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Acroud strengthens the position within Streaming and SaaS in Sports Betting and Poker through the acquisition of TheGamblingCabin

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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.

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Affiliate Announcements

247Partners strengthens leadership with strategic appointment

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247Partners strengthens leadership with strategic appointment

 

The leading multi-brand affiliate programme 247Partners has appointed Alex Boiko to the position of Head of Affiliate.

Alex brings with him more than three years’ experience, having most recently worked as Affiliate Marketing Manager for 7StarsPartners.

He will work across the company’s three unique casino brands, Amun Ra, 5Gringos and 7Signs and well as its partners, located in a broad range of markets.

The appointment comes as the company’s global affiliate network continues to grow and offer a product that is tailored to a varied selection of regulated territories.

Denys Butko, the founder and CEO of ButOn Group, said: “We are excited to welcome Alex to our evolving affiliate team. His recruitment is yet another step in our aim to further strengthen our senior management team.

“A goal of ours is to have the industry’s best and his track record shows that he is a proactive affiliate professional with all-embracing expertise and an exceptional performance record in the igaming and tech-related industries.”

Alex said: “247Partners has achieved a lot in a very short space of time so it is exciting to be joining when the company is hitting its stride. I am looking forward to growing the business alongside such hardworking industry experts and help the company to achieve its bold vision.”

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Affiliate Announcements

Introducing The Affiliate Agency

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Introducing The Affiliate Agency

 

Full service iGaming affiliate staffing and management for emerging markets

With an eye on emerging iGaming markets, The Affiliate Agency (TAA) has launched to help merchants with affiliate program management and day-to-day management of their affiliate programs. The two veteran owners of TAA each have over 20 years experience with affiliate program management and relationship building. The Affiliate Agency is ready to leverage this experience and connections to help launch new and grow existing affiliate programs in all industries, with a focus on iGaming.

The Affiliate Agency is a full service affiliate marketing agency that is committed to flexibility when working with clients. Along with affiliate management staffing, TAA helps with affiliate recruitment, program setup, affiliate engagement, and manager training. The Agency also has a team ready to provide design of creatives, copywriting services and more. Each offering by TAA is available a la carte. The Agency is also affiliate software agnostic and will work with any tracking platform required, and can recommend the best system for each client from a list of trusted providers.

“The most difficult part of running a successful affiliate program is hiring seasoned affiliate managers who have connections to high value affiliates,” said General Manager Connie Burstin. “With The Affiliate Agency we plan to streamline and provide this process out of the box for brands, allowing them to hit the ground running and earning revenue with their affiliate programs from day one.”

The Affiliate Agency is based in the United States and Canada and has staff in Costa Rica, positioning itself to service iGaming operators targeting the Americas but also worldwide.

 

For more information about the Affiliate Agency, contact info@TheAffiliateAgency.co or visit TheAffiliateAgency.co

 

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Affiliate Announcements

Acroud publishes interim report Jan-Mar 2021: Strong quarter characterised by growth and acquisitions

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First Quarter 2021

  • Revenue amounted to EUR 5,579 (3,191) thousand, corresponding to a growth of 75% (-21%) and an organic growth of -10% (-22%).
  • EBITDA amounted to EUR 1,441 (1,742) thousand. Adjusted EBITDA (before items affecting comparability related to acquisitions and new share issues) was EUR 1,575 (1,742) thousand.
  • Profit after tax was EUR 748 (2,759) thousand. Adjusted profit after tax (before items affecting comparability and currency effects) was EUR 553 (1,440) thousand.
  • Earnings per share after dilution amounted to EUR 0.006 (0.036). Adjusted earnings per share (before items affecting comparability and currency effects) was EUR 0.005 (0.019).
  • New Depositing Customers (NDC) amounted to 31,787 (9,622) increasing by 230% (-16%).
  • Cash flow from operating activities excluding one-off tax payment relating to acquisitions amounted to EUR 388 (1,625) thousand.

