NeoGames has vowed to stand its ground in court amid legal challenges sparked by the previous M&A activity of its Aspire Global subsidiary.

The co-founders of BtoBet and EBET have separately initiated legal proceedings against Aspire Global regarding prior acquisition dealings. This was first reported by SiGMA News.

According to court documents obtained by NEXT.io, BtoBet co-founders Alessandro Fried and Igor Lestar filed a claim in a London court alleging that Aspire Global breached the share-purchase agreement (SPA) related to its acquisition of BtoBet in October 2020.

They argued that Aspire Global overspent and undercharged certain clients during the earnout period, intentionally reducing profits and consequently impacting the agreed earnout consideration.

Aspire Global was then acquired by NeoGames in 2022.

Acquisition background

In October 2020, Aspire Global acquired sportsbook and technology supplier BtoBet for €20m. Aspire paid €15m at the initial closing and €5m after 12 months. 

Additionally, the companies agreed on an “additional consideration” linked to BtoBet’s performance two years post-close. 

This consideration was set at 7x BtoBet’s EBIT in the second year from the closing date, minus the €20m purchase price.

BtoBet’s claims

However, according to the court documents, Fried and Lestar allege that a series of business decisions made by Aspire Global had negatively affected BtoBet’s earnout EBIT. 

They claimed that costs incurred during the earnout period were beyond normal business operations or involved significant changes without their consent. 

Additionally, they asserted that Aspire Global itself failed to meet revenue expectations.

Moreover, the duo stressed that they communicated their concerns to Aspire Global multiple times during the earnout period.

In total, Fried and Lestar are claiming damages across 10 different areas, which add up to €36m.

For example, according to the court records, they argued that in 2022, substantial costs were incurred to develop a failover service, allowing automatic system back-up in case of primary system failure. 

Before the acquisition, BtoBet hadn’t provided this service and it was not factored it into its pricing structure for potential clients.

Despite this, Aspire Global allegedly offered the failover service to some, or all, sportsbook platform customers in 2022 at no additional cost.

The BtoBet co-founders also cited additional jurisdictional licensing expenses, such as those in Ontario, which were undertaken for the buyer’s benefit.

Moreover, they highlighted significant costs associated with expanding BtoBet’s workforce, surpassing the predicted needs during the earnout period. 

For instance, at acquisition, BtoBet had 101 staff, projected to grow to 114 by the end of 2022.

However, as per court documents, BtoBet asserted that by the end of 2022, “the company had increased its workforce by 59 staff, with 43 hired in 2022 alone”.

The BtoBet co-founders declined to comment when contacted by NEXT.io. 

Aspire Global defence

Aspire Global, meanwhile, presented a defence in court, stating: 

“Unfortunately, after the SPA was concluded, it became apparent that the company’s products were not fully fit for purpose, that it was under-resourced and under-staffed, and that not all of its business practices were sustainable, either in the markets in which it was already operating, or the markets in which it was intended to operate post-acquisition.”

The company added that the changes made were necessary for both the short- and long-term success of the company.

Moreover, Aspire stressed that one of the reasons it agreed to a deal structure involving an earnout consideration was to ensure that it did not overpay for the business. 

This decision was influenced by “extremely bullish projections” about BtoBet’s future performance, which the Aspire considered it might not meet.

A second case

SiGMA News reported that Aspire Global is also entangled in a separate legal dispute with EBET, the US company formerly known as Esports Technologies. 

EBET purchased Aspire’s B2C iGaming assets in 2021 and has reportedly filed a lawsuit in Nevada, alleging fraudulent conduct, including the manipulation of books and records by Aspire. 

EBET is seeking damages of around €65m, according to reports.

When contacted for comment by NEXT.io, NeoGames president and former Aspire Global CEO Tsachi Maimon said: “We believe these legal actions lack substance and intend to vigorously defend our position in court.”

Earlier this year, Aristocrat agreed to acquire NeoGames in a £1.2bn deal.

BETBY, the innovative sportsbook supplier, has bolstered its marketing team as the supplier welcomes Pierre Pulis as head of marketing.

With a strong background in the industry, Pulis has managed large scale marketing and communication projects including in his most recent role at BtoBet, NeoGames’ B2B sports betting division.

