliver its full potential and provide significant investment and support for further growth.
STOCKHOLM, May 2, 2022 /PRNewswire/ —
Key highlights and summary of the Offer
Commenting on the Offer, MGM Resorts’ CEO & President Bill Hornbuckle, said:
“Our vision is to be the world’s premier gaming entertainment company, and this strategic opportunity with LeoVegas will allow us to continue to grow our reach throughout the world. We believe that this offer creates a compelling opportunity that allows the combined teams of MGM Resorts and LeoVegas to accelerate our global digital gaming growth and fully realize the potential of our omnichannel strategy. We look forward to being able to welcome the LeoVegas team to our MGM Resorts family.”
Background to and strategic rationale for the Offer
LeoVegas was founded in 2011 by Gustaf Hagman and Robin Ramm-Ericson and has become a global gaming operator with gaming licenses in eight jurisdictions and over 860 employees. LeoVegas generated EUR 393 million in revenue and EUR 48 million in Adjusted EBITDA during the last twelve months ended March 31, 2022.2 LeoVegas has the long-term ambition to be a leader in the online casino industry and take the position as the “King of Casino” in the global gaming industry. The Company also offers sports betting, bingo and live casino.
Over the last 10 years, LeoVegas become one of the leading online gaming companies. The online gaming industry is highly competitive and continuously evolving and companies need to adapt accordingly, by making investments in new in-house capabilities and improving their customer experience. In addition to in-house developments, like its back-end platform called Rhino, LeoVegas has performed targeted acquisitions such as Expekt and Royal Panda to expand its offerings and deliver a better customer experience.
MGM has been following LeoVegas’ progress with considerable interest and is impressed with the performance of the business as well as with LeoVegas’ management team as to what they have achieved.
MGM Resorts believes the acquisition of LeoVegas will provide a unique opportunity for MGM Resorts to create a scaled global online gaming business with the following attributes:
Management and employees
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.
MGM will offer, and has received the consent of the Board of Directors of LeoVegas to offer, a management incentive plan for certain key employees of LeoVegas, including the CEO and CFO. The incentive plan, which is subject to completion of the Offer, is designed for the purpose of ensuring the continued long-term commitment by key employees and will be offered to key employees regardless of whether they currently own shares in LeoVegas. The eligible participants will be given the opportunity to choose between a bonus plan or participation by way of purchasing shares in MGM Casino Next Lion, LLC at market value. After an initial three-year period, participants will be able to discontinue their participation in: (i) the bonus-based incentive plan and receive cash payment corresponding to their share of the value created during that period, and (ii) the share-based incentive plan by having MGM Casino Next Lion, LLC redeem a portion of their equity interests at a redemption price equal to the fair market value of such equity interests at that time; provided that full discontinuation in the share-based version of the incentive plan will not be available until the seventh anniversary of the closing of the Offer. Customary provisions regulating the treatment of leavers will apply. If all eligible participants in the incentive plan participate to the fullest extent in the share-based incentive plan, the participants’ aggregate ownership share in MGM Casino Next Lion, LLC will be 10 percent. MGM has obtained a statement from the Swedish Securities Council (Sw. Aktiemarknadsnämnden) (Ruling 2022:16) confirming that the management incentive plan is compatible with Nasdaq Stockholm’s Takeover Rules (the “Takeover Rules”).
MGM offers SEK 61 in cash per LeoVegas share. The Offer Price will not be increased.
Should LeoVegas, prior to settlement of the Offer, distribute dividends or in any other way distribute or transfer value to its shareholders, the Offer Price will be reduced accordingly.
The total value of the Offer is approximately SEK 5,957 million.3
No commission will be charged in connection with settlement of the Offer.
The Offer Price represents a premium of:
MGM’s shareholding in LeoVegas
Neither MGM nor any closely related companies or closely related parties own any shares or other financial instruments in LeoVegas that give financial exposure to LeoVegas shares at the time of this announcement, nor has MGM acquired or agreed to acquire any LeoVegas shares or any financial instruments that give financial exposure to LeoVegas shares during the six months preceding the announcement of the Offer.
