Acroud AB, has entered into an agreement to acquire 100 percent of the shares in Swedishsantas AB also known as TheGamblingCabin (“TheGamblingCabin “) from Swedishsantas Media AB (the “Transaction”) for a consideration of approximately SEK 47.3 million, on a cash- and debt- free basis. The Transaction also includes a potential additional consideration based on EBITDA development during the period from 1 April 2022 up to and including 31 March 2023. The consideration is paid in cash and in newly issued Acroud shares (the “Consideration”). The Transaction is based on Acroud’s signed letter of intent and previously communicated press release dated 17 February 2021. TheGamblingCabin is a fast-growing company offering a software based tipster service as well as some very popular video content within Sports Betting, Poker and Horse Racing. TheGamblingCabin has a clear “strategic fit” with Acroud strengthening the software offerings (SaaS) as well as adding some of the most popular ways of consuming media, YouTube and Twitch, to Acroud’s offering. TheGamblingCabin generated annualized sales of app EUR 1.4 million based on the 9 month period Q220-Q121 with an EBITDA margin of approximately 65 percent reaching an EBITDA of EUR 0.9 million. The Transaction is not subject to any further conditions and is completed as of 15 April 2021.
The Transaction in brief
The Transaction is in line with Acroud’s previously communicated strategy to become a fast-growing global challenger in digital comparison and news services.
The Transaction is in line with previous completed acquisitions and is expected to contribute to increased sustainable revenues and profits through an increased market and product diversification through new verticals, markets and media channels.
The Transaction will lead to a lower risk profile with more stable revenue generation and profitability.
The Transaction is based on Acroud’s letter of intent signed on 17 February 2021.
The consideration for 100 percent of the shares in Swedishsantas AB, on a cash- and debt- free basis, amounts to approximately SEK 47.3 million paid at closing (the “Upfront Consideration”)
Approximately SEK 23.6 million, of the Upfront Consideration will be paid with 7,709,202 Acroud shares (the “Consideration Shares”), at a subscription price of SEK 3.07 per Acroud share (corresponding to EUR 0.30 per share).
50 percent of the Consideration Shares will be subject to a one year lock-up and 50 percent are subject to a two year lock-up from today’s date.
Approximately SEK 23.6 million of the Upfront Consideration will be paid in cash.
An additional consideration can be paid based on a multiple of 5 times the EBITDA generated during the period from 1 April 2022 up to and including 31 March 2023 reduced with an annualized EBITDA based on the Q220-Q121 (the “Earn-Out Consideration”). The Earn-Out Consideration is paid with 50 percent in newly issued shares in Acroud and the reminder in cash (the “Earn-Out Consideration Shares”). The price for the Earn-Out Consideration Shares will correspond to the average price of the Acroud share on Nasdaq First North Growth Market for the 30 consecutive calendar days preceding 1 April 2023 (which corresponds to the end of the period when the mentioned targets are measured). The Earn-Out Consideration amounts to a maximum of approximately SEK 82 million.
Background and rationale
TheGamblingCabin’s main revenue source is through its “software based tipster service” as well “traditional” affiliation revenue generated by high quality online video content. TheGamblingCabin has only revenues from regulated markets and sees great potential for geographical expansion.
This potential acquisition fits well to Acroud’s strategy, and Acroud sees significant synergies and expansion possibilities down the line. TheGamblingCabin’s current growth rate, on stand-alone basis is also good. With TheGamblingCabin Acroud will rapidly expand the streaming offering and rich content throughout Acroud’s global network and other business lines.
The acquisition of TheGamblingCabin is in line with the previously communicated new strategy. Together with the previously communicated acquisitions, the TheGamblingCabin positions Acroud as not only a leading affiliate within Casino, Sport Betting and Poker, but also it strengthens Acroud’s position on the market as a SaaS provider.
With TheGamblingCabin business, Acroud sees not only a strong financial growth driver but also significant synergies across the future operational organization.
“This is the next step of the implementation of Acroud’s strategy to be the “Media House of the Future” and a fast growing global player within Streaming and software solutions for the media affiliation industry. TheGamblingCabin’s “reduction tool” is an industry leading software and TGC’s digital presence with “movable media” is impressive and something that may be expanded internationally. The acquisition together with the other recent acquisitions are together considered transformative and additive for each other. We are building a company where all parts complement each other. Focus will after the acquisition be on “operational excellence” and to develop the new Acroud together with our new team and partners for an existing journey ahead” Robert Andersson, CEO and President, Acroud
Bengt Sonnert, CEO at TheGamblingCabin comments the Transaction;
“To become a part of Acroud was actually nothing that we even thought about initially, but the more we understood what Acroud is building it felt as an easy choice. They share our visions and provide us with new and greater possibilities to bring our business to the next level.”
