EveryMatrix announces a recommended public cash offer of SEK 59 per share to the shareholders of Fantasma

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Sep 18, 2024, 02:00 ET

THIS PRESS RELEASE IS NOT AN OFFER, WHETHER DIRECTLY OR INDIRECTLY, IN AUSTRALIA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA OR IN ANY JURISDICTION WHERE SUCH OFFER PURSUANT TO LEGISLATION AND REGULATIONS IN SUCH RELEVANT JURISDICTION WOULD BE PROHIBITED. SHAREHOLDERS NOT RESIDENT IN SWEDEN WHO WISH TO ACCEPT THE OFFER (AS DEFINED BELOW) MUST MAKE INQUIRIES CONCERNING APPLICABLE LEGISLATION AND POSSIBLE TAX CONSEQUENCES. SHAREHOLDERS SHOULD REFER TO THE OFFER RESTRICTIONS INCLUDED IN THE SECTION TITLED "IMPORTANT INFORMATION" AT THE END OF THIS PRESS RELEASE AND IN THE OFFER DOCUMENT WHICH WILL BE PUBLISHED BEFORE THE COMMENCEMENT OF THE ACCEPTANCE PERIOD FOR THE OFFER.

EveryMatrix Software Limited ("EveryMatrix") announces a recommended public offer to acquire all shares in Fantasma Games AB (publ) ("Fantasma") for SEK 59 in cash per share (the "Offer"). The shares in Fantasma are listed on Nasdaq First North Growth Market ("Nasdaq First North").

SLIEMA, Malta, Sept. 18, 2024 /PRNewswire/ -- Summary of the Offer

EveryMatrix offers SEK 59 in cash for each share in Fantasma.
The Offer values all shares in Fantasma at SEK 209.8 million (based on 3,556,535 shares in Fantasma).
The Offer represents a premium of:¹
- 21.40 per cent compared to the closing price of Fantasma's shares on Nasdaq First North on 17 September 2024 of SEK 48.60;
- 27.69 per cent compared to the volume–weighted average price of Fantasma's shares on Nasdaq First North during the 30 latest trading days up to and including 17 September 2024 of SEK 46.21; and
- 33.41 per cent compared to the volume–weighted average price of Fantasma's shares on Nasdaq First North during the 90 latest trading days up to and including 17 September 2024 of SEK 44.22.
Fantasma's independent bid committee, comprising the independent members of Fantasma's board of directors Antonia Svensson, Johan Styren and Johan Köningslehner, recommends the shareholders of Fantasma to accept the Offer. The recommendation is supported by a fairness opinion provided by Svalner Skatt & Transaktion KB ("Svalner"), according to which the Offer is fair for Fantasma's shareholders from a financial perspective.
Several major shareholders in Fantasma, who in aggregate control 50.79 per cent² of all shares in Fantasma, including Fredrik Johansson, Karl Lindstedt, Christina Andersson, KL Capital AB, Martin Fagerlund, Oliver Jönsson, Tianzhi Zhou, and Eric Holmberg, have undertaken to accept the Offer, subject to the conditions set out under "Undertakings to accept the Offer" below.
Completion of the Offer is conditional upon the Offer being accepted to such extent that EveryMatrix becomes the owner of more than 90 per cent of the shares in Fantasma (on a fully diluted basis) as well as conditions 2–7 set out under "Conditions for completion of the Offer" below.
EveryMatrix expects to publish the offer document regarding the Offer today on 18 September 2024. The acceptance period for the Offer is expected to commence on 19 September 2024 and expire on 10 October 2024. EveryMatrix reserves the right to shorten and extend the acceptance period, as may be permissible under applicable laws and regulations.

Background and reasons for the Offer

EveryMatrix is a highly successful world-wide B2B provider of software for the iGaming industry. One of its largest revenue generators is the casino platform product Casino Engine, which is sold stand-alone or as part of a turnkey solution. EveryMatrix's clients generate millions of euros of casino revenue each day. This has naturally led EveryMatrix to start producing casino games, distributed both to the Casino Engine clients and sold separately as part of the EveryMatrix casino aggregation product SlotMatrix.

EveryMatrix acknowledges that Fantasma is a highly respected games developer with a strong management team and a well-established games distribution. The acquisition of Fantasma will strengthen the EveryMatrix games division and unlock synergies between the companies. In particular, EveryMatrix has established distribution in the fast growing U.S. iGaming-market with a local team, licenses in all states, and direct contracts and integrations with almost all of the major operators.

Size matters when it comes to doing games distribution directly, outside the main games aggregators. More games gives more attention, easier sales, and better possibilities for strong account management. Joining the game portfolios of Fantasma and EveryMatrix thus lifts both companies and achieves the critical mass of games.