MGM may acquire, or enter into agreements to acquire, shares in LeoVegas (or any securities that are convertible into, exchangeable for or exercisable for such shares) outside the Offer, but in any event, at a price per share not more than the Offer Price. Any purchases made or agreed will be in accordance with Swedish law and the Takeover Rules and will be disclosed in accordance with applicable rules.
Recommendation from the Board of Directors of LeoVegas and fairness opinion
The Board of Directors of LeoVegas unanimously recommends that the shareholders of LeoVegas accept the Offer.4 The Board of Directors of LeoVegas has obtained a fairness opinion from BDO AB regarding the Offer stating that the Offer is fair from a financial point of view to the shareholders of LeoVegas.
Undertakings from shareholders of LeoVegas
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. Gustaf Hagman has undertaken to tender 8,050,000 shares (8.2 percent of the outstanding shares in LeoVegas), and other shareholders have undertaken to tender a total of 6,909,281 shares in LeoVegas (7.1 percent).5 Accordingly, irrevocable undertakings to accept the Offer from shareholders representing in total 14,959,281 shares (15.3 percent) 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).
Conditions for completion of the Offer
The completion of the Offer is conditional upon:
(i) the Offer being accepted to such an extent that MGM becomes the owner of shares in LeoVegas representing more than 90 percent of the total number of shares in LeoVegas (on a fully diluted basis)6;
(ii) the receipt of all regulatory, governmental or similar clearances, approvals and decisions that are necessary for the Offer and the acquisition of LeoVegas, including from competition authorities and gaming authorities, in each case on terms which, in MGM’s opinion, are acceptable;
(iii) no circumstances having occurred which could have a material adverse effect or could reasonably be expected to have a material adverse effect on LeoVegas’ financial position, prospects or operations, including LeoVegas’ sales, results, liquidity, equity ratio, equity or assets;
(iv) neither the Offer nor the acquisition of LeoVegas being rendered wholly or partially impossible or significantly impeded as a result of legislation or other regulation, any decision of a court or public authority, or any similar circumstance;
(v) LeoVegas not taking any action that is likely to impair the prerequisites for making or completing the Offer;
(vi) no information made public by LeoVegas or disclosed by LeoVegas to MGM being materially inaccurate, incomplete or misleading, and LeoVegas having made public all information which should have been made public by LeoVegas; and
(vii) no other party announcing an offer to acquire shares in LeoVegas on terms more favourable to the shareholders of LeoVegas than the Offer.
MGM reserves the right to withdraw the Offer in the event that it becomes clear that any of the above conditions is not satisfied or cannot be satisfied. However, with regard to conditions (ii)–(vii) above, the Offer may only be withdrawn where the non-satisfaction of such condition is of material importance to MGM’s acquisition of LeoVegas or if otherwise approved by the Swedish Securities Council.
MGM reserves the right to waive, in whole or in part, one or more of the conditions above, including, with respect to condition (i) above, to complete the Offer at a lower level of acceptance.
Information regarding MGM
MGM Resorts International (NYSE: MGM) is an S&P 500® global entertainment company with national and international locations featuring best-in-class hotels and casinos, state-of-the-art meetings and conference spaces, incredible live and theatrical entertainment experiences, and an extensive array of restaurant, nightlife and retail offerings. MGM Resorts creates immersive, iconic experiences through its suite of Las Vegas-inspired brands. The MGM Resorts portfolio encompasses 32 unique hotel and gaming destinations globally, including some of the most recognizable resort brands in the industry. MGM’s 50/50 venture, BetMGM, LLC, offers U.S. sports betting and online gaming through market-leading brands, including BetMGM and partypoker. MGM is currently pursuing targeted expansion in Asia through the integrated resort opportunity in Japan. Through its “Focused on What Matters: Embracing Humanity and Protecting the Planet” philosophy, MGM Resorts commits to creating a more sustainable future, while striving to make a bigger difference in the lives of its employees, guests, and in the communities where it operates. The global employees of MGM Resorts are proud of their company for being recognized as one of FORTUNE® Magazine’s World’s Most Admired Companies®. For more information, please visit www.mgmresorts.com. Please also connect with @MGMResortsIntl on Twitter as well as Facebook and Instagram.