Significant events during the quarter

  • In January, Acroud acquired the assets in Power Media Group (PMG), which includes Voonix, Matching Visions and Traffic Grid. PMG consists of three fast-growing companies which are mainly active in the European market with the affiliate network Matching Visions and marketing campaign broker Traffic Grid, but also includes an industry-leading SaaS service provider with Voonix. In 2020 PMG generated revenues amounting to EUR 9.6million and an EBITDA amounting to EUR 0.9million. PMG pursues a different business model with high entry-barriers and have diversified revenue streams where Matching Visions acts as a “hub” in the Affiliation industry where several thousand smaller affiliate sites are connected with operators. Matching Visions operates with a margin of around 10-15% and is, with its network, a vital part in the media ecosystem which Acroud has created.
  • In January, the Company obtained a license to operate in Pennsylvania, which is already a regulated State. At the same time, Michigan, where Acroud already has a license, was regulated, which means that Acroud can run Sports Betting, Casino and Poker affiliate operations in both states.
  • In February 2021, a new organizational structure was introduced, with two operational segments: the iGaming Affiliation segment and the… As a Service segment (SaaS and BaaS solutions). In the iGaming Affiliation segment, news and comparison sites are operated. In the… As a Service segment, we offer software and service solutions in the media and affiliation industry, so-called Software as a Service (SaaS) and Business as a Service (BaaS) offerings. In connection with the introduction of the new organization, a new and strengthened management team was formed consisting of seven people.
  • In February, Acroud gave an update on US Strategy. Acroud will continue on the track with focus on the US market evaluating different growth initiatives to find the right balance between organic growth, partnerships with Media Houses and executing possible strategic acquisitions. As part of the evaluation Acroud decided to withdraw from the process of a potential acquisition where a Letter of Intent (“LOI”) was announced on 3 November 2020. The rationale behind the withdrawal was a combination of higher transaction risk than anticipated and increased momentum of our current assets.
  • In February, the Company signed another letter of intent for the acquisition of TheGamblingCabin (TGC), which is a fast-growing company that offers both a software-based “gaming tips” service and highly popular streaming channels within Sports Betting, Poker and Horse Racing. TGC has a clear strategic fit with Acroud, whereby we strengthen our software offering (SaaS), while adding some of the most popular media channels, YouTube and Twitch, to our offering. The acquisition was finalized in April 2021.
  • In March, an Extraordinary General Meeting was held which decided on an employee stock option program. The employee share option program covers key personnel and will run for three years until March 2024. The Extraordinary General Meeting was held on 1 March 2021.

Significant events after the quarter

  • After the end of the period, TGC was acquired for a purchase price of approximately SEK 47 million, on a cash and debt-free basis. The purchase price was paid in cash and with newly issued shares in Acroud. The transaction was based on Acroud’s signed letter of intent published in a press release on 17 February 2021. TGC generated annual sales of approximately EUR 1.4 million, based on the 9-month period Q320– Q121, with an EBITDA margin of approximately 65 percent resulting in annual EBITDA of approximately EUR 0.9 million.
  • In April, Jonas Strömberg from Erik Selin Aktiehandel AB and Maria Grimaldi Andersson were proposed to be elected as new board members of Acroud during the Annual General Meeting on 20 May 2021. At the same time, Fredrik Rüden and Jonas Bertilsson renounced re-election.

VD-comment: The Ride continues!

It has been a very eventful quarter during which we have executed the communicated strategy with increased focus on growth, which is seen in increasing NDCs (New Depositing Customers) development. This is one of the most important key figures and the development has been very strong, to a large extent as a result of acquisitions made and the synergies they entail. We have developed Acroud from being a traditional “comparison site” affiliate company to owning a strong “ecosystem” in the media and affiliation industry. We are taking big steps forward in high speed through an innovative and forward-leaning approach. We connect People, Content Creators (Bloggers, Youtubers, Affiliates, etc.) and activities within the ecosystem.

In short time we have developed Acroud from primarily operating traditional comparison and news sites within iGaming to also run land-based live events, SaaS solutions, BaaS solutions and high-quality media content such as Streaming, Twitch and Youtube. All of these mentioned components or “circles” meet in Acroud and it is so “where the magic happens” in the media ecosystem.

A strong and progressive quarter

When I took over as CEO I expected that it would take around 12 months before we would harvest the initial fruits of the extensive change management work. Therefore it is extra gratifying to see the results for the first quarter confirming this:

  • NDC development is strong and increasing sequentially in both the iGaming Affiliation and As a Service segments, to 31,787 NDCs, largely driven by acquisitions, compared to 11,262 NDCs during the fourth quarter of 2020
  • REVENUES increase sequentially by 123% to EUR 5,579, where revenues from the iGaming Affiliation segment also show growth of 13%
  • ADJUSTED EBITDA increasing 54% quarter on quarter reaching 1,575 kEUR compared to 1,023 kEUR previous quarter

Through the change management work, the original iGaming Affiliation segment now shows growth sequentially, excluding acquisitions. Our comparative figures compared to the first quarter last year have been affected by the adjustment made in the Dutch market in July last year, which mainly explains the negative organic growth in iGaming Affiliation on an annual basis. According to Dutch authorities, the market is expected to reopen in October 2021.

What is “The Media House of the Future”?