For the shareholders of Fantasma, the Offer presents a unique and attractive opportunity to realize the value represented by their shares into immediate and certain liquidity.

The Offer

The Offer consideration and the value of the Offer

EveryMatrix offers SEK 59 in cash for each share in Fantasma.

The Offer values all shares in Fantasma at SEK 209.8 million (based on 3,556,535 shares in Fantasma).

No commission will be charged by EveryMatrix in respect of the settlement of the Offer.

Premium

The Offer represents a premium of:³

21.40 per cent compared to the closing price of Fantasma's shares on Nasdaq First North on 17 September 2024 (which was the last trading day on Nasdaq First North prior to the announcement of the Offer) of SEK 48.60;
27.69 per cent compared to the volume–weighted average price of Fantasma's shares on Nasdaq First North during the 30 latest trading days up to and including 17 September 2024 of SEK 46.21; and
33.41 per cent compared to the volume–weighted average price of Fantasma's shares on Nasdaq First North during the 90 latest trading days up to and including 17 September 2024 of SEK 44.22.

Potential adjustment of the Offer consideration

If Fantasma distributes dividends or makes any other value transfer prior to the settlement of the Offer, EveryMatrix will reduce the Offer consideration accordingly.

Rights under Fantasma's incentive programmes

The Offer does not include Fantasma's warrants of series 2021/2024, 2022/2025A, 2022/2025B, 2023/2026A, or 2023/2026B which are held by senior executives, key personnel and board members under incentive programmes established at the extraordinary general meetings of Fantasma held on 21 October 2021, 30 September 2022 and 6 October 2023, respectively. EveryMatrix will procure that the holders of such warrants will receive reasonable treatment in connection with the Offer.

Recommendation from Fantasma's independent bid committee

Fantasma's independent bid committee, comprising the independent members of Fantasma's board of directors Antonia Svensson, Johan Styren and Johan Köningslehner, recommends the shareholders of Fantasma to accept the Offer. The recommendation is supported by a fairness opinion provided by Svalner, according to which the Offer is fair for Fantasma's shareholders from a financial perspective.

Eric Holmberg and Martin Fagerlund are board members and Fredrik Johansson is the CEO of Fantasma and have (directly and indirectly through wholly-owned companies) undertaken towards EveryMatrix to accept the Offer, and Simon Blomqvist is a board member of Fantasma and representative of KL Capital AB which has undertaken towards EveryMatrix to accept the Offer (see "Undertakings to accept the Offer" below). Consequently, Eric Holmberg, Martin Fagerlund, Simon Blomqvist and Fredrik Johansson have a conflict of interest pursuant to Rule II.18 of the Takeover rules for certain trading platforms issued by the Stock Market Self-Regulation Committee (the "Takeover Rules"). Eric Holmberg, Martin Fagerlund, Simon Blomqvist and Fredrik Johansson have not participated in the independent bid committee's resolution to recommend the shareholders of Fantasma to accept the Offer.

Undertakings to accept the Offer

The following shareholders, who in aggregate control 50.79 per cent of all shares in Fantasma, have undertaken to accept the Offer:⁴

Fredrik Johansson, holding 503,762 shares (497,762 directly and 6,000 indirectly through CF Digital Developments AB), corresponding to 14.16 per cent of all shares in Fantasma;
Karl Lindstedt, holding 309,379 shares, corresponding to 8.70 per cent of all shares in Fantasma;
Christina Andersson, holding 207,832 shares, corresponding to 5.84 per cent of all shares in Fantasma;
KL Capital, holding 207,671 shares, corresponding to 5.84 per cent of all shares in Fantasma;
Martin Fagerlund, holding 182,445 shares (20,000 directly and 162,445 indirectly through Dundo AB), corresponding to 5.13 per cent of all shares in Fantasma;
Oliver Jönsson, holding 160,000 shares, corresponding to 4.50 per cent of all shares in Fantasma;
Tianzhi Zhou, holding 152,669 shares, corresponding to 4.29 per cent of all shares in Fantasma; and
Eric Holmberg, holding 82,700 shares, corresponding to 2.33 per cent of all shares in Fantasma.

The undertakings to accept the Offer terminate if another party announces a competing offer for all shares in Fantasma at an offer consideration per share exceeding the Offer consideration by at least 20 per cent and EveryMatrix does not within 10 business days from the announcement of such competing offer announce an increase of the Offer consideration so that the new price per share under the Offer matches or exceeds the offer consideration per share under the competing offer. The 20 per cent hurdle and the right for EveryMatrix to match a competing offer apply to each and every competing offer as well as each and every increase of the offer consideration under any competing offer.

