Elys Game Technology will acquire American bookmaking

NEW YORK–(COMMERCIAL THREAD) – Elys Game Technology, Corp. (“Elys” or the “Company”) (Nasdaq: ELYS) (NEO | ELYS), an interactive gaming and sports betting technology company, today announced that it has entered into a definitive purchase agreement to acquire 100% Bookmakers Company US LLC, a Nevada limited liability company carrying on business as US Bookmaking (“USB”).

Founded in 2016, USB is a provider of sports betting services such as design and advice, turnkey sports betting solutions and risk management. USB’s management team includes legendary sports betting operator Victor Salerno, President, with over 40 years of experience in the Nevada sports betting industry managing risk for over 100 properties and who has been inducted into the American Gaming Association Gaming Hall of Fame in 2015 and the SBC Hall of Fame of Fame in 2020; Bob Kocienski, CEO, with over 40 years of experience in the gaming industry including overseeing sports betting at several leading casinos; Robert Walker, Creative Director of Books, with over 30 years of experience managing sports betting at multiple casinos including Stardust, Mirage and MGM; and John Salerno, Director of Operations and Compliance with over 20 years of experience in the sports betting industry under the tutelage of his father, Victor Salerno.

After the Professional and Amateur Sports Protection Act was repealed in 2018, USB began providing its services at the Santa Ana Star Casino in Albuquerque, New Mexico and expanded its presence in New Mexico with supplier agreements. of services at Isleta Resort & Casino and Santa Claran Hotel & Casino. USB then expanded to Colorado on the Sky Ute property, followed by agreements with the Odawa Tribe in Michigan and the 4 Bears Tribe in North Dakota. In 2021, USB entered into a service agreement in Washington DC with a slated opening for sports betting at the end of 2021. USB also entered into its first B2C deal by leasing a skin for an interactive business in Iowa.

The structure of the agreement provides that, subject to final deliveries, which are expected by July 15, 2021 or as soon as possible thereafter (the “Closing Date”), Elys will acquire 100% of USB and USB will become a wholly-owned subsidiary of Elys (the “Proposed Transaction”). Pursuant to the terms of the Membership Interest Purchase Agreement, Elys will pay $ 12 million on the closing date, of which 50% will be payable in cash and 50% in Elys common stock at a price equal to the price. weighted average according to the volume of Elys Shares during the 90 trading sessions preceding the Closing Date, subject to shareholder approval if the number of shares exceeds 4,401,020. In addition, USB members will have the opportunity to receive up to an additional $ 38 million plus a potential bonus of 10% (or $ 3.8 million) (the “Earnout”) based on the achievement of certain EBITDA milestones over the next 4 years, payable 50% in cash and 50% in shares at a price equal to the weighted average price according to the volumes of the Elys ordinary share for the 90 trading days preceding January 1 of each year during the Earnout period, under subject to obtaining shareholder approval dec ite above and a ceiling on the number of shares to be issued not exceeding 5,065,000. Any surplus not approved by the shareholders or exceeding the ceiling will be paid in cash. The annual earn-out payments are based on the achievement of certain adjusted cumulative EBITDA milestones ranging from ($ 213,850) for 2021 to $ 19,441,483 for 2025.

“We started US Bookmaking with the vision of building a team of leading, experienced bookmakers in light of the impending repeal of the sports betting ban in the United States. Since 2018, our team and network of clients has grown rapidly and we are very optimistic about the expansion and growth opportunities that are developing in the US sports betting market. We realized that to effectively compete and grow with this opportunity, we needed a viable technology partner who is extremely knowledgeable about the sports betting industry. Having visited the Elys trading floor in Italy, we are very impressed with the work the Elys team has done to Americanize its sports betting technology. We believe the timing of this acquisition is ideal for USB as we have been examining the tech area for the best sports betting technology while preparing for the reopening of our customers as the COVID pandemic subsides. Adding a proprietary sports betting platform will allow USB to customize the functionality our customers desire while having full control over our cost structure, ”said Vic Salerno, President and Founder of USB. “We look forward to working with the ELYS team to complete the transaction as quickly as possible.”

