Good afternoon, everyone, and thank you for joining me today for me to introduce what we disclosed this morning, the acquisition of Sportnco. Firstly, Merry Christmas, of course, to you all. Well, this is something that we've been working on now for in the excess of six months since we first came across Sportnco as a company, and we're very impressed by their product portfolio and their geographical reach. I'm very pleased and very proud today to have signed the share purchase agreement and to move forward the businesses in a combination that we think that will make a material difference to the growth prospects of the company.
To introduce Sportnco and just some kind of generic highlights there that, of course, today, this morning, we entered into a share purchase agreement to acquire 100% of Sportnco Gaming SAS. To introduce Sportnco as well, it's a high-quality B2B sportsbook supplier that operates a tier-one sportsbook in a number of competitive and highly regulated markets, such as France and Spain. They also have a PAM product or a player account management system that is regulated in more than 11 markets worldwide. One of the obviously attractive points for us within that structure is the fact that their geographical footprint is so complementary to what we have in GiG today.
The initial consideration is EUR 50.8 million, whereof EUR 23.5 million will be paid in GiG shares, calculated at the time of closing, and EUR 27.3 million in cash. The majority of that will be financed via a directed issue to SkyCity Entertainment Group for EUR 25 million worth of shares in Gaming Innovation Group. For those of you new to GiG, I will just do a very quick recap of what we do as a company. The business was founded in 2012, is a leading iGaming technology company and provider of solutions across various number of products and services, mainly related to the platform provision and media businesses within the iGaming industry.
We have a long-term vision to become an industry-leading platform and media provider, consistently delivering world-class solutions into the iGaming industry and to our partners on a global basis. We focus very much on the regulated nature of the business. Our media businesses are operational in more than 25 different jurisdictions, and our platform business also is certified in more than 14 locations or jurisdictions as of today. We have around 460 employees in Malta, Denmark, Latvia and Spain. Just briefly as well to touch on what we've developed or how the business has developed over the last 12 months as of the end of Q3, we've grown the business and revenues by 29% year-over-year, EBITDA of EUR 19.3 million, and got the leverage ratio down to 2x.
I will now go over Sportnco in quite some more detail and introduce that and why we believe this is such a strong strategic rationale behind the combination of the two businesses. Sportnco is an independent sports betting and iGaming business within a geographical footprint, predominantly within Southern Europe, South America, and has just started now in the U.S. The company has 30 live partners and was working in 13 different countries across those markets, as I said, predominantly Southern Europe, and now in Latin America and again into the U.S. The business employs around 130 people across offices in Spain and France, in Toulouse, Madrid and Barcelona. It has been successful in continually expanding its operations, both by signing new customers on a continual basis, but also expanding its geographical footprint.
Revenues for this year are anticipated to be in the region of around EUR nine million or in excess of EUR nine million, and EBITDA will be in the region of around EUR five million for the year. The sportsbook itself is we would consider a well a market a very strong product with market-leading offering in a number of markets, and we believe that we can expand it globally. The business itself is also has this PAM that I mentioned, or player account management solution, that is continually being developed and has a very strong regulatory profile. In terms of the strategic rationale for why we believe these businesses could together will be able to deliver a lot of value throughout the business value chains.
In our platform, we see an increase in scale and an increase in profitability, material increase in the addressable market for a geographic market on an immediate basis. We also see a significant ability to do geographical cross-sell to our customers looking to enter into the markets where Sportnco is currently active, and vice versa. We also see the tech stacks themselves are also highly complementary, with various different items being able to augment the current offerings that each company has. As an example, GiG's omni-channel solution, which provides land-based casino groups with a strong omni-channel presence, will be able to be brought through and forward into the product offering of Sportnco and vice versa. Their sportsbook, then various other items will be able to augment our offering.
The acquisition provides GiG with a proven and highly competitive sportsbook tier that is supporting several tier-one international customers across different markets. We see cost-saving synergies out of the acquisition, of course, as well that we believe we'll be able to deliver over the, as a matter of course, as we benefit from the economies of scale. Of course, it allows us to pursue with force sportsbook-only markets such as the U.S., many states in the U.S., and even European markets such as France and Poland, but also increase our focus around being able to pursue sportsbook-led companies. The media business is also, we see, will benefit from this structure.
Sportnco geographical footprint is in an area where the media business itself, GiG's media business, has been developing well over the last 12-18 months in Latin America, for example, and having access to insight and clients within those markets will also benefit. We also see the opportunity to be able to have a strong cross-sell on our managed services, both media and operations, as this is something that currently Sportnco do not offer. On a group level, we believe post-transaction, the value proposition of the entire company will have increased significantly. The combined businesses are increasing the profitability, scale, stability. We're increasing the diversification of the revenue streams, and then importantly, the geographical reach.
