Evolution Gaming Group AB (publ) (OM:EVO) made an offer to acquire NetEnt AB (publ) (OM:NET B) for SEK 19.6 billion on June 24, 2020. The consideration will be paid in new shares of Evolution Gaming at an exchange ratio of 0.1306 Evolution Gaming share for each share of NetEnt. The Offer includes both the unlisted shares of series A and the shares of series B that are admitted to trading on Nasdaq Stockholm. If NetEnt pays any dividend or makes any other value transfer prior to the settlement of the offer, Evolution will reduce the offered consideration accordingly. The transaction will be funded from issuance of new shares and If a shareholder of NetEnt tenders such a number of shares in the transaction that the share consideration that is to be paid by Evolution for such NetEnt shares does not amount to an even number of new Evolution shares, consideration for excess fractions of shares will be paid in cash. Evolution will finance any such cash consideration through own funds and available credit facilities. As a result of the transaction, senior management and employees of NetEnt will be retained. Therese Hillman, current Chief Executive Officer of NetEnt, will continue to work to support the integration of the companies in the coming months, and is scheduled to leave after the first quarter of 2021.

The offer is conditional upon acceptance of 90% of the shares of NetEnt, subject to regulatory approvals, governmental or similar clearances, approvals and decisions including from competition authorities, approval of shareholders of Evolution, no other party announcing an offer to acquire shares in NetEnt on terms that are more favorable to the shareholders of NetEnt than the terms of the Offer, neither the Offer nor the acquisition of NetEnt being rendered wholly or partially impossible or significantly impeded as a result of legislation or other regulation, any decision of a court or public authority, or any similar circumstance, no circumstances having occurred that have a material adverse effect, or could reasonably be expected to have a material adverse effect, on NetEnt's sales, results, liquidity, equity ratio, equity or assets. NetEnt not taking any action that typically is intended to impair the prerequisites for making or completing the Offer, no information made public by NetEnt, or disclosed by NetEnt to Evolution, being inaccurate, incomplete or misleading. Evolution reserves the right to withdraw the offer in the event that it is clear that any of the above conditions is not satisfied or cannot be satisfied. The Board of Directors of NetEnt unanimously recommends that the shareholders of NetEnt accept the Offer. In the event Evolution, whether in connection with the offer or otherwise, obtains more than 90% of the shares in NetEnt, Evolution intends to initiate a compulsory buy-out procedure with respect to the remaining shares in NetEnt in accordance with the Swedish Companies Act. In connection with such a compulsory buy-out procedure, Evolution intends to promote a delisting of the shares of series B in NetEnt from Nasdaq Stockholm. As on September 22, 2020, The Competition and Markets Authority has launched its merger inquiry and set a deadline of November 16, 2020 for its phase 1 decision. The transaction was approved by the Malta Competition and Consumer Affairs Authority on September 29, 2020. The transaction was approved by the UK Competition and Markets Authority on November 16, 2020. As on November 20, 2020, all conditions to offer have been fulfilled and offer became unconditional.

The publication of offer document is expected to be made on August 14, 2020. Estimated acceptance period is August 17, 2020 till October 26, 2020. The transaction is expected to be settled by November 2, 2020. As of August 20, 2020, estimated acceptance period is August 21, 2020 till October 30, 2020. The transaction is expected to be settled by November 6, 2020. Evolution reserves the right to extend the acceptance period as well as to postpone the settlement date. As of October 12, 2020, the acceptance period is now extended up to and including November 20, 2020. As of November 23, 2020, the acceptance period is extended to November 30, 2020. Evolution Gaming has received acceptance from shareholders holding 93.9 per cent of the total number of shares and 97.3 per cent of the total number of votes in NetEnt. The transaction is expected to have a positive effect on Evolution's earnings per share in 2021.

SEB Corporate Finance acted as financial advisor for Evolution and Fredrik Palm and Rolf Larsson of Gernandt & Danielsson Advokatbyrå acted as legal advisors for Evolution. Lazard acted as financial advisor and Erik Sjöman, Emma Johansson and Sebastian Örndahl of Vinge acted as legal advisors for NetEnt. Cleary Gottlieb Steen & Hamilton LLP acted as legal advisor to Evolution Gaming Group AB in the transaction.

Evolution Gaming Group AB (publ) (OM:EVO) completed the acquisition of NetEnt AB (publ) (OM:NET B) on November 30, 2020. Post completion, Evolution Gaming is holding 237,689,754 shares in NetEnt, corresponding to approximately 96.8% stake and approximately 98.6% of the total number of votes in NetEnt. As Evolution Gaming has acquired more than 90% stake in NetEnt, it has initiated a compulsory buy-out procedure in accordance with the Swedish Companies Act to acquire remaining shares in NetEnt AB. According to a decision by Nasdaq Stockholm, NetEnt's B-shares will be delisted from Nasdaq Stockholm. The last day of trading on the exchange will be December 16, 2020. As of 1 December 2020, Evolution and NetEnt operates as a group under the name Evolution.