Aristocrat Leisure Limited, a renowned entertainment and content creation industry leader, has announced its acquisition of NeoGames S.A, a prominent provider of iLottery and iGaming content. The two companies have entered into a Business Combination Agreement, with NeoGames set to receive an all-cash transaction amounting to $1.2 billion, or $29.50 per share.
NeoGames’ share value has seen a significant decline of 104% in the three-month period leading up to the acquisition. The final trading day before the announcement was on May 12, 2023.
Recognition of Value and Strategic Opportunity
John E. Taylor Jr., Chairman of the Board of Directors at NeoGames, expressed satisfaction with the agreement, stating, “The NeoGames team has built a great company with a strong platform and differentiated assets, and we are pleased that Aristocrat recognizes the value we’ve created as a leader across iLottery, iGaming, and online sports betting.” Taylor further emphasized that the Board concluded Aristocrat’s proposal offers compelling value, reinforcing the strength of NeoGames’ business. He believes the agreement benefits NeoGames’ shareholders and stakeholders alike.
Moti Malul, CEO of NeoGames, expressed pride in the company’s achievements and the recognition they have received. He stated, “We are delighted that the team at Aristocrat recognizes the significance of what we have built and the strategic opportunity to combine our complementary businesses.” Malul firmly believes that the transaction is an excellent outcome for NeoGames’ shareholders, customers, and employees.
Transfer of Operations and Continued Brand Name
Under the agreement, Aristocrat will assume NeoGames’ statutory seat, registered office, and seat of central administration, which were originally located in Luxembourg. These operations will be transferred to the Cayman Islands, where NeoGames will merge with another fully-owned Aristocrat subsidiary. Despite the merger, the NeoGames name will be retained, ensuring continuity for the brand.
Transaction Process and Timeline
The Board of Directors at NeoGames has approved the decision, and the next phase will involve the completion of the transaction. The existing NeoGames shares will be canceled, and the company will receive a substantial cash payment, transforming it into a privately-held entity. Consequently, NeoGames shares will no longer be available on the public market.
The overall transaction process is expected to span approximately 12 months, subject to customary closing conditions, regulatory approvals, and the consent of NeoGames’ current shareholders. The current shareholders, who hold around 61% of the total shares (equivalent to approximately 20,382,242 shares), have already agreed to the acquisition.
Advisory and Legal Representation
NeoGames is advised by Stifel, a prominent financial advisory firm, while legal counsel is provided by Latham & Watkins LLP and Herzog Fox & Neeman, renowned law firms with expertise in corporate transactions.
NeoGames’ Position in the Global Market
NeoGames is globally recognized as one of the industry leaders, catering to numerous lottery and gaming operators. The company offers a range of services, including proprietary technology platforms, two game studios producing captivating slot titles, and value-add services. Additionally, NeoGames boasts an innovative sports betting platform and a modern content aggregation solution, both highly popular among customers and players. Its portfolio also encompasses various B2B gaming management and tech services.
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