(Información remitida por la empresa firmante)
THIS PRESS RELEASE IS NOT AN OFFER, WHETHER DIRECTLY OR INDIRECTLY, IN AUSTRALIA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA OR IN ANY JURISDICTION WHERE SUCH OFFER PURSUANT TO LEGISLATION AND REGULATIONS IN SUCH RELEVANT JURISDICTION WOULD BE PROHIBITED. SHAREHOLDERS NOT RESIDENT IN SWEDEN WHO WISH TO ACCEPT THE OFFER (AS DEFINED BELOW) MUST MAKE INQUIRIES CONCERNING APPLICABLE LEGISLATION AND POSSIBLE TAX CONSEQUENCES. SHAREHOLDERS SHOULD REFER TO THE OFFER RESTRICTIONS INCLUDED IN THE SECTION TITLED «IMPORTANT INFORMATION» AT THE END OF THIS PRESS RELEASE AND IN THE OFFER DOCUMENT WHICH WILL BE PUBLISHED BEFORE THE COMMENCEMENT OF THE ACCEPTANCE PERIOD FOR THE OFFER.
EveryMatrix Software Limited («EveryMatrix») announces a recommended public offer to acquire all shares inFantasma Games AB (publ) («Fantasma») for SEK 59 in cash per share (the «Offer»). The shares in Fantasma are listed on Nasdaq First North Growth Market («Nasdaq First North»).
SLIEMA, Malta, Sept. 18, 2024 /PRNewswire/ — Summary of the Offer
EveryMatrix offers SEK 59 in cash for each share in Fantasma.
The Offer values all shares in Fantasma at SEK 209.8 million (based on 3,556,535 shares in Fantasma).
The Offer represents a premium of:1
21.40 per cent compared to the closing price of Fantasma’s shares on Nasdaq First North on 17 September 2024 of SEK 48.60;
27.69 per cent compared to the volume–weighted average price of Fantasma’s shares on Nasdaq First North during the 30 latest trading days up to and including 17 September 2024 of SEK 46.21; and
33.41 per cent compared to the volume–weighted average price of Fantasma’s shares on Nasdaq First North during the 90 latest trading days up to and including 17 September 2024 of SEK 44.22.
Fantasma’s independent bid committee, comprising the independent members of Fantasma’s board of directors Antonia Svensson, Johan Styren and Johan Köningslehner, recommends the shareholders of Fantasma to accept the Offer. The recommendation is supported by a fairness opinion provided by Svalner Skatt & Transaktion KB («Svalner»), according to which the Offer is fair for Fantasma’s shareholders from a financial perspective.
Several major shareholders in Fantasma, who in aggregate control 50.79 per cent2 of all shares in Fantasma, including Fredrik Johansson, Karl Lindstedt, Christina Andersson, KL Capital AB, Martin Fagerlund, Oliver Jönsson, Tianzhi Zhou, and Eric Holmberg, have undertaken to accept the Offer, subject to the conditions set out under «Undertakings to accept the Offer» below.
Completion of the Offer is conditional upon the Offer being accepted to such extent that EveryMatrix becomes the owner of more than 90 per cent of the shares in Fantasma (on a fully diluted basis) as well as conditions 2–7 set out under «Conditions for completion of the Offer» below.
EveryMatrix expects to publish the offer document regarding the Offer today on 18 September 2024. The acceptance period for the Offer is expected to commence on 19 September 2024 and expire on 10 October 2024. EveryMatrix reserves the right to shorten and extend the acceptance period, as may be permissible under applicable laws and regulations.
Background and reasons for the Offer
EveryMatrix is a highly successful world-wide B2B provider of software for the iGaming industry. One of its largest revenue generators is the casino platform product Casino Engine, which is sold stand-alone or as part of a turnkey solution. EveryMatrix’s clients generate millions of euros of casino revenue each day. This has naturally led EveryMatrix to start producing casino games, distributed both to the Casino Engine clients and sold separately as part of the EveryMatrix casino aggregation product SlotMatrix.
EveryMatrix acknowledges that Fantasma is a highly respected games developer with a strong management team and a well-established games distribution. The acquisition of Fantasma will strengthen the EveryMatrix games division and unlock synergies between the companies. In particular, EveryMatrix has established distribution in the fast growing U.S. iGaming-market with a local team, licenses in all states, and direct contracts and integrations with almost all of the major operators.
Size matters when it comes to doing games distribution directly, outside the main games aggregators. More games gives more attention, easier sales, and better possibilities for strong account management. Joining the game portfolios of Fantasma and EveryMatrix thus lifts both companies and achieves the critical mass of games.
For the shareholders of Fantasma, the Offer presents a unique and attractive opportunity to realize the value represented by their shares into immediate and certain liquidity.
The Offer
The Offer consideration and the value of the Offer
EveryMatrix offers SEK 59 in cash for each share in Fantasma.
The Offer values all shares in Fantasma at SEK 209.8 million (based on 3,556,535 shares in Fantasma).
No commission will be charged by EveryMatrix in respect of the settlement of the Offer.
Premium
The Offer represents a premium of:3
21.40 per cent compared to the closing price of Fantasma’s shares on Nasdaq First North on 17 September 2024 (which was the last trading day on Nasdaq First North prior to the announcement of the Offer) of SEK 48.60;
27.69 per cent compared to the volume–weighted average price of Fantasma’s shares on Nasdaq First North during the 30 latest trading days up to and including 17 September 2024 of SEK 46.21; and
33.41 per cent compared to the volume–weighted average price of Fantasma’s shares on Nasdaq First North during the 90 latest trading days up to and including 17 September 2024 of SEK 44.22.
Potential adjustment of the Offer consideration
If Fantasma distributes dividends or makes any other value transfer prior to the settlement of the Offer, EveryMatrix will reduce the Offer consideration accordingly.
Rights under Fantasma’s incentive programmes
The Offer does not include Fantasma’s warrants of series 2021/2024, 2022/2025A, 2022/2025B, 2023/2026A, or 2023/2026B which are held by senior executives, key personnel and board members under incentive programmes established at the extraordinary general meetings of Fantasma held on 21 October 2021, 30 September 2022 and 6 October 2023, respectively. EveryMatrix will procure that the holders of such warrants will receive reasonable treatment in connection with the Offer.
Recommendation from Fantasma’s independent bid committee
Fantasma’s independent bid committee, comprising the independent members of Fantasma’s board of directors Antonia Svensson, Johan Styren and Johan Köningslehner, recommends the shareholders of Fantasma to accept the Offer. The recommendation is supported by a fairness opinion provided by Svalner, according to which the Offer is fair for Fantasma’s shareholders from a financial perspective.
Eric Holmberg and Martin Fagerlund are board members and Fredrik Johansson is the CEO of Fantasma and have (directly and indirectly through wholly-owned companies) undertaken towards EveryMatrix to accept the Offer, and Simon Blomqvist is a board member of Fantasma and representative of KL Capital AB which has undertaken towards EveryMatrix to accept the Offer (see «Undertakings to accept the Offer» below). Consequently, Eric Holmberg, Martin Fagerlund, Simon Blomqvist and Fredrik Johansson have a conflict of interest pursuant to Rule II.18 of the Takeover rules for certain trading platforms issued by the Stock Market Self-Regulation Committee (the «Takeover Rules»). Eric Holmberg, Martin Fagerlund, Simon Blomqvist and Fredrik Johansson have not participated in the independent bid committee’s resolution to recommend the shareholders of Fantasma to accept the Offer.
Undertakings to accept the Offer
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