Purchase Price, Earn-Out Consideration, Lock-Up Period
The upfront purchase price of approximately SEK 47.3 million, on a cash- and debt- free basis, is paid with approximately SEK 23.6 million in cash and approximately SEK 23.6 million is paid with 7,709,202 newly issued Acroud shares. The Consideration Shares are issued at a price of SEK 3.07 per share (EUR 0.30 per share).
The Earn-Out Consideration, which is subject to TheGamblingCabin generating a certain financial performance during the period from 1 April 2022 up to and including 31 March 2023, will be paid with 50 percent in newly issued shares and the reminder in cash. The price for the Earn-Out Consideration Shares will correspond to the average price of the Acroud share on Nasdaq First North Growth Market for the 30 consecutive calendar days preceding 1 April 2023 (which corresponds to the end of the period when the mentioned targets are measured). The Earn-Out Consideration amounts to a maximum of approximately SEK 82 million.
50 percent of the Consideration Shares will be subject to a one year lock-up and 50 percent are subject to a two year lock-up from today’s date. The Earn-Out Consideration Shares will be subject to a one year lock-up as of the date of the issuance.
Issue of Consideration Shares and Earn-Out Consideration Shares
The board of directors of Acroud has today resolved to issue and allot the Consideration Shares pursuant to the authorization granted by the annual general meeting on 25 June 2020. The Earn-Out Consideration Shares will be issued after confirmation of TheGamblingCabin having reached the relevant financial performance.
The Consideration Shares represent 5.95 percent of the total number of shares and votes in Acroud on a fully diluted basis. By issuing the Consideration Shares, the number of shares and votes increase by 7,709,202. The share capital increases by EUR 195 031.05.
The number of shares and the increase of the share capital, upon issuance of the Earn-Out Consideration Shares, will depend on the outcome of the targets for the Earn-Out Consideration and the share price development for Acroud’s share.
‘The future now’ creative heralds opening of iGB Affiliate registration
Clarion Gaming, organisers of iGB Affiliate has adopted ‘The Future Now’ as its creative proposition to help drive participation in the industry-leading show which takes place across 6 – 9 February at ExCeL London. Registration for what will be the last edition of iGB Affiliate to be held in London prior to its relocation to Barcelona in 2025 has opened at https://london-igbaffiliate-2024.reg.buzz
Explaining the background to the campaign creative iGB Portfolio Director Naomi Barton said: “The Future Now was inspired by our customers and broader stakeholder community who during a comprehensive engagement programme told us that they viewed iGBA as the place where the industry’s brightest and best come together to define the future of the industry.
“For so many of our stakeholders the future starts at iGB Affiliate which represents their most important business opportunity of the year. The event messaging captures the pioneering spirit of the industry and reflects iGBA ‘s status as the home of the iGaming Affiliate community. Our commitment is to connect the right people and the best opportunities, providing the fuel that keeps the industry moving forward.”
Looking ahead to what industry professionals will experience at iGBA 2024 Naomi Barton added: “We will be building on the iGB INTRODUCING facilitated onsite networking ‘hub’ to make connections that count and create excitement about the future that they will unlock. As the ONLY exhibition that’s focused purely on igaming affiliation every connection made at show is going to lead somewhere. In terms of content the Pulse Stage will focus on future markets, future tech and future opportunities.
“As this is our last year in London, there will be an iGB Affiliate ‘Farewell to London’ party like no other – and we will be celebrating alongside sister show ICE to ensure that we deliver something exceptional.
“For anyone involved in igaming the 2024 event is not to be missed: the new-to-show tech vendors we will be showcasing will help our audience to stay ahead of their competitors, and provide inspiration and new products being demonstrated by the circa 200 exhibitors expected at our farewell to the London edition of iGBA.”
For more information and to register to attend iGB Affiliate 2024, 6-9 February, ExCeL London:: https://london-igbaffiliate-2024.reg.buzz
Alpha Affiliates Set to Shine at SiGMA Europe 2023 – An Event You Don’t Want to Miss
Alpha Affiliates, the leading direct advertiser for the iGaming industry, is excited to announce its participation in the highly anticipated iGaming event of the year, SiGMA Europe 2023. As a rapidly growing force in affiliate marketing for iGaming operators worldwide, Alpha Affiliates will showcase its latest innovative offerings and unveil plans ahead at the prestigious conference, taking place in Malta from 13th-17th November.
