Enlabs announced on August 26, 2020, that Enlabs had acquired 9,878,086 shares in Global Gaming 555 AB on the same day, for a purchase price corresponding to SEK 11 per share (where 50 percent of the purchase price was paid in cash and 50 percent was paid through newly issued shares in Enlabs), and thus increased Enlabs’ ownership from 29.89 percent to 54.06 percent of all shares and votes in Global Gaming, which meant that Enlabs was required to make a mandatory public offer for the remaining shares in Global Gaming in accordance with the Takeover rules for certain trading platforms (the “Takeover rules”). Since the announcement, Enlabs has acquired additional shares in Global Gaming in the market and Enlabs’ ownership at the time of publication of this press release amounts to 66.70 percent of all shares and votes in Global Gaming.
Considering the above, Enlabs hereby makes a mandatory public offer to the shareholders of Global Gaming to transfer all their shares in Global Gaming to Enlabs (the “Offer”). The consideration of the Offer consists of three alternatives: (a) a cash consideration, (b) a share consideration in the form of shares in Enlabs, or (c) a combination corresponding to 50 percent as cash consideration and 50 percent as share consideration. All consideration alternatives correspond to SEK 11 per Global Gaming share. Enlabs will not increase the offered consideration.
The shares in both Enlabs and Global Gaming are listed on the Nasdaq First North Growth Market (“First North”).
The Offer in brief
At the time of the Offer, Enlabs owns 27,266,114 shares in Global Gaming, corresponding to 66.70 percent of all outstanding shares and votes in Global Gaming.
The Offer values all shares in Global Gaming at approximately SEK 450 million.
Enlabs offers the shareholders in Global Gaming as consideration, for each share in Global Gaming, either:
a cash consideration of SEK 11 (the “Cash Consideration”),
0.36 shares in Enlabs (the “Share Consideration”), or
a combination corresponding to 50 percent as Cash Consideration and 50 percent as Share Consideration.
Enlabs will not increase the offered consideration.
The Offer entails a premium of approximately 15 percent in relation to the closing price on First North for the Global Gaming share on August 26, 2020 (which was the last trading day before Enlabs announced its intention to submit a public bid offer to the shareholders in Global Gaming) and a premium of approximately 1 percent in relation to the closing price on First North for the Global Gaming share on September 21, 2020 (which was the last trading day before the announcement of the Offer). Furthermore, the Offer entails a premium of approximately 4 percent in relation to the volume-weighted average share price for the Global Gaming share during the last thirty (30) trading days, and a premium of approximately 13 percent based on the volume-weighted average share price for the Global Gaming share during the last ninety (90) trading days, up to and including September 21, 2020.
The board of directors of Global Gaming, or an assembled independent bidding committee of Global Gaming, shall publish its opinion on the Offer and the reasons for this opinion no later than two weeks before the expiry of the acceptance period. Furthermore, Global Gaming must obtain and, no later than two weeks before the end of the acceptance period, publish a fairness opinion regarding the Offer from independent expertise. At the time of publication of this press release, neither such statement nor a fairness opinion have been published.
Enlabs’ completion of the Offer is only conditional on the acquisition being approved, if applicable, by the relevant competition authorities.
Enlabs will publish an offer document regarding the Offer, which is expected to take place around October 2, 2020. The acceptance period for the Offer is expected to begin around October 5, 2020 and end around November 2, 2020.