NeoGames shareholders back Aristocrat acquisition

Investors holding 86% of NeoGames’ outstanding shares voted, with over 99% of votes cast in favour of the deal. The NeoGames shareholder vote was the first of two shareholder approvals required for the deal to proceed.

Should the deal go through, NeoGames will transfer its statutory seat, registered office and seat of central administration from Luxembourg to the Cayman Islands. An Aristocrat subsidiary will merge with NeoGames, with the latter being the surviving company and become a subsidiary of Aristocrat.

This merger agreement is also dependent on a shareholder vote. At least 66.7% must vote in favour of this measure in order for it to go ahead.

Announced in May, Aristocrat agreed to pay $1.20bn (£921.2m/€1.07bn) to take ownership of all shares in NeoGames.

NeoGames’ board had already unanimously approved the deal, although the acquisition is still subject to other closing conditions. These include receipt of all required gaming, antitrust and foreign investment regulatory approvals.

Subject to satisfaction of closing conditions, Aristocrat and NeoGames hope to complete the deal in H1 of fiscal 2024.

“Great opportunities”

Speaking at the time of the original announcement, Aristocrat CEO and managing director Trevor Croker said the combination would present “great opportunities” to both businesses.

Working as a single unit, Croker said the combined business can 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.

“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.”

Aristocrat’s online ambitions

The acquisition also fulfils Aristocrat’s goal of accelerating its online gaming plans through M&A. After it failed to acquire Playtech last year, it snapped up Noel Hayden’s Roxor Gaming and established a new digital division, Anaxi, comprising Roxor and mobile publishing arm Pixel United.

NeoGames’ chairman, John E Taylor Jr, added the acquisition proposal provided its own shareholders with “compelling value”.

“The NeoGames team has built a great company with a strong platform and differentiated assets,” Taylor said. “We are pleased that Aristocrat recognises the value we’ve created as a leader across ilottery, igaming and online sports betting.

“The proposal further validates the strength of the business that NeoGames has built.”

Complementing Aristocrat’s offering

In the days following the announcement, Tsachi Maimon, president of NeoGames, spoke with iGB about the deal.

Maimon said while NeoGames will become an integral part of Aristocrat’s structure, the deal allows both companies to offer their best assets to the other.

“It’s not that we were on the shelf looking for buyers; that was not the process,” Maimon said. “Aristocrat were in the market to look for potential companies that will complement their offering.

“They had the chance to review many of the companies out there. Once they got to the conclusion that we can complement everything that they have and create a good trigger and an engine for their future growth in real money gaming, that’s when the process started.”

NeoGames has also been busy with acquisitions. Last year, it took ownership of Pariplay, Aspire Core, BtoBet and an ilottery division as part of its acquisition of Aspire Global. Maimon said each of these brands would benefit from the Aristocrat deal.

“To each one of these companies, what Aristocrat will contribute is enormous,” Maimon said.