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.
Catena Media acquires US online sports affiliation company Lineups.com
Catena Media plc, an industry leader in online lead generation, has acquired 100 percent of the shares in Lineups.com, strengthening Catena Media’s leading position in the growing US betting market. Lineups.com is an online sports affiliation company specialising in analytics, betting predictions and tools. The total purchase price amounts to USD 39.6 million, payable in cash in three instalments during a two-year period. An additional contingent cash payment of USD 0.5 million is payable if certain requirements are fulfilled within three years of the transaction date.
Lineups.com supports bettors by providing confirmed and projected starting lineups and rosters for the NFL, NBA, MLB, NHL, US sports leagues and for fantasy sports. The website considers all kinds of available player and team information, including injuries, news, performance and trends. Lineups.com has a strong market position in most of the regulated US states, including the recently launched states of Michigan and Virginia.
Lineups.com recorded sales of approximately USD 7.5 million in the last 12 months to 30 April 2021. Calculated for the first quarter of 2021, the company’s sales corresponded to roughly 10 percent of Catena Media’s total revenue. As Lineups.com is a sports-focused affiliation product, its sales can be expected to fluctuate significantly with the US sports betting calendar.
The purchase price represents a total cash payment of USD 39.6 million, to be payable in three instalments: USD 25 million on closing, USD 9.6 million on the first anniversary and USD 5 million on the second anniversary of the closing date. In addition, a contingent cash payment of USD 0.5 million will be due if the state of New York allows sports betting within three years of the closing date and certain revenue thresholds are met. No material conditions exist in respect of the transaction’s closure. The acquisition will have a direct positive effect on Catena Media’s EBITDA as of the consolidation date on 4 May 2021.
Michael Daly, CEO Catena Media, commented: “The acquisition of Lineups.com strengthens Catena Media’s leading position in the growing US betting market with a complementary product that fits perfectly into our existing US portfolio. It gives us a second, even stronger, national sports betting affiliation site, alongside thelines.com. This will allow us to capture more market share across North America, as well as to take advantage of shared tools across multiple Catena Media sites. Sam Shefrin, the seller and founder of Lineups.com, will bring his industry and technology focus to the Catena Media team and will work with us for the near future as an exclusive consultant to the business.”
Better Collective acquires leading US sports betting media platform, Action Network, for 240 mUSD
With the acquisition of Action Network, Better Collective gains clear market leadership within sports betting media and affiliation in the US and now expects to increase its revenues in the US to more than 100 mUSD by 2022.
Sports betting media group, Better Collective, today announces that it has signed an agreement to acquire 100% of the shares in Action Network, Inc. (“Action”) for 240 mUSD (198 mEUR) on a cash and debt free basis. Founded in 2017 and launched in 2018, Action is uniquely positioned in the US market as the premium sports content and product destination for US sports bettors. A trusted source for sports fans, Action’s media platforms provide an enhanced experience for its users through original sports news content, premium insights, deep menus of odds and proprietary betting tools and data. Action’s diverse revenue model includes a rapidly-growing affiliate marketing business focused on customer acquisition for betting operators in the US as well as subscription products, anchored by Action Pro, Action Labs and Fantasy Labs.
Action continues to benefit from the expanding legal sports betting market in the US. In 2021, Action is expected to achieve revenues approaching 40 mUSD, an increase of over 100% year-on-year, while also generating positive operational earnings in 2021. As more states legalize online sports betting, the potential to further deepen and expand Action’s commercial partnerships with large US-based sportsbooks such as BetMGM, DraftKings, FanDuel and PointsBet is significant. Action is headquartered in New York, and has approximately 100 employees.
The purchase price amounts to 240 mUSD (198 mEUR) on a cash and debt free basis and will be settled in a cash payment and a 12 mUSD issuance of new Better Collective (BETCO.ST) shares to Action’s management, key employees and certain other individuals. 10 mUSD of the cash payment will be paid on a deferred basis as settlement of certain existing share options in Action. The number of Better Collective shares issued will be determined by the volume-weighted BETCO.ST share price 5 trading days prior to the date of this announcement. Further, the issued Better Collective shares will be subject to a lock-up of between 6 and 24 months following completion of the transaction.
The cash component of the purchase price will be provided through bank financing.
The acquisition is subject to customary regulatory approvals and is expected to be completed in Q2 2021.
Better Collective in the US
While the US sports betting market has grown rapidly since the repeal of the Professional and Amateur Sports Protection Act (PASPA) removed a federal ban on online gambling, only 13 states have legalized online gambling at this point. Many more are expected to follow in the coming years, with the addressable market significantly expanding as a result. Total online sports betting revenues in the US are forecasted to reach 4 bnUSD in 2022 and amount to nearly 40 bnUSD in 2033*.