Conditions for completion of the Offer

Completion of the Offer is conditional upon:

the Offer being accepted to such extent that EveryMatrix becomes the owner of more than 90 per cent of the shares in Fantasma (on a fully diluted basis);
with respect to the Offer and the acquisition of Fantasma, the receipt of all necessary regulatory, governmental or similar clearances, approvals and decisions, in each case on terms that, in EveryMatrix's opinion, are acceptable;
neither the Offer nor the acquisition of Fantasma being rendered wholly or partially impossible or significantly impeded as a result of legislation or other regulation, any decision of a court or a public authority, or any similar circumstance;
no circumstances having occurred that have a material adverse effect, or could reasonably be expected to have a material adverse effect, on Fantasma's financial position, prospects or operations, including Fantasma's sales, results, liquidity, equity ratio, equity or assets;
no information made public by Fantasma, or disclosed by Fantasma to EveryMatrix, being inaccurate, incomplete or misleading, and Fantasma having made public all information that should have been made public by Fantasma;
Fantasma not taking any action that is intended to impair the prerequisites for making or completing the Offer; and
no other party announcing an offer to acquire shares in Fantasma on terms that are more favourable to the shareholders of Fantasma than the terms of the Offer.

EveryMatrix reserves the right to withdraw the Offer in the event that it is clear that any of the above conditions is not satisfied or cannot be satisfied. However, with regard to the conditions set out in items 2–7 above, the Offer may only be withdrawn where the non-satisfaction of such condition is of material importance to EveryMatrix's acquisition of Fantasma or if it is approved by the Swedish Securities Council.

EveryMatrix reserves the right to waive, in whole or in part, one or more of the conditions set out above, including, with respect to the condition set out in item 1, to complete the Offer at a lower acceptance level.

Approvals from authorities

According to EveryMatrix assessment, the Offer will not require any regulatory or governmental clearances, approvals or decisions.

Financing of the Offer

Completion of the Offer is not subject to any financing condition. The Offer consideration payable to shareholders of Fantasma that accept the Offer is financed in full by cash on hand.

Review of information in connection with the Offer

EveryMatrix has conducted a limited confirmatory due diligence review of Fantasma in connection with the preparation of the Offer. Fantasma has confirmed that no inside information regarding Fantasma has been disclosed to EveryMatrix during the due diligence review.

Management and employees in Fantasma

EveryMatrix does not intend to implement any material changes to Fantasma's employees and management team or to the existing organisation and operations, including the terms of employment and the locations where Fantasma conducts its business.

Fantasma's independent bid committee has approved that EveryMatrix offers certain key personnel of Fantasma, including the CEO, participation in a management incentive plan. The incentive plan, which is subject to and would be implemented upon completion of the Offer, is designed to ensure the continued long-term commitment of the participants in the plan. Participation in the incentive plan involves a possibility to receive a cash payment from Fantasma after a three–year period following completion of the Offer, to be determined based on the performance and a valuation of the combined group at the end of such retention period. Customary leaver-provisions as well as requirements on performance and good standing will apply to the participation in the incentive plan. Some of the key personnel of Fantasma that have been offered participation in the incentive plan are currently shareholders in Fantasma. Neither participation nor the size of the allocation in the incentive plan are related to any such shareholding in Fantasma.

Information on EveryMatrix

EveryMatrix delivers iGaming software, solutions, content and services for casino, sports betting, payments, and affiliate management to global Tier 1 operators as well as to newer brands. The platform is highly modular, scalable, and compliant, allowing operators to choose the optimal EveryMatrix solution and combine with third-party and in-house technology and capabilities.

EveryMatrix empowers clients to unleash bold ideas and deliver outstanding player experiences in regulated markets. EveryMatrix has 1,000 employees across 13 countries and serves 300+ customers worldwide, including the regulated U.S. market. EveryMatrix generated over EUR 81 million in EBITDA during the 12 month period July 2023 to June 2024 and had over EUR 34.1 million in cash and cash equivalents as of 31 July 2024.

EveryMatrix Software Limited, registration number C51832, is a private limited liability company which has its registered office in Malta and headquarters at Piazzetta Business Plaza, Office 12, Level 10, Triq Ghar il-Lembi, Sliema, SLM1605, and is a wholly-owned subsidiary of EveryMatrix Holding plc., in which the CEO of EveryMatrix, Ebbe Groes, is the majority ultimate beneficiary owner.

EveryMatrix has not made any decisions involving any material changes to EveryMatrix's business, the locations where EveryMatrix conducts its business or EveryMatrix management and employees, including their terms of employment, as a result of the Offer. In the period following the completion of the Offer and following careful review of the needs of the combined business, EveryMatrix will determine the optimal structure of the combined group and may then implement changes to realize efficiency.

