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.

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.

Aspire Global will continue to pursue expansion in North America after recording revenue of €46.3m in Q1 2022 at a growth rate of 31.7% year-on-year.

Following the divestment of its B2C segment in December 2021, Aspire has provided figures in its latest report calculated on a discontinued basis, with the divested B2C operation now reported as a B2B partner.

On this basis, EBITDA for the period came to €8.2m, 18.7% ahead of Q1 2021, at an EBITDA margin of 17.8%. EBIT, meanwhile, totalled €5.6m, 13.6% ahead of the prior year period.

The firm’s earnings after tax came to €4.8m, up 4.7%, to give earnings per share of €0.10.

“We have a continued strong business momentum and the quarterly performance once again demonstrates the strengths of our offering and the capabilities of our highly motivated team,” said Aspire Global CEO Tsachi Maimon. 

“Aspire Global has set new records in the quarter with revenues of €46.3m and EBITDA of €8.2m. I’m especially proud to see the progress we have made in the quarter in North America, as well as in regulated European markets, by adding tier-one operators to our client list and being awarded additional certifications.”

Commenting on the agreed acquisition of Aspire Global by NeoGames, Maimon added: “Aspire Global’s entire operations will form a new iGaming division within NeoGames. 

“Together, our companies will generate significant long-term value by creating synergies and capitalising on the key strengths of the entities by positioning them for expansion in both new and existing markets. We look forward to being a part of NeoGames and I’m very excited about our promising growth opportunities in this new strong business combination.”

The firm continued to turn its attention to North America during the quarter after obtaining the Gaming Labs International (GLI) certification standard for its offering.

This enables the business to launch its platform, sportsbook and managed services in the US and Canadian markets. 

It is worth noting that Aspire Global already boasts a presence in several North American markets – including New Jersey, Michigan, West Virginia and Ontario – through its iGaming content and aggregator provider Pariplay.

Looking to the future, Maimon concluded: “Aspire Global is today clearly positioned as a leading iGaming supplier in regulated markets. As part of the NeoGames Group, Aspire Global will continue to take advantage of its key strengths.”