NeoGames S.A. (NasdaqGM:NGMS) made an offer to acquire Aspire Global plc (OM:ASPIRE) for SEK 4.3 billion on January 17, 2022. As per terms, the consideration shall be paid through a combination of cash for 50% of Aspire Global shares at a price of SEK 111 per share, and equity consideration for the remaining 50% of Aspire Global's shares consisting of 7.6 million newly-issued shares in NeoGames (equal to an exchange ratio of 0.32 shares in NeoGames per one share in Aspire Global). The exchange ratio was determined based on a $38.01 per share price for NeoGames and a SEK 111.00 per share price for Aspire Global. Newly issued NeoGames shares will be delivered in the form of Swedish depository receipts. Aspire Global shareholders who in the aggregate own 67% of shares have irrevocably elected to accept the Offer and will elect to receive up to 100% of the 7.6 million offered NeoGames shares, as their consideration (subject to proration), which enables all other Aspire Global shareholders to elect all cash if they desire to do so. NeoGames S.A. has obtained fully committed debt financing from Blackstone Alternative Credit Advisors LP, consisting of a SEK 1.9 billion(approximately $215 million) term loan, to partially fund the cash portion of the Offer. The term loan, along with a SEK 133.6 million (approximately $15 million) overfund facility, has a 6-year maturity. Any remaining conditional cash portion of the offer will be funded with cash on hand after settlement. The combined company is expected to be led by Moti Malul, who will continue as Chief Executive Officer, and Raviv Adler as Chief Financial Officer. Tsachi Maimon, the Chief Executive Officer of Aspire Global, is expected join NeoGames as President and lead the newly formed iGaming division. The current Board of Directors of NeoGames is expected to remain in place with no changes. A committee of independent Aspire Global directors has unanimously recommended to Aspire shareholders to accept the offer. The transaction was reviewed and approved by a committee of the NeoGames Board of Directors. The offer is subject to certain regulatory approvals, gaming and competition authorities approval, due diligence review, the receipt of valid tenders of not less than 90% of Aspire Global's shares and customary closing conditions and is expected to be completed during the first half of 2022. The acceptance period for the Offer is expected to commence on or about April 5, 2022 and end on or about May 3, 2022. The expected settlement date is to be on or about May 17, 2022. Transaction is immediately accretive to earnings before taxes. As of April 26, 2022, the offer is expected to close on May 25, 2022. As of May 31, 2022, NeoGames has decided to extend the acceptance period of the Offer until and including June 14, 2022.
NeoGames retained Stifel as its exclusive financial advisor and debt advisor and Josh M. Dubofsky of Latham & Watkins LLP, Herzog Fox & Neeman, Hannes Snellman Attorneys Ltd, Allen & Overy LLP and Camilleri Preziosi its legal advisors. NeoGames' independent director committee retained Goldman Sachs & Co. LLC as its financial advisor. Aspire Global retained Oakvale Capital as its financial advisor and Baker McKenzie as its legal advisor for the transaction. Bob Profusek of Jones Day is advising the Special Committee of the Board of Directors and acted as legal advisor to NeoGames S.A. in connection with its recommended offer to acquire the entire share capital of Aspire Global plc.