Of the €51.3m consideration for 100% of Sportnco shares, €27.8m has been paid in cash and the remaining €23.5m has been paid through 12,623,400 in GiG shares at a share price of NOK18.08 each. This is equal to the volume-weighted average price of GiG shares for the previous 10 days of trading.
Following the deal, Sportnco retains €18.6m of its existing long-term loans.
The cash part of the acquisition was partly financed by GiG’s agreement with SkyCity in December 2021, where it was agreed that SkyCity would invest €25m in GiG through a share issue of NOK18.00 per share. This is equal to 13,487,500 new GiG shares.
GiG has now issued 26,110,900 new shares to Sportnco and SkyCity shareholders. The shares issued to Sportnco are subject to a six-month lock-up period before they may be sold.
Under the deal, Sportnco shareholders may also be entitled to an earn-out payment of up to €11.5m per year based on the combined company’s performance across 2022 and 2023.
“It is with tremendous excitement that we now step forward into the next chapter in GiG’s history,” said Richard Brown, CEO of GiG. “The team at Sportnco have built a tremendous business, one that is highly complementary to GiG’s offering both in product but also addressable market increase, and now the work begins to realise the truly existing growth opportunities that the business combination can pursue.
“We welcome both the owners of Sportnco and SkyCity as shareholders and the staff of Sportnco into the GiG organisation and now move forward with full focus on the execution of the post-merger integration plan.”
In considering the effect of the deal on its 2022 outlook, GiG projects that the combined businesses could generate between €87m and €93m in revenue and €30m to €35m in earnings before interest, tax, depreciation and amortisation (EBITDA) throughout the year.
“Together with all the teams and shareholders who have built the success of Sportnco and Tecnalis, we are extremely proud of the journey we have accomplished since 2008, and of our integration today into the GiG group,” said Hervé Schlosser, CEO and founder of Sportnco. “I look forward to opening this new chapter as I am confident that, together, we will offer stronger technology solutions for our customers in the fast-growing regulated markets.”
GiG’s revenue grew by 28% in its full year 2021 results. Media services continued to make up the vast majority of GiG’s overall revenue, bringing in €45.0m.