Their attendance comes following significant growth, achieving over 15,000 partners across more than 50 countries, and over 2,000,000 players worldwide. The company, which witnessed a 20% upsurge in new partners this year, now looks to strengthen their international network at SiGMA Europe, networking with top affiliates at the heart of the iGaming world.
Attendees can stop by booth 2147 in the MMH Malta to meet the Alpha Affiliates team, learn more about the company’s vision and values, discuss new partnerships and take advantage of networking opportunities. The team will also be offering affiliates an exclusive preview of the company’s cutting-edge affiliate platform, along with its suite of performance marketing tools, designed to boost conversions and achieve outstanding results.
- Event Name: SiGMA Europe 2023
- Date: November 13-17
- Venue: Mediterranean Maritime Hub (MMH Malta)
- Booth Number: 2147
- Website: https://sigma.world/europe
Alpha Affiliates will be bringing the fun to SiGMA Europe at their two-storey stand, hosting happy hours in the lounge bar with signature cocktails, providing a fully stocked coffee bar for a pick me up during the event, and running prize giveaways with cash and merch prizes up for grabs at Alpha Affiliates’ cash machine.
Boris P, Head of Affiliates at Alpha Affiliates, comments “We are thrilled to connect with fellow innovators and showcase our affiliate programme on the world’s iGaming stage. SiGMA Europe brings together the best and brightest in the industry, and we look forward to forging new partnerships and networking with key other stakeholders at the forefront of the rapidly evolving affiliate marketing landscape. Together, we’ll explore new horizons and drive the future of iGaming and affiliate marketing”
SiGMA Europe 2023 represents the next step in the company’s ambitious growth plans as it connects with more partners and sets its sights on the future.
iGB Affiliate Awards celebrate outstanding achievements, groundbreaking innovations and creativity
The international igaming affiliate community has until 20 October to provide their submissions for the coveted iGB Affiliate Awards, which recognise the outstanding achievements and groundbreaking innovations that have taken place throughout the sector over the last 12 months.
The winners across 20 categories will be unveiled at a futuristic fantasy-themed, black-tie celebration taking place following the second day of iGB Affiliate (8 February) at the Troxy, a Grade II-listed 1930’s Art Deco music venue which is situated just a short journey from ExCeL London.
Previewing the Awards, iGB Portfolio Director Naomi Barton said: “This is the event where the igaming affiliate community is able to collectively let its hair down after an action-packed opening day at the premier show for the sector, and recognise the success of colleagues and competitors in the sumptuous surroundings of one of London’s most-loved Art Deco entertainment venues.
“Recognised for being the Oscars of the industry, the iGB Affiliate Awards comprise 20 categories, 19 of which are open to the industry to enter or vote on. The remaining category – for Affiliate Idol (aka Lifetime Achievement Award) – is selected by an in-house panel but in a change for 2024 we are now inviting suggestions from the industry. The Awards are free to enter. There is no limit on the number of categories you can put yourself or your company forward for – if you feel you meet the entry criteria, then we want to hear from you!
“As iGB Affiliate prepares to say goodbye to London ahead of the show’s 2025 relocation to Barcelona, we want to ensure that the 2024 Awards will be the best edition yet. Which is why we are pulling out all of the stops with a theme which brings together the worlds of cyberpunk and fairytale as the backdrop to showcasing the creativity which runs through the sector.”
With something for everyone to enter, the Affiliate Awards Categories comprise: Best Casino Affiliate, Best Sports Betting Affiliate, Best Bingo Affiliate, Best Poker Affiliate, Best Crypto Affiliate, Best Streaming Affiliate, Marketing Campaign of the Year, Affiliate Employer of the Year and Safer Gambling Initiative of the Year. Individual Categories: Best Affiliate Manager and Affiliate Idol (Lifetime Achievement Award). Programme/Network Categories: Best Affiliate Programme and Best Affiliate Network. Service Provider Categories: Best Tech for Affiliates, Best Tech for Affiliate Programmes, Best Digital Agency and Game of the Year (Public Vote). All Companies: Rising Star, Best Newcomer and Innovator of the Year.
The iGB Affiliate Awards are decided by an external panel of industry judges selected for their expertise on both the igaming affiliate sector and in specialist areas relevant to individual awards, such as safer gambling. All 18 confirmed judges have signed an NDA to keep submitted information confidential and the winners’ names secret until the event has taken place. They are also obliged to declare any potential conflicts of interest prior to judging. Judges are allocated categories aligned to their areas of industry experience and knowledge, and to avoid potential conflicts of interest. Access to submissions is restricted to the judge’s allocated categories.
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