As part of the transaction as well, we are getting SkyCity, which is one of the largest, land-based casino groups in Australasia, and a very long-term supportive company behind that that we believe we will be able to benefit from, as their visions align towards developing omni-channel and retail to online conversion and utilizing their experience in the retail space will provide value to us. Vice versa, we will be able to provide value to them, looking from the digital perspective. Just to touch a little bit more about the portfolio clients and the spread of them, specifically of Sportnco's business.
The business also operates in a somewhat agnostic manner, in the sense that in some places, clients have sportsbook only and is integrated into approximately 10 different platforms as of today, ranging from proprietary tech to other B2B. We see that as a strong ability to be able to do that. They also have customers that take only their PAM, and also a turnkey solution, offering both sportsbook and platform and together. You can see here also from the graph that the top five clients represent about 40% and is relatively evenly spread, but also coming from those France and Spain being the largest markets, singular markets.
And then building through into a geographic spread, where in the last year, they launched into Greece and Portugal, and then further expansion throughout Latin America as well. I have to say at this point as well, it was one of the things that we were significantly impressed with, is the actual technical complexity of these markets that they operate in is very high. It normally creates a very high barrier to entry for customers B2B or B2C operators looking to enter those markets. And we really believe that is also a key driver for this business and our ability to cross-sell as well. Following on from that, in terms of the number of jurisdictions that we are able to actually then offer as GiG, through the combination, we are dramatically improving that almost overnight.
We have approximately similar number of current certifications and similar in the pipeline over the near term. We are taking the business to as a combined offering to over 35 regulated jurisdictions. We believe this is a really strong asset within the group that will drive performance, drive growth and drive sales. The other thing there is not just the number, but actually how complementary the two businesses are in terms of that geographical fit. As you can see from the graph here, there's very little crossover at all between the number of certifications that we have. As I've mentioned several times already, in GiG's case, we have kind of a concentration in Northern and Eastern Europe and North America, whereas Sportnco's business is very much on the Southern European, Latin American-based side of the world.
That complementary fit from a geographical perspective, not only new sales, but also, as I mentioned before, on the cross-sell. The other thing that we find v ery attractive about this transaction and the positioning of the two companies as one is the fact that as of today, GiG is not currently addressing sportsbook-led businesses or sportsbook-led markets. The acquisition of Sportnco enables us to pursue that with force as a combined group, where, as you can see, the U.S. being an obvious one, where only a handful of states are actually regulating casino, which is GiG's strength, historical strength, comparatively to the number in excess of 20 that are sportsbook-only states or sportsbook and casino.
That means that not only in the U.S., but also in markets like France and Europe and Poland, et cetera, or even geographic regions where sportsbooks such as Africa is the predominant vertical, we're really now able to pursue those with some force and vigor. We believe that the combined offering makes a very attractive proposition for growth potential there. It also allows us to pursue sportsbook-led clients as well. We've traditionally looked at casino as from GiG's perspective as the leading products aspect, and therefore our client base currently reflects that. We think with the combination of Sportnco that we are able to pursue sportsbook-led in conjunction with our high-quality casino offering.
Just to summarize on the sportsbook solution in itself as well, they have a full end-to-end solution, collating both their own kind of odds compilation, in conjunction with a number of third-party suppliers that brings into the trading platform, betting engine, front end, all the way through to native apps, where we're looking to expand forwards towards retail, as a part of the combination and as we go forward. Their team is exceptionally strong, not only technically, but also from an operational perspective on the risk management, quants, et cetera, where we have seen them being able to operate profitably in some of the most difficult jurisdictions which have had very high turnover tax markets, which again, is a testament to the quality of the product and the team behind it.
Again, just to summarize on the transaction, in total here. The initial consideration is of EUR 50.8 million. EUR 25 million will be raised via the equity issue to SkyCity. EUR 23 million will be paid to the shareholders of Sportnco in GiG stock. We will also tap the bond as part of this process. And we are rolling over the existing loans within the business. The total EV would be of EUR 70 million as of today, and we're rolling those loans through. Given that the cost of the debt or the interest rates are in the range of 0%-2.5% and have maturities through to 2027 on a range.
Additionally, there was an earn-out component that we would anticipate would require significant growth levels in order to be paid out in full. We are strong believers that we will support the businesses doing that. The split in consideration on earn-out is also 50/50, between 50% in cash and 50% in shares to be paid, potentially to be paid in 2023 and 2024. We have also, in order to make sure that we have an alignment between the businesses, we're also providing an option scheme to the key employees within Sportnco that will enable us to drive value and have a concerted effort towards driving value for GiG as a total.