Before this, Pulis worked for 15 years in various senior positions, including a tenure as an editor within the online and offline media industry, furthering his knowledge base and skill.

In his new role as head of marketing, Pulis will be responsible for steering strategic marketing initiatives for BETBY, as well as elevating brand awareness and spearheading campaigns aligned to the provider’s growth strategy in 2024 and beyond.

Pierre Pulis, head of marketing at BETBY, said: “I am thrilled to be joining BETBY in the role of head of marketing. BETBY is continually enhancing its reputation in the industry, and I am very excited to be leading such a talented marcomms team which is poised to make significant contributions to BETBY’s ongoing success.” 

Leonid Pertsovskiy, CEO at BETBY, said: “With strong experience of the B2B sports betting landscape, Pierre has in-depth knowledge of the market and has established long-standing relations with industry friends, whilst also bringing with him a wealth of experience and creativity. We are delighted to have him lead on our marketing projects as we look for further growth in 2024.”

NeoGames has reported $46.4m in revenue in Q3 2023, indicating a year-over-year decline of 25.5%.

NeoGames’ share in NeoPollard Interactive (NPI), a co-owned iLottery supplier with Pollard Banknote Limited, generated additional revenue of $17m, taking total revenue for the period to €63.4m.

This also represents a year-over-year decline of 13.6%. 

However, NeoGames stated that this decline was primarily due to a change in accounting methods from gross to net revenue for the company’s Aspire core division.

When comparing like-for-like, the total revenue, incorporating the company’s share in NPI revenues, would have reached $81.7m, signifying an 11.5% year-on-year growth.

NeoGames also reported an increase in adjusted EBITDA, with Q3 2023 figures coming in at $19.9m, up 13% on Q3 2022.

Strong iLottery performance

iLottery emerged as a significant growth driver for NeoGames. 

NeoGames’ iLottery segment generated a 5.5% year-on-year revenue rise to $14.4m.

This means total iLottery revenue, when combined with the NPI revenues, reached $31.4m, demonstrating a substantial 27% year-over-year growth. 

NeoGames said the growth was primarily driven by positive trends in major accounts and a jackpot in the US market during the third quarter.

Meanwhile, iGaming revenue came in at $31.9m for Q3 2023.

NeoGames noted that Aspire core results slowed due to regulatory shifts in the UK and operational changes in Germany as the company obtained a licence to operate in that market. 

The supplier expects to see gradual improvement over the next few quarters.

While NeoGames reported a net loss of $3.6m, or $0.10 per share, during Q3 2023, this was an improvement from the net loss of $4.4m, or $0.13 per share, during the same period in 2022. 

The net loss in Q3 2023 was mainly attributed to costs related to the Aristocrat transaction and the amortisation linked to the Aspire business combination.

CEO comment 

NeoGames CEO Moti Malul said: “We are pleased with the progress we made during the third quarter advancing our strategic goals while we continue to work towards completing our merger with Aristocrat Leisure. 

“We remain focused on achieving sustainable growth. We are also encouraged by the interest and pipeline in the US market for our iGaming offering.”

Malul also stated that NeoGames’ iLottery business continues to gain market share and grow, highlighting that NeoPollard Interactive secured a public procurement deal to provide the West Virginia Lottery with a comprehensive iLottery programme.

In Q3, NeoGames also inked ten new operator contracts, including major players such as Hard Rock and Fortuna Entertainment Group.

Aristocrat merger progress

In addition, Malul provided a brief update on the progress of the merger with Aristocrat, which, in May, agreed to acquire NeoGames in a £1.2bn deal.

“We continue to make progress towards completing our merger with Aristocrat Leisure, and during this quarter have received additional regulatory approvals which are required to close. 

“We continue to expect the deal to be completed during the first half of fiscal year 2024,” Malul stated. 

NeoGames also revealed that a second shareholder vote to approve the merger will take place during the first half of fiscal year 2024. 

A first vote took place in July, and the majority of shareholders voted in favour. 

Moreover, NeoGames’ shareholders representing approximately 61% of the company’s outstanding shares have already agreed to vote in favour of the merger.

