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M&A Announcement

Jan 7, 2021

Shay Segev
CEO, Entain

Good morning, and thank you for dialing in this morning. Happy New Year, and I hope you are all keeping safe and well. I'm joined on this call by Rob Wood and David Lloyd-Seed. This call is to discuss our offer to buy Enlabs. As you are all aware, there are certain rules and regulations regarding takeovers, so I'm afraid I will not be making any comments regarding the situation with MGM Resorts, and we will not be taking any questions relating to this. We will run through a quick overview of the transaction, Enlabs itself, what the opportunity is, and what part of Entain this will fit with. Rob will take you through the full-year EBITDA upgrade we have also announced today. At slide four, as you have seen in our announcement, we are offering SEK 40 per Enlabs share in cash.

This is a good premium where the shares have been trading over the last six months. This values Enlabs at around GBP 250 million sterling. Based on analyst forecasts, this translates to a multiple of around 12 times of Enlabs 2021 EBITDA. So a pretty full price and at the top end of what we would like to pay. But we see this as a long-term strategic investment and a platform for new markets aligned with our growth strategy. There are obviously a number of steps we need to go through as a public offer, but this is subject to regulatory approval and shareholders accepting the offer, we would expect the transaction to complete at the end of the first quarter. Rob can talk more about it in a moment, but we have a strong balance sheet, and this only adds slightly to our leverage.

We are financing the acquisition out of our existing cash resources. The board of Enlabs sees this as a good offer to shareholders. They can see how Enlabs can flourish as part of Entain, and so they have recommended the offer. As part of that, around 42% of Enlabs shareholders have undertaken to accept our offer. Moving to slide five. Enlabs is a great online sports betting and gaming business headquartered in Riga in Latvia. It operates in a fast-growing, locally regulated, and taxed market. Indeed, Enlabs has delivered significant growth in NGR and is expected to continue to do so with a compound annual growth rate of NGR from 2017 to 2021 of around 40%. And as we set out in our announcement, it is expecting to deliver EBITDA of around GBP 20 million sterling this year.

It has a leading market position in markets like Latvia and Estonia, and now has around 25% market share in online gaming across the Baltics. 90% of its operations are online, with the balance being a small omnichannel retail offering in Lithuania and Estonia. In November, it completed the acquisition of Global Gaming, which gave it further firepower to expand across the Nordics, as well as potentially other fast-growing markets like Belarus and Ukraine once regulated. It's got some great brands like Optibet, Laimz, and Ninja. But what also attracts us to this specific business is the strong management team and the local expertise. This is led by Niklas Braathen, who has a great track record of growing businesses in our industry and specifically in this region.

I'm very pleased that if this transaction completes, we will have the benefit of Niklas and his team in leveraging a powerful combination of Entain and Enlabs to deliver further growth when they join forces with us. Niklas is so confident in what we can achieve together that he has even agreed to invest a significant amount of capital in buying Entain shares. Moving to slide six. This is a great acquisition for us and perfectly in line with our growth strategy we set out in October last year. It gives us access to fast-growing, locally regulated markets. It has strong brands and a great management team. It provides a platform for further growth and market expansion into markets such as Belarus and Ukraine, which are expected to grow strongly.

But it also provides a platform to expand not just Enlabs brands, but our own existing international brands such as Bwin and Partypoker. We see opportunities for synergies, not just in cost through our scale efficiencies, but through revenue synergies driven by product expansion, digital marketing, and I've just mentioned accelerating organic growth. Player protection is in the heart of Entain. And in October, we launch our ARC, our Advanced Responsibility and Care Program. And we can take these important technologies and skills into this region as well. Being part of Entain would enable the Enlabs brands and customers to benefit not only from this investment in protection, but also into technologies and products to give them more exciting and relevant content. This is a great acquisition for us, and I'm really excited about what we can do with the Enlabs team, which gives access to a new region.

With that, I will hand you over to Rob to take you through the current trading comments.

Rob Wood
CFO, Entain

Thanks, Shay. Good morning, everyone. Another positive trading update from me this morning on slide seven of the presentation. I'm pleased to say that our online business continued to show strong momentum throughout the remainder of 2020, so much so that it more than compensated for the significant COVID disruption to our retail business during Q4. I'll talk about trading in a lot more detail on the 21st of January when we post our fuller trading statement, but safe to say we are definitely now up to 20 consecutive quarters of double-digit growth in our online business, which is some achievement. Q4 growth was partly helped by favorable sports results, but it was primarily driven by volumes, and we'll look at that a lot more closely on the 21st.