For Acroud, it is a mantra and means a lot. First of all, it’s an attitude. “Future” means being pro-active, adaptable and to be in the forefront. “Media house” means that we build an ecosystem consisting of several different components that together complement each other with clear synergies. As an example, during March 2021 we generated +1,000 NDCs through streaming, which has not been generated in previous quarters in the business. By getting the various components to work together, we create diversification, high-qualitative content and high entry barriers. Step by step, we are moving from being a pure player with traditional comparison sites to a product mix comprising more complex solutions with high entry barriers and high-quality content.

Through the acquisition of Power Media Group, Acroud took a big leap into the SaaS industry and has now also become a SaaS company (Software as a Service). In line with our vision to create a better way for “Content Creators” to monetize from their work, we now offer two different software solutions. 1) Voonix, which is an industry-leading data collection tool in the affiliation industry, and 2) Affhut, which simplifies for users to build and create their own networks of “Content Creators”.

The acquisition of TheGamblingCabin (TGC) in April was another important milestone on the road to create the “Media House of the Future”. TGC is a fast-growing player in streaming and software solutions for the media and affiliation industry. TGCs’ “reduction tool” is an industry-leading software and the company’s digital presence is impressive and can be launched internationally. This and the other acquisitions we have made recently transform and strengthen Acroud at the same time as we position ourselves as a SaaS supplier on the strategic map.

Acroud´s three growth pillars

Following the acquisitions, a new company have been formed which consists of two operational segments: iGaming Affiliation (news and comparison websites) and …As a Service (SaaS- and BaaS solutions). Our expansion strategy for the two segments is based on 3 growth pillars which are iGaming Affiliation, BaaS and SaaS solutions. The iGaming Affiliation is our underlying affiliate business containing the traditional verticals; Poker, Sports Betting and Casino. Acroud delivers high quality content and uses search engine optimisation to rank high in keywords and thereby drive traffic in the media industry. The second pillar, “Software as a Service” (SaaS) solutions, has been described above, while the third pillar “Business as a Service” (BaaS) is a service offering that primarily includes Matching Visions. Matching Visions provides “Content Creators” (Bloggers, Youtubers, Affiliates, etc.) access to a large client base, unique software, tools and business terms, which would otherwise be out of their reach. Thousands of smaller iGaming affiliate sites around the world come together, via Matching Visions, to provide traffic and new players to online gaming operators.

Focus on “Operational Excellence”

After the integration of the acquired businesses, the focus is on ‘Operational Excellence’ and on developing the new Acroud together with our new team. In February a new management team was formed with experienced leaders from the industry who see the synergies within our group and have a way of working which is fast, entrepreneurial and professional. We are constantly improving and building a strong organization adapted to growth.

In addition, after two years of work, all sites have now migrated to one and the same platform, which means efficient and scalable roll-out of sites. Preparations for the opening and regulation of the German and Dutch markets this year are in full swing and the last pieces of the puzzle will fall into place during the second quarter so that we are ready to capitalize on our iGaming assets.

Our way to create shareholder value

I always aim to engage the best talent, make best use of resources and find our own unique position in the value chain within the industry. This in turn will maximize shareholder value. This is exactly what we are doing with Acroud moving on the strategic map and creating a unique media company with powerful SaaS solutions, unique focus on Poker and high-quality content including a large network of streamers. We like to see opportunities where others have not yet understood the full potential.

At the same time as others rush to the US, we continue our focus on organic growth step by step where our US assets are showing momentum. We focus on the areas where we have “low-hanging fruit” to pick to create value for shareholders.

In addition, we continue to create unique content and unique revenue streams by “owning poker again” via TheGamblingCabin and The Festival Series which is a land-based and competitive Sports Betting, Casino and Poker event at several different destinations in Europe. We are also expanding the streaming networks within Matching Visions as well as broadening our SaaS solutions through Voonix expansion. Pictures, mobile media and film are becoming important in our daily lives and also for search engine optimization, which is the foundation for building awareness regarding Acroud websites and brands. Thus, “User Generated Content” norm today – let’s do it through a strong offering in social media.

We will continue to pursue an opportunistic acquisition strategy where we evaluate new potential acquisitions, primarily focusing on SaaS solutions and Sports Betting, but we will not be as aggressive as the second half of 2020 and the first half of 2021. Priority will be on organic growth in our base portfolio, integration of completed acquisitions, while we will step by step reduce net indebtedness over time.

In summary, the pieces of the Acroud puzzle are starting to fall into place to build “The Media House of the Future” and we are prepared for solid growth. You can expect that we will continue to keep a high pace, invest smart and create value for shareholders.

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