The deal is expected to close before the end of Q2 2021.
The total up-front consideration payable by Evolution is €220m, and the company will subsequently pay earnout payments based on Big Time Gaming’s earnings before interest, tax, depreciation and amortisation (EBITDA) for the years 2022/3 and 2023/24. In 2020, Big Time Gaming’s EBITDA was €29m, on revenue of €33m.
The earnout payments will amount to a maximum of €230m and will become payable in 2023 and 2024 respectively. These will be payable 70% in cash and 30% in newly issued Evolution shares.
The up-front consideration will be payable as €80m in cash, and the remainder in newly issued Evolution shares. It is expected the total number of shares issued for this will be around 1.1m.
Law firm Wiggin LLP will serve as Evolution’s lead adviser in the transaction, with additional support from Addisons, Deloitte, EY and Gernandt & Danielsson. Big Time Gaming has engaged Oakvale Capital LLP, Teacher Stern and BDO as advisors.
“With the addition of Big Time Gaming to our portfolio of slot brands we strengthen our strategic position as the leading provider of digital casino games in the world,” said Jens von Bahr, chairman of Evolution.
“Big Time’s focus on innovation and creating unique playing experiences is a great fit with our culture and mindset at Evolution. We look forward to continuing our journey together.”
Nik Robinson, chief executive at Big Time Gaming, added: “Evolution and Big Time Gaming are both driven by innovation, hence the perfect match. A bright and entertaining future awaits our players.”
The deal follows on from Evolution’s acquisition of industry giant NetEnt last year, which was completed in November in a deal worth SEK19.60bn (£1.72bn/€1.91bn/$2.30bn).
When Evolution first made its bid for the casino supplier in June 2020, it said the move signalled its intent to become “the world leader in the online gaming industry”.
Results published in February showed that following the acquisition, Evolution reported a year-on-year increase in revenue and profit for 2020, with revenue up 53.4% at €561.1m.
After expenses, tax and other costs, the supplier was left with €283.6m in total profit, up 90.1% on the previous year.