September presented a challenging stock market landscape and the real winners turned out to be the few firms that avoided losses. 

Surprisingly, none of our most prominent winners among operators, affiliates, and suppliers recorded significant gains.

Nearly all the gambling stocks on our watchlist faced significant declines, as highlighted in our earlier analysis of the biggest losers.

Catena Media

Affiliate business Catena Media, a consistent member of our list of biggest losers, demonstrated remarkable resilience in September.

However, the stock’s modest gain of 3%, from SEK 17.98 on 31 August to SEK 18.57 by the end of September, underscored the market’s overall challenges.

Catena Media’s stock has been quite volatile over the past six months, characterised by peaks in the first quarter and subsequent declines. 

Notably, the company engaged in several share buybacks during September, repurchasing a total of 115,000 shares. 

Share buybacks have the potential to boost share prices as they result in a decrease in the number of outstanding shares. 

This reduction typically enhances the earnings per share (EPS) metric, making the stock appear more attractive to investors. 

Additionally, share buybacks often send a positive signal to the market, signifying that the company has confidence in its financial stability and that its shares may be undervalued. 

This boost in investor confidence can contribute to an increase in share prices.

However, the long-term impact of share buybacks may be limited if the underlying fundamentals of the company do not support sustained growth. 

Therefore, while share buybacks can lead to share price gains, investors should take a holistic view, considering both the immediate effects and the company’s overall financial health.

Catena Media’s strategic shifts, including the sale of AskGamblers and a focus on North America, have come with mixed results. 

In Q2 2023, the company faced revenue declines and a substantial drop in adjusted EBITDA, underscoring the challenges it has encountered.

The North American sector’s performance was also lacklustre, as revenue dipped to €12.5 million, marking a 16% slide compared to the second quarter of 2022. 

Unfortunately, the stock has witnessed a substantial decline of approximately 40% over the last half-year and a 20% drop over the past year.

Moreover, between the end of September to 13 October, the stock witnessed another decline of 6%.

Rush Street Interactive

Within the operator segment, Rush Street Interactive (RSI) distinguished itself by avoiding losses.

On 31 August, the stock closed at $4.60 and closed at $4.62 on 29 September, exhibiting a slight uptick of 0.4%. 

Notably, RSI saw even more robust performance earlier in the month, reaching a peak of $5.35 on 12 September, which was also the highest it has traded for over the past six months.

In a month marked by cyberattacks affecting industry giants like Caesars and MGM Resorts, resulting in a 14% loss for Caesars and a 15% drop for MGM in September, RSI emerged as one of the few US stocks to maintain a positive trajectory.

RSI recently delivered a positive Q2 performance. Revenue reached $165.1m, which represented a 15% increase compared to the same period in 2022. 

Additionally, net loss in Q2 2023 was $16.7m, signifying a significant improvement from the $28.3m net loss in Q2 2022.

More importantly, RSI achieved a positive adjusted EBITDA in Q2 and CEO Richard Schwartz expressed optimism about the company’s prospects for a profitable full year in 2023 if market conditions remain favourable in the second half of the year.

Schwartz also highlighted RSI’s successful expansion in Latin America, particularly in Colombia, where revenue grew by 30% year-on-year. 

Further growth is anticipated in Mexico, and Schwartz mentioned the potential opportunities arising from the recent regulation of sports betting in Brazil.

Brazil’s gambling bill garnered significant attention last month and was successfully passed in mid-September, coinciding with the time when RSI achieved its peak performance, which could have been one factor for the stocks up. 

In the US, RSI has lagged behind market leaders such as FanDuel, DraftKings, BetMGM, and Caesars. However, RSI has strategically prioritized the Latin American market from an early stage.

This strategic focus on Latin America appears to be yielding positive results. 

Over the past six months, RSI has demonstrated significant growth, with a 49% increase in stock value between 31 March and 29 September. 

NeoGames

iLottery and iGaming solutions provider NeoGames has also demonstrated its resilience in the market. 

Starting at $26.80 on 31 August and closing at $27.00 by the end of September, the company’s stock value has remained relatively stable throughout the month. 

Despite the modest gain, NeoGames emerged as the top-performing supplier in our September stock market sweep. 