Financing of the Offer
The Offer is not subject to any financing conditions. The cash consideration payable to the Company’s shareholders under the terms of the Offer will be financed by the cash resources of MGM, whose domestic operations had, as of 31 December 2021, approximately USD 4.3 billion in cash and cash equivalents. Adjusting for recently announced and pending transactions as well as near-term debt maturities, MGM anticipates having over USD 6.5 billion in cash and cash equivalents on its balance sheet for its domestic operations.
Treatment of warrant holders
Certain employees hold warrants in LeoVegas issued within the Company’s incentive programs. Such financial instruments are not included in the Offer. However, MGM will procure that the owners of such warrants in LeoVegas will receive reasonable treatment.
Due diligence in connection with the Offer
MGM has, in connection with the preparations of the Offer, conducted a due diligence review of LeoVegas. With the exception of information that was subsequently included in LeoVegas’ Q1 report for 2022, LeoVegas has confirmed that MGM has not been provided with any inside information regarding LeoVegas in connection with the due diligence review.
As set out above, the completion of the Offer is conditional upon, inter alia, the receipt of all regulatory, governmental or similar clearances, approvals and decisions that are necessary for the Offer and the acquisition of LeoVegas. Such clearances, approvals and decisions are expected to have been received by the end of the acceptance period for the Offer. If all relevant clearances, approvals and decisions are received in such time that the acceptance period can be closed before 30 August 2022, MGM may announce an earlier end date of the acceptance period, provided that such announcement can be made not less than two weeks prior to the new date of expiry of the acceptance period.
MGM further reserves the right to extend the acceptance period for the Offer, one or several times, as well as to postpone the time for settlement.
MGM has been granted an exemption from the Swedish Securities Council (Ruling 2022:17) permitting that the initial acceptance period for the Offer is longer than ten weeks (up to 18 weeks, subject to extensions) to enable MGM to obtain regulatory clearances within that period.
Compulsory redemption proceedings and delisting
If MGM, whether in connection with the Offer or otherwise, acquires shares representing more than 90 percent of the total number of shares in LeoVegas, MGM intends to commence compulsory redemption proceedings under the Swedish Companies Act (2005:551) to acquire all remaining shares in LeoVegas and to promote delisting of LeoVegas’ shares from Nasdaq Stockholm.
Governing law and disputes
The Offer and the agreements entered into between MGM and LeoVegas’ shareholders in relation to the Offer, shall be governed by and be interpreted in accordance with Swedish law. Disputes concerning, or arising in connection with the Offer, shall be settled exclusively by Swedish courts, with the Stockholm District Court as first instance.
The Takeover Rules and the Swedish Securities Council’s rulings and statements on the interpretation and application of the Takeover Rules are applicable to the Offer. MGM has undertaken to Nasdaq Stockholm to comply with the Takeover Rules and to submit to any sanctions that can be imposed on MGM by Nasdaq Stockholm in the event of a breach of the Takeover Rules.
MGM has retained Goldman Sachs & Co. LLC as financial advisor and Advokatfirman Vinge KB and Weil, Gotshal & Manges LLP as legal advisors in connection with the Offer.
MGM Casino Next Lion, LLC
The Board of Directors
Information about the Offer
Information about the Offer is made available at:http://investors.mgmresorts.com/investors/leovegas
The information was submitted for publication on 2 May 2022, 7:30 a.m. CEST.
For enquiries, please contact:
Andrew Chapman, Director of Investor Relations+1 (702) 693-8711, firstname.lastname@example.org
Brian Ahern, Executive Director of Communicationsmedia@mgmresorts.com
This press release has been published in Swedish and English. In the event of any discrepancy in content between the two language versions, the Swedish version shall prevail.
This announcement is not an offer, whether directly or indirectly, in Australia, Hong Kong, Japan, New Zealand or South Africa or in any other jurisdictions where such offer pursuant to legislation and regulations in such relevant jurisdictions would be prohibited by applicable law (the “Restricted Jurisdictions”).