As a result of excellent online growth more than covering retail impacts, we now expect full-year EBITDA for 2020 to come out in the range of GBP 825- GBP 845 million, which is 6%-8% ahead of our previous Q3 guidance at the midpoint. A couple of other quick updates for you. We did receive the proceeds from HMRC for our historic VAT claim just before Christmas, and we expect to end the year with leverage down at around 2.1 times. As a reminder, today's acquisition will add around 0.2 times to that ratio going forward. We remain on track to deliver our leverage targets of two times or lower over the medium term, and we retain the flexibility to continue our growth strategy and return to dividends in due course. With that, I'll hand back to the operators for Q&A.

Operator

Thank you very much for that. If you'd now like to ask a question, please press star two on your telephone keypad. That's star two on your telephone keypad. Our first question is from the line of Ed Young at Morgan Stanley. Ed, your line's open. Please go ahead.

Ed Young
Equity Research Analyst, Morgan Stanley

Thank you, and thank you for taking my questions. The first one's on the organic growth rate of Enlabs. I think it did 10% organic in Q3, 17% in October. The CEO has previously spoken about an ambition of 25% organic growth in 2021. I wonder if you could just help us bridge what's driving that acceleration or where you see the sustainable level of growth before your involvement? And then I guess the part B of that is what sort of improvement, given your experience with Crystalbet or other acquisitions, what kind of improvement do you think you could drive on top of that? The second question is the company describes 80% of its revenue coming from what it calls sustainable markets.

I'm not sure quite how that correlates with your view of regulated and regulating, but given your ambitions to be 100% regulated, are there any markets you'll have to exit as a result of the transaction? And then in third, just in terms of the comments Rob made there about where leverage sits and the fact that you've had this deal quite swiftly on the heels of the Bet deal, can you talk a little bit about where you'd be willing to see leverage go in the short term, your medium term? Rob spoke about a SEK there and what the pipeline looks like to be able to perhaps achieve that. Thanks.

Shay Segev
CEO, Entain

Okay. Thanks, Ed. Good morning. So let me take the regulated and talk about the revenue synergies as well. And I guess, Rob, you take the organic projection of Enlabs and our leverage. So let's start with, again, our strategy, as we laid it out earlier this last year, is to focus only on regulated and regulating markets with our ambitions to be operating 100% in regulated markets by 2023. This does not change. If anything, this is pretty much in line with our strategy. Enlabs gives us access to additional five regulated markets with some potential of other regulating markets like Ukraine, Belarus. So it's pretty much in line with this strategy. There is, again, from the due diligence we went through Enlabs, it's operating, again, primarily in Baltics, which are regulated, potentially in Sweden, Belarus. Again, Ukraine will be regulated.

If there would be, or if there are some markets which will not be regulating by 2023, then we would like to see these markets, again, align with our strategy. We believe there is a great opportunity for us working with Enlabs and supporting this strategy. In terms of synergies, I think, again, there are some core synergies that we expect from this transaction. They are not large. This is not the reason or the catalyst for this transaction.

It's mostly about allowing us, as in Crystalbet, as you mentioned, to use the Entain know-how in terms of our technology, our know-how, our access to game content, marketing expertise, our global brands like Bwin and Partypoker, and launch it to this region as well together with the Enlabs team, which has this local expertise in this region, the licenses, of course, and already running a very successful business. And we believe that working with them, we can accelerate this growth, giving them access to our trading as an example, small trading know-how, more access to further content, more innovation, better CRM platform, and as important, of course, a player protection technology as well. Rob, you'll take the rest.

Rob Wood
CFO, Entain

Sure. So the question around leverage. So yes, medium-term target, two times or lower. In the short term, where will we be prepared to take it to? I've always said three times is an absolute cap. I think high twos even is unlikely. We do want to get to two times and below in the not-too-distant future. In terms of pipeline for further M&A, it does remain active. There are some other deals that we will look to do. Some are larger than others. The smaller ones, you can expect us to finance through cash. Larger ones, we would look at financing options as and when they arrive.

Ed Young
Equity Research Analyst, Morgan Stanley

Thank you. Just a follow-up on the first question, I guess, is can you help us understand what's driving the seeming acceleration in the organic growth profile for the business? We're just trying to understand, I guess, how to think about what the growth is going forward. The CEO spoke about 25% plus. It was 10% in Q3, 17% in October. So is that geographical expansion? Is that product improvement? Is that just sort of fluctuations? Just trying to get an idea for how to bridge the change of where the growth was last quarter and where, I guess, the consensus projections have it for next year.

Shay Segev
CEO, Entain

Yeah. I mean, so licensed regulated markets, especially, again, where there are still some operators who are operating without licenses are tending to grow faster than others. So these markets are still expected to grow, specifically the Baltics, where, again, there's still penetration. And again, the markets are still growing double-digit. And again, given also product improvement, omnichannel, which is quite a unique advantage as well that Enlabs brings, specifically in Estonia and Lithuania, I believe that not only they will grow with the market, they will continue also taking a market share.

Ed Young
Equity Research Analyst, Morgan Stanley

Great. Thank you very much.