In May, NeoGames experienced a notable surge in its stock price, skyrocketing from $12.84 on 12 May to $27.17 on 15 May.

This surge was primarily attributed to the company’s announcement of its acquisition by Aristocrat Leisure at $29.50 per share in an all-cash deal.

Following the acquisition announcement, NeoGames maintained its value, consistently trading at around $27.00. The stock displayed stability throughout September.

However, a recent dip of nearly 5% occurred between 6 October and 13 October, likely due to concerns stemming from the ongoing conflict in Israel.

NeoGames, headquartered in Tel Aviv, expressed profound sorrow for the tragic events in Israel.

CEO Moti Malul commented: “At NeoGames, employee safety and well-being is core to our culture. We are dedicated to doing our part in assisting families, friends and colleagues to cope with these appalling circumstances.” 

Malul also reaffirmed NeoGames’ resolute commitment to business continuity.

“We remain resilient and our entire business in Israel continues to operate normally. As a global company with offices throughout the world, we maintain a comprehensive and proven business continuity programme, which remains in place and can be adapted to circumstances as they evolve. 

“This programme is designed to ensure control and stability of our operations and thus, the operations of our customers continue uninterrupted,” he added. 

NeoGames S.A, a technology-driven provider of end-to-end iLottery and iGaming solutions, has signed an agreement with Scientific Games to deliver NeoGames Studio content to the Pennsylvania Lottery.

The three-year deal will see NeoGames Studio’s rich portfolio of engaging titles integrated onto the Scientific Games platform, providing the Pennsylvania Lottery’s customers with a wide range of games which will be rolled out across the coming year.

The new partnership further expands NeoGames’ increasing support for lottery customers in North America, with a total of eight lotteries on the continent set to carry the supplier’s iLottery offering.

NeoGames Studio, the Company’s in-house games studio, holds a 17-year track record of providing lotteries with a constant flow of games, having created over 250 games since its inception.

The studio has won numerous industry awards, with its most recent win taking place at the 2023 EGR North America Awards, where its game, Desert Fantasy, won the gold award for Best New Game.

Drew Svitko, executive director of the Pennsylvania Lottery, said: “We are delighted to be able to add the successful and innovative NeoGames Studio portfolio to our iLottery online platform.

“We are always looking for innovative ways to enhance the digital games experience for our valued players and NeoGames Studio has a content portfolio that is packed with entertaining experiences.

“We believe that this deal will enhance the Lottery’s appeal to online players, while fulfilling the PA Lottery’s mission of boosting proceeds to programs that benefit older residents.”

Hili Shakked, managing director of NeoGames Studio, said: “Through this partnership with Scientific Games and the Pennsylvania Lottery, we are able to bring our premium eInstant games to a large new market of players.

“This collaboration is a further illustration of our commitment to providing innovative, engaging games that meet the needs of lottery customers. We are confident that this long-term agreement will be a win-win for all stakeholders.”

Online lottery and iGaming solutions provider NeoGames has hired former deputy executive director of the Virginia Lottery, Robert Wesley.

Wesley has joined the business as its new vice president of North American customer development, effective yesterday (1 August).

He joins NeoGames following an impressive 25-year tenure at the Virginia Lottery, which saw him undertake a series of key roles culminating in his position as deputy executive director of lottery, which he held between May 2022 and July 2023.

Prior to that role, Wesley acted as director of digital, director of sales, and interim marketing director, among a series of other roles since joining the state lottery as a senior programmer analyst in 1998.

Under his leadership, Virginia’s iLottery programme became the top-performing US online lottery less than three years after launching, according to NeoGames. 

Overall lottery sales in Virginia grew by 23% in the most recently completed fiscal year, it added.

In his new role, Wesley will lean on his experience to “serve as a resource to lotteries throughout North America that are interested in enhancing their interactive experience,” NeoGames said.

He will also assist and support the supplier’s existing customer base with best practices in the delivery and growth of their online lottery programmes and products.

“Robert is hugely respected within the lottery industry and has an incredible track record of delivering iLottery growth during his time with Virginia Lottery,” said NeoGames CEO Moti Malul.

“As we have consistently demonstrated, our iLottery offering is the industry leader and we want the right people to drive our efforts as we look to accelerate our customers’ success. 