I just touched very briefly also on SkyCity as well, of course, as part of this transaction and an element of it that we're very excited about. For those of you unfamiliar with SkyCity, as I mentioned, named SkyCity Entertainment Group, New Zealand, is one of the largest tourism, leisure, and entertainment companies. It's dual listed both New Zealand and Australian stock exchanges and has a market cap of around NZD 2.3 billion, which I think equates to around EUR one point something million. SkyCity operates in integrated casino complexes both in New Zealand or actually in three different locations throughout New Zealand, and also a recently refurbished property in Adelaide, in Australia.
It combines a multitude of things in terms of their offering, and we really believe that this is a very strong partner for us to move forward with. In August 2019, SkyCity actually launched on the Gaming Innovation Group platform with this and has built up a business which has last twelve months revenues in excess of NZD 37 million and with a significant active customer base. We believe that the partnership together continues to accentuate GiG's long-term vision and abilities to convert land-based businesses and online, utilizing SkyCity's experience, knowledge, and comprehension of how land-based retail and omni-channel solutions should work to drive towards the customers.
As I mentioned before, vice versa, we are able to provide SkyCity with a consumer kind of structure around digital that will enable them to also develop their own strategy going forward. We're very excited to welcome them on to as well as part of the transaction. In summary, the combined company will, through this both the products and the technology that we've built as two individual companies, as together become one of the fastest growing businesses in regulated markets with a very strong and unparalleled geographical footprint for platform and sportsbook provision. We are therefore doubling the short and long-term addressable market of the business for GiG. Through the acquisition, we will have a market leading, highly competitive and proven track record in sportsbook operation.
There's large cross-sell and revenue synergies that we believe both from the opportunity to pursue sportsbook-led own or sportsbook-led customers, sportsbook-only jurisdictions, as well as the geographical cross-sell opportunities for both parties and both companies, groups of partners. We also expect economies of scale to generate over EUR 2 million worth of savings and importantly, also be able to have a structure where, if we had, as GiG today, gone after the various different market jurisdictions, that capital required to do that would have been in excess of EUR 3 million-EUR 4 million to pursue the same kind of geographic footprint that Sportnco has, and that capital is no longer therefore needed.
SkyCity, as I mentioned in the previous slide, has also become a strong partner for us and a significant shareholder, and we're fast-forwarding our business and our vision to becoming an industry-leading platform and media provider, delivering world-class solutions to our gaming partners and their end customers. With that, I would like to thank you for your time today, and we will move over to the Q&A.
Thank you. If you do wish to ask a question, please press zero one on your telephone keypad. If you wish to withdraw your question, you may do so by pressing zero two to cancel. Our first question comes from Hjalmar Ahlberg with Redeye. Please go ahead.
Thank you. Very exciting acquisition. Maybe as a first question, and then you gave some new information about client mix here, which looked pretty good. But do you have any information on, I mean, historical client churn? Do you have, has any client left or has that been historically?
The business has managed to retain its key customers well over the preceding. They've been operating for over 10 years as a business, and they've been consistently retaining many of those customers. I think the first B2B customer they went live with in France is still a valued customer on the sportsbook and platform.
We believe that there is a good KPI in terms of the lack of churn, or of course, some customers will leave or shut down over time. That naturally happens. But we believe they retained it. I think another point to that as well is that, as I mentioned throughout the presentation, the geographical footprint they have and the fact that they're operating in some of the most technically difficult markets to be certified in is a real structure that enables them to retain customers as well.
Got it. And then could you say anything about historical kind of growth level and profitability compared to where the company is today?
Yeah. The business has retained a very strong EBITDA margin over since 2016 onwards, I believe, and has been building through that. We see that, if we look at the B2B kind of organic growth year-over-year, we're looking in the region from 2020- 2021 in the region of 23%-26%.
Got it. In terms of the U.S. market, product or launch, has it launched there yet? Is it only fair to say that it's not yet? What is the status kind of over launch in U.S. on the sportsbook product?
The product has been fully developed to offer a U.S. offering and is currently working with a customer on a free-to-play basis, pending them looking at the various different licensing applications and such in the U.S. We obviously would anticipate that the U.S. would be a market that we would look to pursue. Again, I reiterate that it's part of the strategy and it's not the only strategy. We look at the business and the industry as a global one, we continue to pursue it as such, and there's a great deal of opportunity and a multitude of different jurisdictions.