“Our team at Elys has worked diligently to prepare our cutting edge platform for the burgeoning opportunity in the US market. Our goal has been to ensure that our future US customers can access a solution designed for sports betting in the US that is supported locally by comprehensive trading, risk management, operations and maintenance teams. for frictionless deployments. We are extremely pleased with the relationship we have developed with the founders and the highly experienced team of USB during our negotiations and the extensive synergies we believe we have between the combined entities. We found a great deal in common between the family culture that Elys fosters in its Italian operations, such as with USB, and its business operations spanning a number of states in the United States. We believe our Elys Gameboard technology will give USB the tools they need to quickly expand their presence in the United States and potentially develop operations in the evolving Canadian sports betting market, ”said Michele Ciavarella, Executive Chairman of Elys Game Technology. “The agreement with USB provides our shareholders with a compelling growth opportunity through the combination of our cutting-edge betting technology and USB’s seasoned bookmaking expertise.

Proposed transaction structure:

The Proposed Transaction is structured in the form of a membership interest purchase agreement whereby Elys will acquire 100% of USB and USB will become a wholly owned subsidiary of Elys. USB sellers will receive $ 12 million paid 50% in cash and 50% in Elys common stock on closing date and up to $ 41.8 million earn-out paid 50% in cash and 50% in ordinary shares of Elys, subject to shareholder approval. requirements and cap described above. The closing of the Proposed Transaction is conditional on the satisfactory performance of due diligence and, where applicable, the approval of the shareholders of Elys and Nasdaq. The Boards of Directors of each party unanimously approved the Membership Interest Purchase Agreement and the proposed transaction on a preliminary basis, with completion of closing subject to a satisfactory fairness opinion and satisfactory due diligence, among other conditions. There can be no assurance that the proposed transaction will take place.

About Elys Game Technology, Corp.

Elys Game Technology, Corp., is a global B2B game technology company operating in multiple countries around the world, with B2C online and land-based gaming operations in Italy. In Italy, Elys offers its customers a full range of leisure gaming products and services, such as sports betting, e-sports, virtual sports, online casino, poker, bingo, interactive games and slot machines.

The Company’s innovative betting solution serves online operators, casinos, retail betting establishments and franchise distribution networks. Additional information is available on our corporate website at www.elysgame.com.

Investors can also find us on Twitter @ELYS_gaming.

Forward-looking statements

This press release contains certain forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are identified by the use of the words “may”, “believe”, “anticipate”, “” have l ‘intention to’, ‘estimate’, ‘expect’, ‘may’, ‘continue’, ‘anticipate’, ‘potential’, ‘plan’ and similar expressions which are intended to identify forward-looking statements and include statements regarding the closing of the proposed transaction by July 15, 2021 or as soon as possible thereafter, the extensive synergies available to the combined entities, Elys Gameboard technology giving USB the tools they need to rapidly expand their US footprint current and expand their operations. These forward-looking statements are based on management’s expectations and assumptions as of the date of this press release and are subject to a number of risks and uncertainties, many of which are difficult to predict and which could cause results to be achieved. actuals differ materially from current expectations and assumptions from those stated or implied by forward-looking statements. Important factors that could cause actual results to differ materially from current expectations include, among others, the ability of the Company to complete the proposed transaction as planned, the ability of the Company to leverage the synergies of the combined entities, the Company’s ability to help USB rapidly expand their current footprint in the United States, Company’s ability to execute its strategy and vision for growth, duration and extent of the COVID-19 outbreak worldwide, including the impact on national and local economies, and the risk factors described in the company’s annual report on Form 10-K for the year ended December 31, 2020 and its subsequent filings with the United States Securities and Exchange Commission, including subsequent periodic reports on Form 10-Q and current reports on Form 8-K. The information in this press release is provided only as of the date of this press release, and the Company assumes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unforeseen events, except as required by law.


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