JPJ Group has entered into a conditional agreement to acquire the majority of its technology partner Gamesys’ assets for a total consideration of £490m (€549.8m/$620.9m).
The deal will see JPJ acquire the Gamesys platform, and bingo content studio, as well as its B2C real-money gaming sites Virgin Games, Heart Bingo and Monopoly Casino. The deal will also see JPJ take charge of Gamesys’ New Jersey-licensed Virgin Casino site, operated in partnership with Tropicana.
Since acquiring Gamesys’ Jackpotjoy brands in 2015, the business has continued to provide JPJ Group with igaming content, its technology platform and operational support. Through the acquisition, JPJ will take ownership of the technology platform and operations, reducing its reliance on third party providers.
Originally it had planned to onboard operational staff from Gamesys, but noted that this could have left both companies separate, and potentially pursuing conflicting strategies.
“The acquisition ensures full strategic alignment, business continuity and minimisation of execution risk,” JPJ explained.
The London-listed operator will not acquire the Virgin Bet sports betting business, nor the recently acquired Livescore sports data and media business. Gamesys will also retain its non-bingo games studio, and its minority equity investments in a Norwegian games studio and US sports betting business, as well as certain immaterial subsidiaries.
In order to go ahead with the deal, Gamesys will carry out a restructuring to separate the assets to be acquired from the business units it will retain.
Upon completion of the deal, JPJ will pay £240m in cash, with a further £10m to be paid to Gamesys shareholders 30 months after the deal’s completion.
It will also issue 33.7m new shares to Gamesys shareholders, priced at 10 pence per share, with an approximate value of £240m.
“This acquisition marks an important transformational step in JPJ's growth, providing significant benefits for shareholders, employees and customers,” JPJ executive chairman Neil Goulden commented.
“For shareholders, we expect the acquisition to deliver earnings accretion in the first full financial year of ownership, while our employees will benefit from the combination of two companies with a strong commitment to responsible gaming and where the greater scale will further enhance our product development and technology capabilities.
“Our customers will also now have an even greater choice of major brands and different games, all on one platform, creating a truly leading UK and international operator,” he added.
JPJ also highlighted the enlarged business’ commitment to responsible gambling, committing to developing and implementing measures to protect customers from gambling-related harm.
The new business (the Enlarged Group) is expected to achieve annualised cost savings in the “single-digit millions”, which will be released in the first full financial year following the deal’s completion. JPJ will also benefit from a significant UK-based infrastructure, allowing it to streamline elements of its current business.
It also expects to benefit from the expertise of staff that will transfer to JPJ through the deal. These will include Gamesys chief executive Lee Fenton, who will become CEO of the enlarged business, and chief operating officer Robeson Reeves, who will take on the same role for JPJ.
Executive chairman Goulden and finance chief Keith Laslop will remain in their current roles. Simon Wykes, CEO of the operator’s Jackpotjoy Operations subsidiary, will assume the role of transition director for a 12-month period following the deal’s completion.
“I am very excited to join the Enlarged Group as CEO,” Fenton said. “This is a strategically important transaction that adds scale and combines complementary capabilities as the competitive and regulatory environment continues to evolve.
“The Enlarged Group's combined brand portfolio, strategically aligned operating structure, technology capabilities and exceptional combined talent base will create significant opportunities for growth in the market.”
For the nine months ended December 31, 2018, the Gamesys assets to be acquired generated revenue of £223.1m, up 12.2% year-on-year. This was derived predominantly from gaming, which accounted for £139.7m of the total, with £83.4m generated from the provision of support services.
Once costs and expenses of £180.0m (up 7.0% year-on-year) were stripped out, and finance related costs removed, the business posted a profit of £49.4m for the period, down marginally from £50.3m for the first nine months of 2017.
As of December 31, 2018, it had an average of 239,400 active monthly customers, generating an average of £64 per player per month.
The acquisition, which is subject to customary closing conditions, is expected to be completed in the third quarter of the year.