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Zeal Network SE Announces Takeover Offer For Germany’s Largest Private Digital Lottery Broker Lotto24 AG

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Zeal Network SE Announces Takeover Offer For Germany’s Largest Private Digital Lottery Broker Lotto24 AGReading Time: 5 minutes

 

  • The transaction will create a digital lottery group with currently more than 5 million combined customers globally, current combined billings of about EUR 500 million, and a diverse international footprint
  • The combined group will build on the existing position of Lotto24, discontinue the German secondary lottery business of Tipp24 and transform it to a locally licensed online broker. The companies jointly aim to accelerate growth of online brokerage in the EUR 8.7 billion German lottery market
  • The all-share takeover delivers significant benefits for shareholders with expected cost synergies of EUR 57 million per year, strong future cash generation, and a reduced risk profile
  • The transaction strengthens the German lottery market and returns to federal states and their lottery beneficiaries
  • ZEAL expects to offer one new ZEAL share for ca. 1.6 Lotto24 shares, reflecting the ratio of the volume-weighted average prices of ZEAL and Lotto24 shares over the past three months
  • ZEAL has secured irrevocable commitments to accept the offer from major shareholders representing approximately 65% of Lotto24 shares

 

ZEAL Network SE (“ZEAL”) announced an all-share voluntary takeover offer for Germany’s largest private digital lottery broker, Lotto24 AG (“Lotto24”). On completion, the transaction will create a digital lottery group with currently more than 5 million combined customers globally, current combined billings of about EUR 500 million, and a diverse international footprint.

In the context of the deal, and consistent with its renewed strategy to de-risk its business model and focus on locally-licensed businesses, ZEAL intends to transform its German secondary lottery business into a locally licensed online brokerage model after reacquiring control of its myLotto24 and Tipp24 subsidiaries and, in due course, to relocate ZEAL to Germany. The transaction will significantly strengthen the German lottery market and expand returns to federal states and their lottery beneficiaries.

 

A strong platform for accelerated growth and shareholder value creation

The transaction combines the strong balance sheet, high-quality loyal customer base, and technological capabilities of ZEAL with the proven expertise of Lotto24 in the German lottery brokerage market. The enlarged Group will be in a unique position to accelerate online brokerage growth in the German lottery market.

The Group will also continue to pursue its international growth ambitions, building on the existing, diverse international portfolio (UK, Ireland, Spain, Norway, and Netherlands) and global development pipeline of ZEAL, with the aim of creating long-term growth and sustained shareholder and customer value.

ZEAL believes that the change to its business model in Germany will deliver significant benefits to ZEAL shareholders in the medium term as a result of reduced operational, tax and regulatory risk as well as improved growth potential. As part of the business model change, ZEAL has taken the decision to discontinue certain products and to focus on less volatile brokerage income in the German market, resulting in net annual run-rate revenue dis-synergies of ca. EUR 107 million, which is expected to be compensated for over time through accelerated growth of the enlarged Group. The combination with Lotto24 is also expected to deliver annual run-rate cost synergies of c. EUR 57 million through greater platform efficiencies and significant reductions in other operational costs. Further details of these revenue dis-synergies and cost savings are set out in Appendix A to this announcement.

In addition, ZEAL management has identified further cost savings of approximately EUR 4 million, which do not arise as a consequence of the transaction and sees additional potential future upside.

 

Dr Helmut Becker, CEO of ZEAL, said:“ZEAL will reunite with Germany’s largest digital lottery broker. We will have a significantly enlarged, loyal customer base, strong technology and marketing platforms, and an exceptionally experienced team. Together with our plans to regain control of Tipp24 and transform its German business models, this puts us in an excellent position to accelerate online growth in both the EUR 8.7 billion German lottery market and EUR 270 billion global lottery sector – as a locally-licensed broker, licensed operator, and lottery investor. This transaction is good for shareholders, good for customers, and good for the German federal states and their lottery beneficiaries. We have held initial, constructive conversations with Lotto24 and look forward to further engaging with the management to achieve a successful combination of the businesses. We also look forward to a successful and constructive cooperation with Germany’s state lotteries and invite all shareholders to join us on this journey.”