“Robert joining NeoGames is a major coup and sharing his expertise with our customers will undoubtedly help to grow their businesses.” 

Wesley himself added: “It is a thrill to join NeoGames and work with such an impressive portfolio of lottery partners. 

“The North American iLottery market is one that continues to grow rapidly and NeoGames is in a prime position to support lotteries who are interested in enhancing the interactive gaming experience they offer. 

“I am excited by the new challenges that lie ahead and look forward to sharing my expertise with the NeoGames team and our lottery partners.” 

Shareholders of iLottery and iGaming solutions provider NeoGames have approved the proposed acquisition of the company by Aristocrat Leisure.

This shareholder approval is the first of two approvals required for the acquisition to complete. The all-cash transaction was agreed by both parties in May.

The deal values NeoGames at $1.2bn, with shares being purchased at a price of $29.50 each, signifying a 104% premium over the company’s three-month volume weighted average stock price.

During a shareholder meeting, approximately 86% of NeoGames’ outstanding shares were actively voted on, with over 99% of votes cast in favour of the proposal.

Closing conditions

The deal is still subject to certain conditions, including the receipt of all required gaming, antitrust, and foreign investment regulatory approvals.

Additionally, at least 66.7% of NeoGames’ shareholders need to approve the merger at the second shareholder meeting.

The first approval represents one of the substantial milestones towards completing the transaction and both companies said they “are continuing to work together to progress the remaining steps”.

Aristocrat and NeoGames expect the acquisition to be finalised during H1 2024.

Share performance

As a result of the merger, NeoGames experienced a remarkable surge in its share price during the month of May, gaining an impressive 108.2%.

Over the past six months, NeoGames shares are up 140%. Aristocrat shares have also performed well, gaining 15.8% during the same period.

These positive stock performances reflect investors’ confidence in the potential of the proposed acquisition and the strategic value it holds for both companies.

For land-based casino supplier Aristocrat, the deal is designed to give it significant scale in the online RNG industry.

iLottery and iGaming solutions provider NeoGames has welcomed Steve Capp to its board of directors as an independent, non-executive director.

The company’s shareholders approved Capp’s inclusion during the 2023 annual general meeting.

Alongside his directorship, Capp has been appointed as chairperson of the audit committee and as a member of the compensation and nominating and corporate governance committees.

In light of Capp’s appointment, NeoGames has received notification from Nasdaq confirming its compliance with a Nasdaq listing rule, which stipulate that the audit committee must consist of at least three independent directors.

NeoGames CEO Moti Malul expressed his confidence in Capp’s expertise and leadership, stating: “Steve is a highly experienced executive who brings leadership, deep expertise and professional experience to our board. He will be a valuable addition to our board.”

Capp boasts an impressive 35-year career in the gaming and financial services industries.

Between January 2019 and April 2022, he served as the executive vice president and CFO of Bally’s Corporation.

During his tenure at Bally’s, the company underwent an IPO and successfully completed the acquisition and integration of more than 20 entities.

These included casino hotel properties and internet-based companies operating in the daily fantasy sports, free-to-play, sports wagering, and iCasino sectors.

Before his time at Bally’s, Capp held the position of director and financial consultant at Right Angle, a financial and strategic consulting firm, from April 2011 to December 2018.

Additionally, he served on the board of Bally’s predecessor private company, Twin River Management Group, for approximately seven years.

Capp has also provided his expertise as a director, adviser and consultant to various private gaming, hospitality and technology companies throughout his career.

With a rich background in the gaming industry, Capp previously held the positions of executive vice president and CFO at Pinnacle Entertainment.

He initiated his professional journey as an investment banker at Bank of America Securities and Bear Stearns & Co.

iGaming and iLottery solutions provider NeoGames has appointed Motti Gil as CFO, effective as of 1 August 2023.

Subject to regulatory approvals, Gil will succeed Raviv Adler, who is set to step down at the end of July to pursue another opportunity.

In the interim, NeoGames said Gil and Adler will be working closely together to ensure a seamless transition.

Gil brings a wealth of experience to his new role as CFO, with over 20 years of global financial and operational expertise, the firm added.

