NeoGames shareholders approve Aristocrat's $1.2B acquisition proposal

iLottery and iGaming solutions provider NeoGames said Tuesday that its shareholders have approved the previously announced business combination with Aristocrat. Under the terms of the deal, Aristocrat is set to acquire NeoGames for $29.50 per share in an all-cash transaction, representing an enterprise value of approximately $1.2 billion.

Investors holding 86% of NeoGames’ outstanding shares voted, with over 99% of votes cast in favor of the proposal. This shareholder approval is the first of two required to effect the proposed acquisition.

If the deal gets to the finish line, NeoGames will transfer its statutory seat, registered office and seat of central administration from Luxembourg to the Cayman Islands. Moreover, an Aristocrat subsidiary will merge with NeoGames, with the latter being the surviving company, and become a subsidiary of Aristocrat.

While the approval marks an important step forward, the continuation of the deal is subject to the satisfaction of certain conditions, including receipt of all required gaming, antitrust, and foreign investment regulatory approvals.

NeoGames noted that the completion of the proposed acquisition will occur by way of the previously described merger. But for this to occur, the agreement also needs approval by the company’s shareholders holding at least 66.7% of the shares entitled to vote.

In its update, NeoGames said that, along with Aristocrat, the companies are working together to progress the steps required to complete the proposed acquisition, which is expected to occur during the first half of fiscal year 2024. NeoGames’ board had previously unanimously approved and recommended the deal.

At the time of the original merger announcement, Trevor Croker, Aristocrat CEO and managing director, said the combination would unlock new capabilities for both businesses. According to Croker, by working as a single unit, the combined business will be able to offer a portfolio of end-to-end solutions for iGaming, iLottery and online sports betting operators.

“We see great opportunities in the combination of our complementary businesses, with clear revenue and growth potential that comes with a complete and seamless online RMG solution,” Croker said at the time.

“This proposed acquisition builds on the strength and resilience of our business. It expands market opportunities and adds capabilities to unlock our full potential. We remain focused on executing our proven growth strategy and creating long-term value for Aristocrat shareholders.”

As for Aristocrat, the acquisition accelerates its online gaming plans through a new M&A deal. The company previously purchased Noel Hayden’s Roxor Gaming and established a new digital division, Anaxi, comprising Roxor and mobile publishing arm Pixel United.