Of course, we look at the U.S. as I mentioned in one of the slides earlier, the fact that there are so many sportsbook only states is a real, one of the reasons that we think that having a product like Sportnco enables us to actually pursue sportsbook only markets. The U.S. is obviously one of them, but as we talked about, they have a proven track record in France and there are a multitude of other sportsbook-led, markets and sportsbook only markets as well that we would like to pursue with this.
Thank you. How about the integration of this company? How much will be needed to platform together, and how easy will it be to integrate this with your current business, let's say?
Yeah, I mean, we've been developing the GiG PAM in order to be able to quickly onboard third-party sportsbooks over the last kind of 12 months. We would anticipate them being able to move forward post-closing obviously, which we anticipate in Q1, to be able to try and accelerate the integration of their sportsbook. Like here, we want to make sure that we do it in the most detailed and structured order because the long-term value of tight integration will be very high. We will ensure that we take our time to do it as exceptionally well. To give you an example, Sportnco have integrated into various different PAMs.
I think they're integrated into 10 different and they've done it and some have taken, say, six months, and some have taken just a matter of one or two months as well. It a little bit depends how tight you want that integration to be, and we obviously want to plan meticulously to execute on this in that regard.
The question on the cost synergies, which seem to be quite significant. Do you have any kind of concrete example or what could that be?
I mean, obviously as part of this, we will be decommissioning our own sports book business. We have some customers live, which we will look to then migrate. Once that migration project is completed and they move over to the Sportnco product, we would then decommission our sports book. That's part of it. There's also, given both companies are relatively large tech businesses, you often benefit greatly from the economies of scale with regards to software licensing, server expansion, et cetera, et cetera.
Got it. Maybe just a final question. If you could say anything about what kind of customers you will target with the sports book compared to the current client base. Will you go for the SkyCity clients or larger online operators? If you can give some flavor on that maybe.
Yeah, I think I wouldn't say that we would narrow ourselves to a specific type of customer base. I mean, we've seen the success of companies like SkyCity who have moved their businesses into online from the retail, and we still believe that being a key driver within, in particular the casino space. But obviously, as I mentioned before, this transaction gives us a proven track record of operating for online only B2C sports book brands. You can see from their client portfolio that is the case. We will be able to pursue the sports book led customers now with much more vigor. We will not necessarily prioritize one over the other.
As we said, we really believe that there is a significant value in a lot of land-based retail businesses moving online. Actually, one of the things we see in their portfolio is that they have several retail land-based customers utilizing their products as of today. We think that the combined product offering our omni-channel solutions, et cetera, will be able to augment their current offering too.
Okay, great. Thank you very much.
Thank you.
Our next question comes from Oskar Rönnkvist with ABG. Please go ahead.
Hi. Just a question on the procurement that you have. Are you witnessing, like, many of your procurements that you can't, like, sign new clients as a result of your sportsbook due to its lacking in offering and then if you now got a, like, a better sportsbook
Within the platform solution, do you expect the client signings to enhance from this stage?
Yeah, I think it kind of ties into what I said as well, like, it's probably been a little bit difficult for us to sign sportsbook-led customers. Everyone is all in on various different RFP processes, often very impressed with parts of it, not all of it. They obviously often look very favorably on our PAM solution. But sportsbook-led customers potentially not so enamored with the sportsbook. This transaction enables us to be able to really pursue those because we think then we have a matching quality of product across the portfolio offering.
So, we would believe that there are obviously instances where we would be able to pursue some new contracts in that we wouldn't have been able to win prior to.
All right. Thank you. Also, just to get a sense of the sportsbook offering here, do you have like, a proprietary trading platform, or is it more like an algorithm-based sportsbook offering?
No, it's a proprietary trading platform which sits within the sportsbook offering. There is a team of risk management and trading and pricing as part of the group that have obviously, as I mentioned earlier, demonstrated a significant skill set. I mean, France is one of their larger markets, sportsbook only, which has historically had kind of a +9% turnover tax. So therefore that kind of structure enables it forces you to be extremely strong in terms of managing your own margin. They've been doing so profitably for quite some time, and they've really honed the skills in that and can also provide their clients with a varying array of different structures towards the customer's target margin.
If they want low margin, high volumes, et cetera, et cetera. I think they've done a really strong track record in that, and it's something we're very impressed with. We see also more and more high tax jurisdictions coming in, as well, which will make this more and more important, at least in my view.
All right. Thank you so much.
Thank you.
As a reminder, if you do wish to ask a question, please press zero one on your telephone keypad.
Okay.
We have no further questions. I hand back over to our speakers.
