The board of directors unanimously recommends the shareholders of NetEnt to accept the offer from
This statement is made by the board of directors[1] of
The Offer
On
The offered consideration per share in NetEnt represents a premium of 43 per cent compared to the closing price of the NetEnt share of series B on Nasdaq Stockholm on
The acceptance period for the Offer is expected to commence on or around
The process undertaken by the board of directors to evaluate the Offer
In its evaluation of the Offer, the board of directors has taken a number of factors into account which it deems relevant, including, but not limited to, the Company's present strategic and financial position, prevailing market conditions and operational opportunities and challenges, the Company's expected future development and opportunities and risks related thereto, and valuation methods normally used in evaluating public offers for listed companies, including the Offer's valuation of NetEnt relative to comparable listed companies and comparable transactions, premiums in previous public offers on Nasdaq Stockholm, the stock market's expectations in respect of the Company and the board's view on the Company's value based on its expected dividend and cash flow generation. The board of directors has specifically evaluated the Offer in light of the fact that the consideration offered is in
The board of directors, as part of its process to evaluate the Offer and in line with its fiduciary duties, has investigated other opportunities in light of the approach by
In its evaluation of the Offer, the board has also taken into account that NetEnt's largest long-term family shareholders representing 68.22 per cent of the votes and 29.50 per cent of the capital, have signed irrevocable undertakings to accept the Offer, subject to certain conditions, or stated that they intend to sign such irrevocable undertakings.
Upon written request by
The board of directors has engaged Lazard as financial advisor and Vinge as legal advisor in relation to the Offer.
The recommendation of the board of directors
In the board's opinion, NetEnt has a proven and well-defined strategy going forward. However, the board views a combination of NetEnt and
The combination of NetEnt and
The board believes there are a number of strategic benefits to NetEnt from combining its operations with
· The combination will provide substantially increased scale and create a leading supplier of online casino products within Live and slots
· As part of
· The combination will have significant capabilities to leverage its strong position within the US states that have opened up for online casino
· The enlarged entity will provide enhanced client and products diversification to better address a changing market environment
· Combining two world class technology organizations will provide a robust basis for new and innovative products to the benefit of customers and end-users
The Offer represents a significant premium to the prevailing NetEnt share price before announcement of the Offer and the Offer price is also well above the consensus target price of research analysts before announcement of the Offer.
The board of directors unanimously recommends the shareholders of NetEnt to accept the Offer.
Effects on NetEnt and its employees
Under the Takeover Rules, the board of directors is required to present its opinion on the effects the implementation of the Offer may have on NetEnt, especially employment, and its view on
"Evolution is confident that it will be able to build a strong group together with NetEnt's senior management and employees. Evolution recognises the value of NetEnt's senior management and other employees and appreciates that their talent and dedication have been, and will continue to be, integral to NetEnt's and the combined group's success. Evolution does not currently foresee that the combination of the companies will have any material impact on Evolution's or NetEnt's respective employees, including their terms of employment or the locations where the companies currently operate. Following the completion of the Offer, Evolution intends to carry out a careful review of the combined business in order to evaluate how Evolution can organise and develop the group in the best possible way."
The board of directors assumes that the above statements made by
__________
This statement by the board of directors of NetEnt shall be governed by and construed in accordance with substantive Swedish law. Disputes arising from this statement shall be settled exclusively by Swedish courts.
The board of directors of
For further information, please contact:
This is information that
In case of any discrepancies between the Swedish and English language versions of this statement the Swedish version shall prevail.
[1] Board members
https://news.cision.com/netent/r/statement-by-the-board-of-directors-of-netent-in-relation-to-the-public-offer-from-evolution-gaming,c3140639
https://mb.cision.com/Main/13524/3140639/1268865.pdf
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