 

Since its IPO on the Frankfurt Stock Exchange in 2012, Lotto24 has grown rapidly. In 2017, Lotto24 generated billings of EUR 220.7 million and revenues of EUR 25.2 million. In October 2018, Lotto24 upgraded its full year guidance, anticipating billings’ growth of between 38% and 43% for 2018. In the first nine months of 2018, the company increased billings by 43% to EUR 235.9 million, revenues grew almost 50% to EUR 28.1 million, and the total number of registered customers rose by 36% to 2.04 million.

ZEAL has nearly two decades’ experience as an online lottery operator, reseller and investor. In 2017, ZEAL delivered billings of EUR 280.5 million and revenues of EUR 134.3 million. In the first nine months of 2018, billings increased 5% to EUR 212.4 million, revenues rose by 19% to EUR 111.2 million, and the number of new customers grew by 54%, taking the total number of registered customers of the Group to more than 3.5 million.

 

Transaction supported by major Lotto24 shareholders

ZEAL will offer Lotto24 shareholders the opportunity to exchange their Lotto24 shares for shares in ZEAL. The offer consideration will reflect the ratio of the volume-weighted average share prices of both Lotto24 and ZEAL over the past three months before announcement of the transaction. Subject to the final determination of the minimum prices required by law and the final terms set forth in the offer document, ZEAL intends to offer one new ZEAL share as consideration in exchange for each ca. 1.6 tendered shares of Lotto24. Independently of the offer, ZEAL expects to pay an ordinary interim dividend ofEUR 1.00 by year-end 2018.

 

In a clear statement of shareholder support for the deal, ZEAL today entered into irrevocable tender agreements with major shareholders of Lotto24, namely with Günther Group, Working Capital and Jens Schumann. They represent approximately 65% of the shares and voting rights in Lotto24. By entering into the tender agreements, these shareholders have undertaken to tender their shares in Lotto24 into the offer.

 

Jonas Mattsson, Chief Financial Officer of ZEAL“We believe this deal creates significant value for ZEAL and Lotto24 shareholders. The future growth prospects, significant reduction of regulatory risk and the related uncertainties, and EUR 57 million of annual cost synergies make the combined group a highly attractive long-term investment proposition. With our shared history, we are confident of achieving a seamless integration of both companies. Weencourage all holders of Lotto24 and ZEAL shares to follow the major shareholders and take part in the offer.”

 

The offer will be made in accordance with the conditions to be set forth in the offer document, among others a minimum acceptance rate of 50% plus one share of Lotto24. Further details of the offer and its terms, including the acceptance period, will be contained in the offer document. ZEAL expects that the offer document will be published on the website www.zeal-offer.com at the beginning of 2019.

An extraordinary general meeting of ZEAL is expected to be held at the end of December 2018, at which ZEAL will ask its shareholders to approve the offer, including the acquisition of Lotto24 shares from certain members of the Supervisory Board of ZEAL or persons connected with them, and authorise the Executive Board to allot a number of shares as required to fund the offer. As Günther Group has made it a condition to its tender agreement with ZEAL that it will not, as a consequence of the offer, be subject to a legal obligation to make a general offer for the shares in ZEAL which it does not own at that time, ZEAL will furthermore propose a resolution to its shareholders (other than Günther Group and persons acting in concert with Günther Group) to approve the waiver of such obligation granted by the Panel on Takeovers and Mergers. The ZEAL shareholder approvals will be a condition for ZEAL to publish the offer document.

Discussions with the German gambling regulatory body about the future licensing arrangements for the enlarged Group have already been initiated. ZEAL expects to complete the transaction in the first half of 2019.