Okay. Thank you. Yeah, there's a few questions that have come through on the web here as well. I will read through some of them. I'm conscious of time here, so we'll try and extend by another five minutes or so. Yeah, I think I've answered one of the questions already. It says, "Does the sportsbook have an operational resource that we'll look to include for their trading and risk management?" Yeah, exactly. As I just described, they have a full trading and risk management team there that has a really strong track record that we believe in as well. There is a question about keeping the current offices.
Yeah, we believe that this business will provide us not only with the obviously business, but the world of in particular tech recruitment has changed dramatically during the pandemic. Having a structure where you're able to offer multiple locations to recruit high quality tech talent is actually now more important than ever, at least in our opinion. We see that as remote work and various different structures. We would of course look to retain those spaces. There's one here: "Can you explain the difference between your platform business and the Sportnco PAM?" While they do fundamentally the same thing, the biggest difference is, as I've mentioned several times, is the regulatory profile.
In order to have your platform certified in a particular jurisdiction, you need to adhere to their local regulations. Each country is different. Germany is different from Spain, Holland, Portugal, and all are therefore very unique. How you build a platform can determine what kind of markets you're also able to enter. I would say that also in terms of the product itself, let's not forget that the localization of the offering is also one of the key items for a successful product offering and within iGaming. Obviously we traditionally have come from Northern Europe and in Scandinavia and Northern Europe, UK, et cetera, within GiG, the product builds towards those kind of target markets.
That goes even through the number of the types of game suppliers that you integrate through to the payment methods you integrate, et cetera. Again, not only is the kind of jurisdictional certification complementary, but the actual product offering is becoming much more localized by having those kind of two different solutions that we will be able to augment from the various different structures that we have, as well. There was a question about what happens to our current sports book offering. I think I've mentioned that already, that we will actually look to commission that once the transaction is complete and all of our clients are live currently will be migrated across to the Sportnco structure. There's a question here from Andreas. Sportnco also has a B2C.
"Do you buy that as well? If not, what will happen to the B2C brands using the product?" As part of the transaction, we will hold the assets as a custodian. However, they will be divested, and assets held for sale in essence. We won't actually have anything to do with them, and they will be full responsibility of the previous shareholders of Sportnco. There is a comment here, one second. "As of today, in France it's illegal to play online casino. Is there a possibility or talks of France getting online casino regulated?"
I think this has been in discussion in the French government for quite some time, and I believe that potentially there is a potential for that to happen now again, and to open up a regulated casino. I think obviously COVID has accelerated that trend. We see that there is a potential for that. Now, I can't guarantee that and of course, but it would be something that would open up over the next couple of two to maybe five years or so. Of course, given their geographical footprint and existing presence, supporting something like 10 brands within that market, we would look very favorably on a potential casino regulation in France.
There's a question also about how do you see the opportunity for GiG Media to help, Sportnco operators get more NDCs. As I kind of alluded to in the presentation, I think there is definite potential. GiG Media has actually been developing quite well in Latin America and Southern Europe, in particular in the last 12-18 months. One of the things, of course, is the localization of the product and also the localization of partners. We know from elsewhere in the world that local brands and local presence often have a much higher conversion rate and strength within their offering towards the local customers. It may be sometimes hard for GiG Media to identify those immediately.
With the help of Sportnco, I think we will have a strong ability to be able to pursue that. Also, as I said before, the managed services is something that GiG offers and we've had some very good success based out of that, both in media but also other operational services, and we would like to be able to offer that also to Sportnco's customers. I have one question here. It's like, have any of the new markets coming with this deal already been requested by GiG customers so that expansion to those markets can happen relatively quickly? Yes, actually, there are several of the markets that Sportnco currently are active in, that we have had interest from our existing customers and existing sales pipeline.
We would like to be able to pursue those opportunities with some force now. There's a question here. Would that mean the platform business, your platform business, i.e. GiG's platform business, will be replaced by Sportnco? No, that's not what we're looking to do here. There is an augmentation of the products and the geographical structures. To give you an indication, if it takes let's say on average 6-9 months to do a certification, even just from the legal processes, because there's such a material gap between the two geographic certification bases, we would spend quite some time and energies just going after certifications before we even did migrations.
We look at this as an accelerant, where we can also pursue the augmentation of product via the knowledge and expertise. Some of our products on both sides actually sit agnostically and can be plugged into the various different platforms, and therefore, we have a much more complete and localized offering towards the various different regions of the world. Okay, I'm conscious of time now. I appreciate I didn't get time to get through every question, but I would like to thank you all so much for joining me today.
As we've said before, we believe this transaction is a true accelerant and provides a great deal of strategic rationale and a great deal of growth opportunities for both businesses as they would combine together. I would thank you again for your time and wish you all a very merry Christmas. Good day.