More information about EveryMatrix is available at www.EveryMatrix.com.

EveryMatrix's shareholding in Fantasma

Neither EveryMatrix nor its closely related companies or closely related parties own any shares or other financial instruments that give a financial exposure equivalent to a shareholding in Fantasma at the time of the announcement of the Offer, and they have not acquired or agreed to acquire any such shares or financial instruments during the six months preceding the announcement of the Offer.

To the extent permissible under applicable laws and regulations, EveryMatrix may acquire, or enter into agreements to acquire, shares in Fantasma in other ways than through the Offer. Any such acquisitions will be carried out or agreed and disclosed in accordance with applicable laws and regulations.

Preliminary timetable

Publication of the offer document: 18 September 2024
Acceptance period: 19 September–10 October 2024
Commencement of settlement: 18 October 2024

EveryMatrix reserves the right to shorten the acceptance period and set an earlier settlement date as well as to extend the acceptance period and to postpone the settlement date, as may be permissible under applicable laws and regulations. Any such change of the acceptance period or settlement date will be announced by EveryMatrix in accordance with applicable laws and regulations.

Compulsory buy-out and delisting of Fantasma

In the event that EveryMatrix, whether in connection with the Offer or otherwise, becomes the owner of more than 90 per cent of the shares in Fantasma, EveryMatrix intends to commence a compulsory buy-out procedure in accordance with the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)) in respect of the remaining shares not owned by EveryMatrix as well as promote a delisting of the shares in Fantasma from Nasdaq First North.

Applicable law and disputes

The Offer and any agreements entered into between EveryMatrix and shareholders of Fantasma in connection with the Offer are governed by and construed in accordance with the laws of Sweden. Any dispute, controversy or claim arising out of or in connection with the Offer shall be finally settled by Swedish courts, and Stockholm District Court shall be the court of first instance.

The Takeover Rules and the Swedish Securities Council's rulings regarding interpretation and application of the Takeover Rules are applicable to the Offer.

Advisers

EveryMatrix has engaged Gernandt & Danielsson Advokatbyrå as legal advisor in connection with the Offer.

EveryMatrix

This press release was submitted for publication on 18 September 2024 at 08:00 (CEST).

Information about the Offer is available at:
https://everymatrix.com/offer-validation/

For administrative questions regarding the Offer, please contact your bank or nominee where you have your shares registered.

Important information

The Offer is not being made to (and acceptance forms will not be accepted from or on behalf of) persons domiciled in Australia, Hong Kong, Japan, New Zealand, or South Africa, or whose participation in the Offer requires that additional offer documents are prepared or registrations effected or that any other measures are taken in addition to those required under Swedish law (including the Takeover Rules), unless an exemption applies.

This press release and any other documentation related to the Offer (including copies of such documentation) must not be mailed or otherwise distributed, forwarded or sent in or into any jurisdiction (including, without limitation, Australia, Hong Kong, Japan, New Zealand or South Africa) in which the distribution of this press release or the Offer would require any additional measures to be taken or would be in conflict with any laws or regulation in any such jurisdiction. Persons who receive this press release (including, without limitation, banks, brokers, dealers, nominees, trustees and custodians) and are subject to the laws or regulations of any such jurisdiction will need to inform themselves about, and observe, any applicable restrictions and requirements. Any failure to do so may constitute a violation of the securities laws or regulations of any such jurisdiction. To the extent permitted by applicable law, EveryMatrix disclaims any responsibility or liability for any violations of any such restrictions, and EveryMatrix reserves the right to disregard any acceptance forms whose submission constitutes a direct or indirect violation of any of these restrictions.

Forward-looking statements

Statements in this press release relating to any future status or circumstances, including statements regarding future performance, growth and other trend projections and other effects of the Offer, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as "anticipate", "believe", "expect", "intend", "plan", "seek", "will", "would" or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that could occur in the future. There can be no assurance that actual results will not differ materially from those expressed or implied by these forward-looking statements due to several factors, many of which are outside EveryMatrix's control. Any forward-looking statements in this press release speak only as of the date on which the statements are made and EveryMatrix has no obligation (and undertakes no obligation) to update or revise any of them, whether as a result of new information, future events or otherwise, except as required by applicable laws and regulations.

¹ Source for the share price: Nasdaq First North.
² The ownership percentage set out in this item is calculated based on 3,556,535 shares in Fantasma.
³ Source for the share price: Nasdaq First North.
⁴ The ownership percentages set out in this section are calculated based on 3,556,535 shares in Fantasma.

SOURCE EveryMatrix