(Información remitida por la empresa firmante)
The following shareholders, who in aggregate control 50.79 per cent of all shares in Fantasma, have undertaken to accept the Offer:4Fredrik Johansson, holding 503,762 shares (497,762 directly and 6,000 indirectly through CF Digital Developments AB), corresponding to 14.16 per cent of all shares in Fantasma;
Karl Lindstedt, holding 309,379 shares, corresponding to 8.70 per cent of all shares in Fantasma;
Christina Andersson, holding 207,832 shares, corresponding to 5.84 per cent of all shares in Fantasma;
KL Capital, holding 207,671 shares, corresponding to 5.84 per cent of all shares in Fantasma;
Martin Fagerlund, holding 182,445 shares (20,000 directly and 162,445 indirectly through Dundo AB), corresponding to 5.13 per cent of all shares in Fantasma;
Oliver Jönsson, holding 160,000 shares, corresponding to 4.50 per cent of all shares in Fantasma;
Tianzhi Zhou, holding 152,669 shares, corresponding to 4.29 per cent of all shares in Fantasma; and
Eric Holmberg, holding 82,700 shares, corresponding to 2.33 per cent of all shares in Fantasma.
The undertakings to accept the Offer terminate if another party announces a competing offer for all shares in Fantasma at an offer consideration per share exceeding the Offer consideration by at least 20 per cent and EveryMatrix does not within 10 business days from the announcement of such competing offer announce an increase of the Offer consideration so that the new price per share under the Offer matches or exceeds the offer consideration per share under the competing offer. The 20 per cent hurdle and the right for EveryMatrix to match a competing offer apply to each and every competing offer as well as each and every increase of the offer consideration under any competing offer.
Conditions for completion of the Offer
Completion of the Offer is conditional upon:
EveryMatrix 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. However, with regard to the conditions set out in items 2–7 above, the Offer may only be withdrawn where the non-satisfaction of such condition is of material importance to EveryMatrix’s acquisition of Fantasma or if it is approved by the Swedish Securities Council.
EveryMatrix reserves the right to waive, in whole or in part, one or more of the conditions set out above, including, with respect to the condition set out in item 1, to complete the Offer at a lower acceptance level.
Approvals from authorities
According to EveryMatrix assessment, the Offer will not require any regulatory or governmental clearances, approvals or decisions.
Financing of the Offer
Completion of the Offer is not subject to any financing condition. The Offer consideration payable to shareholders of Fantasma that accept the Offer is financed in full by cash on hand.
Review of information in connection with the Offer
EveryMatrix has conducted a limited confirmatory due diligence review of Fantasma in connection with the preparation of the Offer. Fantasma has confirmed that no inside information regarding Fantasma has been disclosed to EveryMatrix during the due diligence review.
Management and employees in Fantasma
EveryMatrix does not intend to implement any material changes to Fantasma’s employees and management team or to the existing organisation and operations, including the terms of employment and the locations where Fantasma conducts its business.
Fantasma’s independent bid committee has approved that EveryMatrix offers certain key personnel of Fantasma, including the CEO, participation in a management incentive plan. The incentive plan, which is subject to and would be implemented upon completion of the Offer, is designed to ensure the continued long-term commitment of the participants in the plan. Participation in the incentive plan involves a possibility to receive a cash payment from Fantasma after a three–year period following completion of the Offer, to be determined based on the performance and a valuation of the combined group at the end of such retention period. Customary leaver-provisions as well as requirements on performance and good standing will apply to the participation in the incentive plan. Some of the key personnel of Fantasma that have been offered participation in the incentive plan are currently shareholders in Fantasma. Neither participation nor the size of the allocation in the incentive plan are related to any such shareholding in Fantasma.
Information on EveryMatrix
EveryMatrix delivers iGaming software, solutions, content and services for casino, sports betting, payments, and affiliate management to global Tier 1 operators as well as to newer brands. The platform is highly modular, scalable, and compliant, allowing operators to choose the optimal EveryMatrix solution and combine with third-party and in-house technology and capabilities.
EveryMatrix empowers clients to unleash bold ideas and deliver outstanding player experiences in regulated markets. EveryMatrix has 1,000 employees across 13 countries and serves 300+ customers worldwide, including the regulated U.S. market. EveryMatrix generated over EUR 81 million in EBITDA during the 12 month period July 2023 to June 2024 and had over EUR 34.1 million in cash and cash equivalents as of 31 July 2024.
EveryMatrix Software Limited, registration number C51832, is a private limited liability company which has its registered office in Malta and headquarters at Piazzetta Business Plaza, Office 12, Level 10, Triq Ghar il-Lembi, Sliema, SLM1605, and is a wholly-owned subsidiary of EveryMatrix Holding plc., in which the CEO of EveryMatrix, Ebbe Groes, is the majority ultimate beneficiary owner.
EveryMatrix has not made any decisions involving any material changes to EveryMatrix’s business, the locations where EveryMatrix conducts its business or EveryMatrix management and employees, including their terms of employment, as a result of the Offer. In the period following the completion of the Offer and following careful review of the needs of the combined business, EveryMatrix will determine the optimal structure of the combined group and may then implement changes to realize efficiency.
More information about EveryMatrix is available at www.EveryMatrix.com.
EveryMatrix’s shareholding in Fantasma
Neither EveryMatrix nor its closely related companies or closely related parties own any shares or other financial instruments that give a financial exposure equivalent to a shareholding in Fantasma at the time of the announcement of the Offer, and they have not acquired or agreed to acquire any such shares or financial instruments during the six months preceding the announcement of the Offer.
To the extent permissible under applicable laws and regulations, EveryMatrix may acquire, or enter into agreements to acquire, shares in Fantasma in other ways than through the Offer. Any such acquisitions will be carried out or agreed and disclosed in accordance with applicable laws and regulations.
Preliminary timetable
Publication of the offer document: 18 September 2024
Acceptance period: 19 September–10 October 2024
Commencement of settlement: 18 October 2024
EveryMatrix reserves the right to shorten the acceptance period and set an earlier settlement date as well as to extend the acceptance period and to postpone the settlement date, as may be permissible under applicable laws and regulations. Any such change of the acceptance period or settlement date will be announced by EveryMatrix in accordance with applicable laws and regulations.
Compulsory buy-out and delisting of Fantasma
(CONTINUA)