He has served as CFO of Aspire Global since 2016, including during its time as a publicly listed company prior to its acquisition by NeoGames.

Previously, Gil held various finance executive and controller positions in private and publicly listed companies, including seven years as CFO of GoNet Systems, a wireless technology company.

“Motti Gil has been with the company for seven years with much of that time spent as the CFO of the publicly listed Aspire Global Group prior to the merger last year,” said NeoGames CEO Moti Malul.

“He has continually demonstrated exceptional financial acumen and leadership skills throughout his tenure.

“He remains instrumental in overseeing critical financial operations and has strong relationships with key stakeholders. Motti is the ideal candidate to step into this role at this time,” Malul added.

A period of transition

Malul also acknowledged Adler’s impact on NeoGames’ success.

“His unwavering dedication, strategic insights and exceptional leadership have been instrumental in shaping our company and in delivering value for our shareholders.

“We are genuinely thrilled for Raviv as he embarks upon a new opportunity, and wish him all the best in his future endeavours,” he said.

These recent developments indicate a period of transition for NeoGames, as it prepares for its acquisition by Australian gaming giant Aristocrat Leisure.

Last month, Aristocrat announced it would acquire NeoGames in a $1.2bn deal.

NeoGames’ current management team, including CEO Malul, president and head of gaming Tsachi Maimon, and COO Rinat Belfer, have all agreed to remain with the company under Aristocrat ownership.

iGaming NEXT, a leading trade media and events company for the online gambling industry, has raised a seven-figure investment round to accelerate future growth and expansion.

The funding round was spearheaded by xace.io, an esteemed payments processing service, marking a significant milestone in iGaming NEXT’s expansion.

Xace founder and CEO David Hodkinson said: “We are thrilled to be investing in this exceptional company.

“The dedication and work ethic demonstrated by the iGaming NEXT team is truly remarkable and evident through their growth to date.

“We have no doubt they’re destined for great things, and we are delighted to be involved in their journey,” he added.

Alongside xace.io, new investors such as the M&A advisory firm RB Capital, the reputable fund happyhour.io and NeoGames president Tsachi Maimon made substantial contributions.

“It has become increasingly evident over the last few years that iGaming NEXT is positioned to become the next big media powerhouse within the iGaming industry,” said Maimon.

“Despite growing rapidly, they have always maintained an integrity-first approach, and I have always been excited to be a part of their events and media initiatives from day one.

“Now, I am proud to be a part of the team and the journey itself,” he added.

In addition, existing investors YOLO Group and PressEnter Group executive chairman Lahcene Merzoug reaffirmed their commitment to the iGaming NEXT mission by actively participating in the latest funding round.

This continued support signals vibrant prospects for the future, with iGaming NEXT Valletta 23 destined to kick off this week.

This fresh influx of capital will be channelled towards further expanding the reach of the iGaming NEXT product portfolio and brand.

The objective is to reinforce its position as the leading trade media publication in the iGaming industry, a sector noted for its dynamic and rapidly evolving landscape.

The company has its sights set on building a major media conglomerate within the iGaming industry and beyond.

Pierre Lindh, managing director of iGaming NEXT, said: “We’re extremely grateful for the faith our investors, both existing and new, have placed in us.

“This investment will not only help us to maintain our position in the industry but will also empower us to break new ground.

“We’re thrilled about the opportunities this presents and can’t wait to shape the future of media in the iGaming industry,” he added.

With the industry constantly transforming, iGaming NEXT has been dedicated to providing timely, accurate and influential content since its inception.

“We are excited to be backing a platform that is committed to journalistic excellence, innovation, and integrity at its core,” said happyhour.io co-founding partner Daniel Bradtke.

“This commitment is reflected not just in the high-quality, reliable information they offer, but also in the world-class events they organise.

“These events have proven themselves to be invaluable in connecting key players, fostering collaborations, and inspiring advancements within the iGaming industry,” he added.

The investment process was managed by RB Capital, the final confirmed investor for this round.

“It has been a pleasure to see the rise and rise of iGaming NEXT; we’ve been part of the fabric since their early days, and it is so proud to validate how far Pierre and the team have come” concluded Julian Buhagiar, co-founder of RB Capital.