Operator

Lovely. Thank you. And our next question is from Monique Pollard at Citi. Monique, your line's open. Please go ahead.

Monique Pollard
Senior Equity Analyst, Citigroup

Hi. Morning, everyone. Just a couple of questions for me, please. The first one was just on Enlabs. I was just wanting to understand if they have their own technology platform or whether that's provided by a third party at the moment. And then the second question on Enlabs, when I look at the detail, it says Enlabs is doing gaming that is online, but also it has some land-based operations, and it's doing some media. I know it's just the majority of the revenues are coming from gaming, but if you could give us a rough idea of within gaming, how much is online versus those land-based operations, and how much of the operations are to do with media, please?

Shay Segev
CEO, Entain

Yeah. Okay. Good morning. So let's start with the tech platform. So Enlabs has its own proprietary platform that they develop. We clearly did due diligence that as well, and we think it's a good platform. But if we're saying that, we do see strategic rationale for this to our technology or our assets to be complementary to the Enlabs assets as well and accelerate that. As I mentioned before, we have access to quite a lot of exciting technologies within Entain of better trading tools, more access to game content, more CRM tools. So again, as in Georgia with Crystalbet, we would see gradual integration between the Entain global platform and the local platform of Enlabs, which, again, from our experience, a few markets have been operating already in this model. It will accelerate growth. It will create value.

Again, I don't think anybody can compete with 3,000 IT people that Entain employ and develop the platform and the product to a worldwide leader, which we see that in every market we deploy. It's accelerating growth. So I'm quite bullish that this will create as well. Again, as mentioned before, the Bwin and the Partypoker brands are well recognized also in this region. So we see the opportunity for this team to take these brands and then with the combination of the two platforms to launch it into this region, which creates further revenues as well. And as for the revenue mix, yeah, they have a mix of brands, sport brands like Optibet, more gaming brands like Laimz, for example, who is a bit more casual gaming brand.

They just acquired the Ninja Casino brand, which, again, used to be a quite large brand in the Swedish market, which hopefully will be relaunched during this year. And there's an opportunity. In terms of retail, I mean, retail is pretty much, I think it's less than 10% of the revenues, but again, we see it as complementary in terms of the omnichannel. And again, as we can see in digital brands, I mean, both sports brands and gaming brands, customers tending to use both products. So there is a mix between gaming, meaning casino, poker, bingo, mostly casino, I guess, and poker, and sport as well. I hope that answered. I don't know, Rob, if there's anything you want to add, yeah?

Rob Wood
CFO, Entain

Yeah. I'll just add a little bit more detail. So retail consists of 31 shops. So it's very small across Lithuania in particular. And the primary reason there is there's a requirement for retail in order to be able to operate online. And once you pro forma for the GG acquisition that they made this year, it represents about 5% of the total. So it's negligible, really. And in terms of the other revenue streams that you mentioned, which I think, again, is about 5% of the total, they have a small marketing affiliates business, and there's also a little bit of B2B income where they leverage some of their tech products and sports fees. But it's all negligible in the grand schemes of Enlabs.

Monique Pollard
Senior Equity Analyst, Citigroup

Understood. That's great. Thanks, everybody.

Operator

Lovely. Thank you. Our next question is from the line of Gavin Kelleher of Goodbody Capital Markets. Please go ahead. Your line is open.

Gavin Kelleher
Analyst, Goodbody Stockbrokers

Good morning, Shay. Good morning, Rob. Just one from me. Appreciate, Rob, you said you'd answer all questions on current trading at the end of the month. But just one, can you just confirm? You said you benefited from margin, but did you say that the boost in online was predominantly driven by underlying growth? And maybe if I could just ask one question, how much of it was margin and how much of it was underlying growth, if you can give any sort of color?

Rob Wood
CFO, Entain

Sure. Yeah. Morning, Gav. Happy to. So yeah, clearly more detail on the 21st. But to give you a flavor of it, if you take the midpoint of guidance, we're now GBP 55 million in front of where we said in Q3. And that's despite absorbing somewhere around GBP 50 million of adverse impact through retail businesses due to COVID. So therefore, give or take GBP 100 million in front elsewhere. And the majority of that is, of course, our online business. There are some other bits and pieces, but it's primarily online. And then within online, give or take around two-thirds of that outperformance I would associate to volumes, both sports and gaming, and around one-third margin. So it's easy for anybody following football at the moment to see that there are some pretty exceptional results going on.

We have continued to benefit from margin, but around two-thirds to one-third in favor of volumes.

Gavin Kelleher
Analyst, Goodbody Stockbrokers

Brilliant. Thanks a million, Rob. Appreciate that.

Rob Wood
CFO, Entain

Okay.