The release, publication or distribution of this press release in or into jurisdictions other than Sweden may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than Sweden should inform themselves about, and observe any applicable requirements. In particular, the ability of persons who are not resident in Sweden to accept the Offer may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person.
This announcement has been prepared for the purpose of complying with Swedish law, the Takeover Rules and the Swedish Securities Council’s rulings regarding interpretation and application of the Takeover Rules and the information disclosed may not be the same as that which would have been disclosed if this press release had been prepared in accordance with the laws of jurisdictions other than Sweden.
Unless otherwise determined by MGM or required by Swedish law, the Takeover Rules and the Swedish Securities Council’s rulings regarding interpretation and application of the Takeover Rules, and permitted by applicable law and regulation, the Offer will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction or any other jurisdiction where to do so would violate the laws in that jurisdiction and no person may accept the Offer by any use, means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction or any other jurisdiction where to do so would constitute a violation of the laws of that jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities. Accordingly, copies of this press release and any formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction or any other jurisdiction where to do so would constitute a violation of the laws of that jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction or any other jurisdiction where to do so would constitute a violation of the laws of that jurisdiction.
The availability of the Offer to shareholders of LeoVegas who are not resident in and citizens of Sweden may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in or citizens of Sweden should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions.
The Offer, the information and documents contained in this press release are not being made and have not been approved by an authorized person for the purposes of section 21 of the UK Financial Services and Markets Act 2000 (the “FSMA”). Accordingly, the information and documents contained in this press release are not being distributed to, and must not be passed on to, the general public in the United Kingdom, unless an exemption applies. The communication of the information and documents contained in this press release is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is a communication by or on behalf of a body corporate which relates to a transaction to acquire day to day control of the affairs of a body corporate; or to acquire 50 percent or more of the voting shares in a body corporate, within article 62 of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.
Statements in this press release relating to future status or circumstances, including statements regarding future performance, growth and other trend projections and their underlying assumptions, statements regarding plans, objectives, intentions and expectations with respect to future financial results, events, operations, services, product development and potential and other effects of the Offer, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as “anticipates”, “intends”, “expects”, “believes”, “estimates”, “plans”, “will be” or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. Actual results and developments may differ materially from those expressed in, or implied or projected by these forward-looking statements due to many factors, many of which are outside the control of MGM. Forward-looking statements appear in a number of places throughout this announcement and the information incorporated by reference into this announcement and may include statements regarding the intentions, beliefs or current expectations of MGM or LeoVegas concerning, amongst other things: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies, the expansion and growth of MGM’s or LeoVegas’ business operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation and industry changes on the business of MGM or LeoVegas. Any forward-looking statements made herein speak only as of the date on which they are announced. Except as required by the Takeover Rules or applicable law or regulations, MGM expressly disclaims any obligation or undertaking to publicly announce updates or revisions to any forward-looking statements contained in the offer document to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. The reader should, however, consult any additional disclosures that MGM or LeoVegas have made or may make.
Important notice to shareholders in the United States of America
The Offer described in this press release is made for the issued and outstanding shares of LeoVegas, a company incorporated under Swedish law, and is subject to Swedish disclosure and procedural requirements, which may be different from those of the United States. The Offer is made in the United States pursuant to Section 14(e) of the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”) and Regulation 14E thereunder (“Regulation 14E”), to the extent applicable, and otherwise in compliance with the disclosure and procedural requirements of Swedish law, including with respect to withdrawal rights, the Offer timetable, notices of extensions, announcements of results, settlement procedures (including as regards to the time when payment of the consideration is rendered) and waivers of conditions, which may be different from requirements or customary practices in relation to U.S. domestic tender offers. The offeror’s ability to waive the conditions to the Offer (both during and after the end of the acceptance period) and the shareholders’ ability to withdraw their acceptances, may not be the same under a tender offer governed by Swedish law as under a tender offer governed by U.S. law. Holders of the shares of LeoVegas domiciled or resident in the United States (the “U.S. Holders”) are encouraged to consult with their own advisors regarding the Offer.
