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.
AmAff Launches Props.com, A Full Service Media Hub Targeting U.S. Sports Bettors
AmAff, a leading developer of media sites, content, and apps serving the U.S. sports betting and online gambling audiences, has launched Props.com. Props.com provides wall-to-wall coverage of the news, insights, analysis, and trends relevant to the ever-growing population of U.S. sports bettors.
Patrick Everson serves as the Head of Content for Props.com. Everson brings a wealth of experience to the company; he has held various content-focused roles in the gambling space. Most recently, Everson was a Senior Writer for Covers. Prior, he held roles at the Las Vegas Review-Journal, Golfing Las Vegas, and Rebel Nation.
Everson says: “In this rapidly expanding space, what I love most is bringing that sports betting experience straight to you, like you’re on the floor of a Vegas sportsbook with me. Taking you behind the counter to tell you where the action is, why the numbers are moving, and more. The idea is simply this: to provide entertaining and informative content that is actionable — info you can then put to use as a sports betting consumer. With the great team Props has assembled, that’s the goal every day.” Everson is joined by Props.com Managing Editor Matt Jacobs and Associate Managing Editor Spencer Limbach.
AmAff brings together a team of gambling experts with years of diverse experience.
Chris Grove is the founder of AmAff. Grove previously co-founded PlayUSA Media, which grew into the largest legal affiliate network in the U.S. before being acquired by Catena Media in 2017. Grove served as the Acting Director of Catena’s U.S. operations through the conclusion of the transaction in October 2019.
“We’ve assembled a top-tier team at AmAff, and the launch of Props.com marks a major milestone on our path to building the first at-scale affiliate company focused exclusively on the legal U.S. sports betting and online gambling market,” said Grove.
Alec Driscoll oversees AmAff’s operations, bringing years of U.S. gambling experience to the table. Driscoll has worked with numerous high-profile gambling organizations, including sportsbook tech provider FSB, Las Vegas casino operator ACEP, and Red Rock Resorts.
Pearl Gallagher adds a wealth of legal expertise to the AmAff team, bringing experience from the real estate, intellectual property, and gaming sectors. Prior to joining AmAff, Gallagher served as Chief Legal Officer for Geocomply.
Sean Hurley rounds out the AmAff team. Hurley has driven the expansion of gaming operations around the world. Notably, he was DraftKings’ first Head of Sportsbook and spearheaded the company’s New Jersey launch.
The launch of Props.com is one aspect of a multi-stage expansion strategy for AmAff, which also operates BetPrep.com, Wagers.com, and one of the fastest-growing sports betting podcast networks in the U.S., including the shows Props City, Hot Read Hits, Givin’ Props, and Givin’ Futures.
Better Collective acquires Soccernews.nl and Voetbalwedden.net to gain leading position in the Dutch online sports betting market
Global sports betting media group, Better Collective, today announces that it has acquired Soccernews.nl, one of the most visited Dutch online sports media, and Voetbalwedden.net, a well-established Dutch online sports betting community, in separate transactions for total upfront payments of 5.9 mEUR, with maximum deferred and earnout payments of 3.75mEUR.
The two acquisitions form a strategic move that will establish Better Collective with a leading position in the Dutch online sports betting market. It is expected that revenue in Better Collective Netherlands will exceed 3 mEUR in 2022, which will be the first full fiscal year in that market. As a new market, the Netherlands is expected to produce high growth for several years.
A new market for on-line gambling
The Dutch ‘Remote Gambling Act’ will come into effect on October 1, 2021, fully regulating online gambling, which until now has been operated as a state monopoly. With the act, iGaming operators will be given the opportunity to apply for a license to operate in the market and more than 20 operators are expected to be licensed by 2022. According to the international betting and gaming consultancy firm, H2 Gambling Capital, Dutch onshore iGaming is projected to increase from 22% of the country’s total iGaming in 2015 to 81% in 2024. As a result, the Dutch iGaming gross gaming revenue (GGR) for online casino and sports betting combined is expected to reach more than 800 mEUR in 2024, making it the fifth largest iGaming market in Europe.
Together, Soccernews.nl and Voetbalwedden.net attract more than 2.5M monthly visitors. The two media platforms will enable Better Collective to take advantage of the Dutch market opportunity from day one and be well positioned to gain from the expected arrival of larger international sports betting operators in the market in 2022.
Financial targets for 2021 remain unchanged
It is expected that the two acquisitions will have a positive impact on Better Collective’s revenue and earnings for 2021 and onwards. The financial impact in 2021 is however expected to be limited due to the time of incorporation and the time needed for the new Dutch market to establish itself. The financial targets for 2021, therefore, remain unchanged.
Better Collective Netherlands
Better Collective has recently incorporated Better Collective Netherlands B.V and the acquisitions add an experienced team to the Dutch business unit. To manage its Dutch operations, Better Collective has hired Joris Dekkers as Managing Director from August 1, 2021. Dekkers knows Better Collective’s business well as he has supported the company’s preparations for the market opening as an external consultant. He brings a strong background and close to ten years of experience from the iGaming industry, where he has worked on both the media and the operator side.
Jesper Søgaard, Co-Founder & CEO of Better Collective, says:
“We are excited about the regulatory opening of the Dutch iGaming market, welcoming licensed operators and laying the foundation for stronger player protection. The Dutch market has high potential and is expected to grow significantly in the coming years. To be able to capitalize on these opportunities, we are pleased to have added two strong Dutch brands to our portfolio and welcomed Joris Dekkers and a new team to Better Collective. These moves will help us establish a leading position in the Dutch sports betting media landscape.”
Rightlander partners with BetBull
Supplier to help tier one operator improve affiliate compliance
Rightlander.com, the ground-breaking compliance platform has signed a deal with BetBull to help them improve affiliate compliance and boost responsible gambling measures.
Nicole Mitton, Head of Customer Success at Rightlander.com, said: “It’s great to see operators like BetBull partnering with Rightlander to ensure adherence to advertising regulations. These efforts are not only noteworthy from a regulatory point of view, but are also a solid indicator that BetBull are invested in protecting the interests of their stakeholders, affiliates and players in regulated markets.”
Rightlander will offer its technology which encompasses a comprehensive range of affiliate compliance tools which include the Automated Compliance Monitor, a PPC Monitor and a Proactive Affiliate Finder allowing BetBull to remain proactive and in control of their affiliate marketing.
Gabrielle Mallia, BetBull said: “We decided to opt for Rightlander because of its ability to give further visibility into our affiliate’s practices. The PPC Monitor is particularly key in allowing us to ensure adherence to policies specifically related to keywords and geos of promotion. Rightlander increases the efficiency in our compliance monitoring with its wide scope and allows us to quickly identify any breaches should they occur.”
The Automated Compliance Monitor helps detect non-compliant content across territories including the United Kingdom, Sweden, Denmark, Australia and the United States. The monitor flags potential violations such as missing terms and conditions, outdated offers, incorrect marketing assets allowing BetBull to remain compliant according to their jurisdiction’s regulations.
The Proactive Affiliate Finder scans millions of web pages every month to identify new and prominent sites and the innovative PPC Monitor identifies harmful ads to stop them from appearing on an operator’s branded keywords.
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