Relax Gaming has been acquired by Kindred in a bid to strengthen its focus on product differentiation and customer experience
The remaining outstanding shares in Relax Gaming were snapped up by Kindred Group in a move that has been in the works since, at least, 2013. The B2B iGaming supplier was bought out for 100% of the shares on a cash-free and debt-free basis. The transaction was for the remaining 66.6% of the outstanding shares.
The Enterprise value of Relax Gaming stood at €320 million, whilst the Equity value stood at €295 million. Kindred will pay an initial consideration, settled in cash upon completion, of approximately €80 million (on a cash and debt free basis). In addition to the initial consideration, the maximum earn-out payments amount to €113 million and may become payable in 2022 and 2023, subject to Relax Gaming achieving certain earnings thresholds. The transaction will be financed through Kindred’s existing cash and credit facilities.
Founded in 2010, Relax Gaming is a market-leading B2B iGaming software supplier that designs and develops online casino games, supported by an open distribution platform for third-party aggregation as well as proprietary poker and bingo products. Today they have around 240 full-time employees with four main hubs in Malta, Estonia, Sweden and Serbia.
Kindred Group CEO, Henrik Tjärnström said:
"Through this acquisition we add a rapidly growing and profitable B2B business with a world-class product portfolio, giving us greater control over our casino, poker and bingo offering, putting Kindred in a significantly better position to achieve our long-term strategy to increase our focus on product differentiation and customer experience."
Relax Gaming Co-Founder and Chairman of the Board, Patrik Österåker added:
“Joining Kindred Group comes as a natural next step in our long-standing cooperation with Kindred across all our product verticals. Kindred’s strengthened presence will allow Relax Gaming to further invest in and accelerate the expansion of our B2B offering across the globe. We will continue the Relax Gaming journey as a separate B2B entity with unchanged product portfolio and overall strategy, staying true to our values and respecting the hard-earned trust of our customers. Our continued independence is a key element of the transaction, and I am happy to remain on the board of Relax Gaming.”
Relax Gaming currently supplies poker and bingo content on an exclusive basis to Kindred along with high-quality casino content. The acquisition is expected to generate annual run-rate synergies of €8 million within the next three years for the Group driven especially by lower investment needs and reduced cost of sales.
In Kindred Groups statement announcing the acquisition, they explain that "in order to secure continued integrity of Relax Gaming’s B2B customers, Kindred’s intention is to keep Relax Gaming as an independent entity within the Group with a separate Board of Directors and management team".
"Kindred’s ambition is to continue to invest in Relax Gaming to cement its position as a leading B2B iGaming supplier by further strengthening Relax Gaming’s product offering and by broadening their B2B customer base. In conjunction with the completion of the transaction, all existing employee share option programs in Relax Gaming will be exercised, and Relax Gaming’s management, who is committed to the future success of the company, will retain an ownership of c. 7% of total fully diluted shares in the company and Kindred’s ownership in Relax Gaming will be c. 93% after the completion of the transaction and the exercise of the options."
In the last twelve months leading up to May 2021, Relax Gaming generated revenues of approximately €25 million with an EBITDA of approximately €10 million.
The transaction is conditional to customary regulatory approvals and is expected to be completed in the fourth quarter of 2021. J.P. Morgan has acted as financial advisor and Cirio Advokatbyrå has acted as legal advisor to Kindred in connection with the transaction. Roschier Attorneys Ltd acted as the legal advisor to the shareholders of Relax Holding Limited in the transaction.
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