Following the execution of Better Collective’s acquisition strategy and ongoing investments in the US market, Better Collective’s US business has developed successfully, with high growth and a rapid increase in profitability. The acquisition of Action consolidates Better Collective’s leading position in the affiliate and customer delivery verticals within online sports betting, enabled through a number of strong product platforms. In light of this, and given the continued pace of new states regulating, Better Collective expects the US market to continue growing and its US revenues to surpass 100 mUSD by 2022, with positive and increasing operational earnings.
Action will become an integral part of Better Collective US and will continue to operate as a separate business unit with its current brands, management team, and employees, led by CEO Patrick Keane who will report to Group Management through US CEO, Marc Pedersen. Action will integrate with Better Collective’s current organization where relevant in order to generate efficiencies.
Jesper Søgaard, CEO of Better Collective, says:
“I am thrilled to welcome Action and its employees to Better Collective. This acquisition, which is the largest in Better Collective’s history, gives us a leading position within affiliation in the US and a strong foundation for profiting from the continuous regulation of the US betting market. We add three new, very well positioned US sports media brands to our portfolio and welcome around 100 new colleagues, together representing an invaluable pool of knowledge and expertise on the US sports betting media market. By all accounts, this is a great day for Better Collective.”
Patrick Keane, CEO of Action, says:
“Today marks a great achievement in the history of Action. In just a few years, our team has managed to build a leading sports betting product and media business in the US market, making us attractive to a leading international player. I am thrilled about this outcome for our employees and investors and we look forward to continuing to forge great relationships with our league, media and sportsbook partners. Under Better Collective’s ownership, we become part of a company with many years of experience and all the resources necessary to further grow our position and develop our offering, to ultimately enhance the betting and entertainment experience for sports fans. We gain new colleagues, career paths and perspectives. I’m looking very much forward to the journey ahead. ”
Better Collective will consolidate Action into the Better Collective Group from the time of closing. In connection with the acquisition, Better Collective is updating its Financial Targets for 2021:
- Total group revenue is now expected to exceed 180 mEUR (previously more than 160 mEUR); and
- Operational profit is now expected to exceed 55 mEUR (previously more than 50 mEUR).
Better Collective will share more details in connection with its Q1 2021 earnings report that will be released on May 12, 2021.
The acquisition of Action will bring Better Collective’s estimated debt leverage (Net Interest Bearing Debt/EBITDA) above the company’s financial target of <3.0. Due to Better Collective’s strong operating cash flow, the Board of Directors has decided that for the time being, it is acceptable for the company’s debt leverage to exceed the financial target of 3.0, which target remains in place for 2021. The Board will therefore decide upon any potential changes to the company’s long term capital structure in due course.
Morgan Stanley acted as sole financial advisor, Bruun & Hjejle and GreenbergTraurig acted as legal advisors, and PwC acted as accounting and tax advisor in connection with the acquisition for Better Collective. Nordea Bank will be providing financing to facilitate the closing of the transaction.
Moelis & Company LLC acted as sole financial advisor and Venable LLP acted as legal advisor to Action. Gibson, Dunn & Crutcher LLP acted as advisors to The Chernin Group, the largest shareholder of Action.
FortuneJackpots announces new Affiliate Program UK Licenced online casino under new management
Fortunejackpots.com has today announced a new partnership with GamingAffiliates.com. This partnership will enable FortuneJackpots to expand their reach within the UK market, under new ownership and an entirely new affiliate management team.
“This is a really exciting time for GamingAffiliates.com. We are growing quickly and adding FortuneJackpots into our portfolio is a great partnership for us. We are specialists in the English-speaking markets, so FortuneJackpots is a perfect match with their UK and MGA licenced casino,” says Claire Wellard, Affiliate Director at GamingAffiliates.com. “The brand has everything affiliates are looking for in terms of payment solutions, conversion rates, game providers and the rates are competitive for affiliates”.
“The affiliate software has everything we were looking for, and GamingAffiliates.com meets more of our expectations not only with the technology, but also the experienced team behind it,” says Liam Carr, CDO at FortuneJackpots. “The increased exposure and brand awareness in two months has been incredible and we are looking forward to a continued partnership”
The benefits of this new partnership include:
Full-service Affiliate Management of FortuneJackpots
Exposure to the top UK & CA affiliates in the industry
Competitive Rev share, CPA and hybrid rates available
Affiliates can promote multiple brands within one account at GamingAffiliates.com
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