Source: Latest News at European Gaming Media

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Breaking News: Dutch Senate votes to legalize online gambling

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The Netherlands Senate voted today in favor of the country’s long-awaited online gaming legislation, which was approved by the House of Representatives back in 2014.

The new regulatory regime will allow operators to secure online sports betting and casino gaming licenses to serve Dutch consumers, subject to secondary legislation that is yet to be submitted for European Commission approval.

Today, the Dutch Senate voted in favor of legislation to legalize internet-based gambling, clearing the way for foreign and Dutch firms to apply for licenses.

On Monday, the Financieele Dagblad said some 300 companies have expressed interest in running a gambling website in the Netherlands and about 50 are expected to make a formal application for a license when they are up for grabs next year. Tuesday’s vote comes two years after the lower house voted in favor of allowing third parties to legally offer online gambling.

Holland Casino is the Netherlands’ only state-regulated gambling establishment but foreign firms widely flout the ban and continue to target Dutch punters.

The two Christian parties in the ruling coalition voted against the legislation. They claim allowing more companies to offer online betting will lead to more problems with addiction.

Source: DutchNews.nl

Source: Latest News at European Gaming Media
This is a Syndicated News piece. Photo credits or photo sources can be found on the source article: Breaking News: Dutch Senate votes to legalize online gambling

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BetConstruct attained a partnership with SA Gaming

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BetConstruct announces a new strategic partnership with an online entertainment platform provider in Asia – SA Gaming.

As a result of the agreement, SA Gaming’s various slots and live casino solutions will be integrated into BetConstruct’s platform. Around 30 slots such as The Guard, World Cup Fever, Red Dragon, Saint of Mahjong, Indiana’s Quest, Dragon Tiger, and others currently fulfill their gaming catalog.

“This is an important partnership for us, as a result of which our gaming portfolio will be enhanced with more Asian themed slots and live casino games, ” says BetConstruct regional director Lusine Khudaverdyan.

 

Apart from the slots, SA Gaming has a wide portfolio of live casino games famous in Asia. Following the partnership, we already support such games as Baccarat, Roulette, Sic Bo, Fan Tan and Speed Baccarat from our new Asian 3rd party provider. Together with SA Gaming we believe to provide premium gaming solutions for all our partner operators.

 

About BetConstruct

BetConstruct is an award-winning developer and provider of online and land-based gaming solutions with development, sales, and service centers around the globe.

BetConstruct’s innovative and proven offerings include an extensive range of products and services, including Sportsbook, Sports Data Solutions, Retail Solutions, RNG & Live Dealer Casino, VR Casino, Poker, Skill Games, Fantasy Sports, Social Platform and more. The latest addition is the industry-first complete management infrastructure, SpringBME (Business Management Environment).

All partners benefit from the BetConstruct Spring platform with its powerful back-office tools and all-inclusive services that empower operators’ growth and help contain their costs. From stand-alone set up to turn-key and white label solutions, BetConstruct offers its partners unfettered opportunity to succeed.

Source: Latest News at European Gaming Media
This is a Syndicated News piece. Photo credits or photo sources can be found on the source article: BetConstruct attained a partnership with SA Gaming

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Bangladesh bans online gambling websites

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Bangladesh Telecommunication Regulatory Commission (BTRC) has asked all the internet gateway providers and Telecom department to run an internet safety solution programme to block online gambling websites. BTRC is believed to have received an instruction to effect the same from the country’s government.

The telecom regulator has sent the order to block the websites so that these websites will not be accessible in Bangladesh again.

“It might take few more hours to block all the sites completely as blocking any site is so technical,” said Md Emdadul Hoque, general secretary of Internet Service Provider Association of Bangladesh (ISPAB).

A top official of the BTRC said they have often found complaints from different sides about online gambling and that needs to block for the sake of safe internet.

Source: Latest News at European Gaming Media
This is a Syndicated News piece. Photo credits or photo sources can be found on the source article: Bangladesh bans online gambling websites

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