Aristocrat to acquire NeoGames for $1.2 billion, eyeing RMG segment expansion

iLottery and iGaming solutions provider NeoGames has announced that it has entered into a definitive agreement to be acquired by Aristocrat for $29.50 per share in an all-cash transaction, representing an enterprise value of approximately $1.2 billion for NeoGames.

NeoGames provides content and technology solutions for the online RMG industry, through a group of companies including sports betting solution provider BtoBet and content provider Pariplay. Aristocrat expects the acquisition to add to its profit in financial year 2025.

John E. Taylor, Jr., Chairman of the Board of Directors of NeoGames, said: "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.”

He further added: "After careful consideration, the Board determined that Aristocrat's proposal provides shareholders with compelling value, further validating the strength of the business that NeoGames has built. We are pleased to have reached this agreement, which we believe benefits all of NeoGames' shareholders as well as our various stakeholders."

As per the company, the transaction price represents a premium of approximately 104% over the volume weighted average price of NeoGames' shares for the 3 months ending on May 12, 2023, the last trading day prior to the announcement of the agreement.

Moti Malul, Chief Executive Officer of NeoGames, commented: "I am tremendously proud of our entire team at NeoGames, as together we have established our leadership position, driving our success across iLottery, iGaming, and online sports betting."

"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. We firmly believe that this Transaction represents a great outcome for all of NeoGames' shareholders, customers and employees."

For its part, Sydney-based Aristocrat said in a press release that it believes the acquisition will accelerate its growth strategy and deliver strategic benefits, such as expanding its global scale in the real money gaming segment; allowing it to offer a complete RMG solution in more jurisdictions, including North America and Europe; and entry into the iLottery market.

Aristocrat CEO and Managing Director Trevor Croker said: “Through the acquisition of NeoGames and its industry-leading global online RMG platform, this transaction will deliver on our strategy by providing a portfolio of end-to-end solutions for iGaming, iLottery and Online Sports Betting operators globally."

NeoGames will no longer be a publicly-listed company

Under the terms of the agreement, NeoGames has agreed to transfer its statutory seat, registered office and seat of central administration from Luxembourg to the Cayman Islands and a wholly owned subsidiary of Aristocrat will merge with and into NeoGames, with NeoGames being the surviving company and a wholly owned subsidiary of Aristocrat.

The Board of Directors of NeoGames unanimously approved the agreement and has recommended the transaction. Following the consummation of the merger, all outstanding ordinary shares of NeoGames will be canceled and converted into the right to receive $29.50 per share in cash and NeoGames will become a privately-held company and no longer be listed on any public market.

Completion of the transaction is expected to occur within 12 months, and is contingent upon customary closing conditions, including receipt of regulatory approvals and the approval of NeoGames' shareholders, noted the parties.

The company also noted that NeoGames shareholders, who hold a total of approximately 20,382,242 shares, representing approximately 61% of NeoGames' outstanding shares, have executed a support agreement with Aristocrat pursuant to which they have agreed to vote in favor of the transaction.