LeoVegas’ financial statements and all financial information included herein, or any other documents relating to the Offer, have been or will be prepared in accordance with IFRS and may not be comparable to the financial statements or financial information of companies in the United States or other companies whose financial statements are prepared in accordance with U.S. generally accepted accounting principles. The Offer is made to the U.S. Holders on the same terms and conditions as those made to all other shareholders of LeoVegas to whom the offer is being made. Any information documents, including the offer document, are being disseminated to U.S. Holders on a basis comparable to the method pursuant to which such documents are provided to LeoVegas’ other shareholders.
The U.S. Holders should consider that the price for the Offer is being paid in SEK and that no adjustment will be made based on any changes in the exchange rate.
It may be difficult for U.S. Holders to enforce their rights and any claims they may have arising under the U.S. federal or state securities laws in connection with the Offer, since LeoVegas is located in another country other than the United States, and some or all of its officers and directors may be residents of countries other than the United States. U.S. Holders may not be able to sue LeoVegas or MGM or their respective officers or directors in a non-U.S. court for violations of U.S. securities laws. Further, it may be difficult to compel LeoVegas or MGM and/or their respective affiliates to subject themselves to the jurisdiction or judgment of a U.S. court.
To the extent permissible under applicable law or regulations, MGM and its affiliates or its brokers and its brokers’ affiliates (acting as agents for MGM or its affiliates, as applicable) may from time to time and during the pendency of the Offer, and other than pursuant to the Offer, directly or indirectly purchase or arrange to purchase shares of LeoVegas outside the United States in reliance on applicable exemptions from the requirements of Regulation 14E (or any securities that are convertible into, exchangeable for or exercisable for such shares). These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices, but in any event, at a price per share not more than the Offer Price, and information about such purchases will be disclosed by means of a press release or other means reasonably calculated to inform U.S. Holders of such information. In addition, affiliates to the financial advisors to MGM may also engage in ordinary course trading activities in securities of LeoVegas, which may include purchases or arrangements to purchase such securities as long as such purchases or arrangements are in compliance with applicable law and regulation. Any information about such purchases will be announced in Swedish and in a non-binding English translation available to the U.S. Holders through relevant electronic media if, and to the extent, such announcement is required under applicable Swedish or U.S. law, rules or regulations.
The receipt of cash pursuant to the Offer by a U.S. Holder may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each shareholder is urged to consult an independent professional advisor regarding the tax consequences of accepting the Offer. Neither MGM nor any of its affiliates and their respective directors, officers, employees or agents or any other person acting on their behalf in connection with the Offer shall be responsible for any tax effects or liabilities resulting from acceptance of this Offer.
NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY U.S. STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE OFFER, PASSED ANY COMMENTS UPON THE MERITS OR FAIRNESS OF THE OFFER, PASSED ANY COMMENT UPON THE ADEQUACY OR COMPLETENESS OF THIS PRESS RELEASE OR PASSED ANY COMMENT ON WHETHER THE CONTENT IN THIS PRESS RELEASE IS CORRECT OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
Goldman Sachs & Co. LLC is not responsible to anyone other than MGM Resorts International for advice in connection with the Offer.
1 Board member Torsten Söderberg and the Company’s largest shareholder and CEO Gustaf Hagman have not participated in the LeoVegas Board of Directors’ evaluation or discussions regarding the Offer due to a conflict of interest.2 Adjusted EBITDA refers to the performance measure Adjusted EBITDA as defined in LeoVegas’ financial reports. The amount has been calculated as the sum of the Adjusted EBITDA figures in LeoVegas’ financial reports for the second, third and fourth quarters 2021 and the first quarter 2022.3 Based on 97,652,970 outstanding shares in LeoVegas, which excludes 4,000,000 treasury shares held by LeoVegas.4 Board member Torsten Söderberg and the Company’s largest shareholder and CEO Gustaf Hagman have not participated in the LeoVegas Board of Directors’ evaluation or discussions regarding the Offer due to a conflict of interest.5 LOYS AG: 3,259,281 shares (3.3 percent). Robin Ramm-Ericson: 2,250,000 shares (2.3 percent). Pontus Hagnö: 1,000,000 shares (1.0 percent). Gilston Invest AB: 400,000 shares (0.4 percent).6 Excluding any treasury shares held by LeoVegas.