Operator

Lovely. Thank you. Before we go to the next line, which is Jack Cummings at Berenberg, can I just remind anybody still wishing to ask a question to please press star two on your telephone keypad, that star two on your telephone keypad, and you'll be registered in the queue for Q&A. Jack, your line's open. Please go ahead and ask your question.

Jack Cummings
Analyst, Berenberg Bank

Morning, guys, and thanks very much for taking the question. Two, if I may. The first is, evidently, there was multiple that Enlabs surrendered their Swedish license, but did have plans to return to the market. Given the fairly draconian limits that have been put in the Swedish market, do you still have plans to enter that market? And then the second one on Latvia specifically. Over the period of disruption would have been Q2 last year, Latvia evidently put a ban on its gambling market due to the lockdowns and restrictions on physical movements. Do you have any color whether there could be another ban brought in by Latvia or something along those lines? That would be great. Thanks.

Shay Segev
CEO, Entain

Okay. Morning. So in terms of Sweden, yeah, I mean, the plan is it is to operate in Sweden. It's a regulated market, which aligns with the strategy. And Enlabs acquisition of Global Gaming, specifically the Ninja Casino, put it in actually quite an interesting opportunity. They surrendered the license because it was not an active license, but we didn't intend as a Swedish license. We don't do much in Sweden with the Bwin brand. But again, this is exactly where this combination can show one plus one is three, where we can bring some assets of the Bwin brand and our license to Sweden. And Enlabs, with their local expertise in the Nordics and with the Ninja brand, which is well recognized in this region, can monetize and bring the Ninja brand back to that. In terms of Latvia, yes, you're right. And again, you probably can Google it.

There's been also a court case around it. And the court in Latvia has ruled that this ban was unconstitutional. So it's very unlikely for this to happen again.

Jack Cummings
Analyst, Berenberg Bank

Perfect. Thanks very much.

Operator

Lovely. Thank you. A question now from Simon Davies at Deutsche Bank. Please go ahead. Your line's open.

Simon Davies
Head of UK MidCap and Online Gaming Research, Deutsche Bank

Yeah. Morning, guys. Two from me, please. Firstly, you talked about the potential opportunity in Ukraine and Belarus. Can you perhaps give us a flavor for the potential scale of those markets and likely timeframes in terms of opening up? And secondly, you made it clear this deal is not about cost synergies, but there must be some. I presume there's some PLC overhead savings. And can you talk a bit about the potential technology savings that might come as and when you migrate over to the Entain platform?

Shay Segev
CEO, Entain

Yeah. Okay. Sure. Simon here. Good morning. So cost synergies, yeah. So there is a plan. I mean, again, this deal is not, as you mentioned, and as I mentioned, it's not about cost synergies, about giving both businesses the opportunity to maximize this region, give Entain opportunity to become a dominant player in the Baltics, in the Nordics, in the Russian-speaking countries as well, with the local team, with the local expertise, with local brands, and also bringing the global firepower for business like Entain. In terms of cost synergies, yes, we did identify probably a single-digit mid-millions of cost synergies that we can probably achieve over the next two to three years. Some of them, again, will be quicker, as you mentioned, corporate cost, etc., and some of them probably will take a bit longer in terms of technology, etc.

But again, as I mentioned, this is about growth stories. It's about taking the global brands of Entain and expanding it to further regulated markets, as we laid out earlier, as we laid out last year. In terms of Ukraine and Belarus, so Belarus probably can theoretically move faster. I mean, Enlabs already have a license in Belarus. It is an interesting market. It's quite difficult for me to quantify now the numbers, but again, I don't know, Rob, if you have numbers. We do have clearly a business case on that, but it's probably required more. In terms of Ukraine, again, if you follow probably the regulatory framework in Ukraine, it should regulate. I mean, I want to say any day now. It's been running for some time, but I would probably well be I think it's highly likely for this to get regulated in the next few months.

Again, this is a capability which we are ideally acquiring for Entain to give us the opportunity to become also an important player in Ukraine, which is a good market. We know that Ukraine is a good market. Even further, I mean, to expand to other Russian-speaking countries, this is, again, a capability that we get. I don't know, Rob, if you have anything to add on that.

Rob Wood
CFO, Entain

I knew that obviously I can't give forward-looking numbers, but we know that Ukraine is potentially a very interesting market. Over 40 million people there. Belarus is smaller, but still over 10 million people. I'd expect it to be more of a 2022, more material in 2022, but getting live and making progress in 2021.

Simon Davies
Head of UK MidCap and Online Gaming Research, Deutsche Bank

Great. Thanks.

Operator

Lovely. Thank you. So that looks like it was our final question on today's call. I would like now to pass the call back to Shay for any closing comments. Please go ahead.

Shay Segev
CEO, Entain

As I hope you can tell, we are very excited about the platform for further growth that Enlabs will provide for us. So with that, many thanks for your questions. Keep safe. I look forward to speaking with you on the 21st of January. Thank you.

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