Gaming industry online marketing and operating company B90 Holdings will acquire the operations, domain and business IP of Entercreation Limited’s Spinbookie.com online sportsbook and casino.
The total consideration for the transaction will initially consist of 8.6 million in new ordinary shares of nil par value in the capital of B90, with a further 8.6 million issued to Entercreation should the net gaming revenue of Sportbookie exceed a cumulative amount of €500,000 within the first 12 months of operations post-acquisition.
Additionally, the value of the consideration shares stands at £381,500 based on the closing mid market price per ordinary share on 21 December 2021, whilst the maximum consideration payable is 881,500 assuming the issue of the earn-out shares is £1,763,000.
In support of the transaction, B90 has raised £596,800 via a subscription for the subscription shares of the issued price, and has agreed to convert and settle outstanding liabilities along with finders fees with ‘certain creditors’. These settlementments will amount to £49,670 through the issue of 413,917 new ordinary shares at 12 pence per share.
Entercreation has also agreed to a six month lock-in period following the acquisition, during which it cannot sell, transfer, dispose of or create any encumbrance over the consideration shares.
Karim Peer, Non-Executive Chairman, remarked: “The acquisition of Spinbookie continues the development of our business. As the consideration is being paid in shares, the team is incentivised to drive future growth and profits by establishing a larger customer base.”
B90 has prepared marketing agreements prior to the acquisition with the objective of driving traffic to Spinbookie, in particular highlighting its deal with the Nordic Group and takeover of the Oddsen.nu affiliate website earlier this year.
As a result of the acquisition, Spinbookie – which operates on BetConstruct’s betting software platform and under a Curacao gaming licence – will operate in ‘complementary markets’ to B90’s existing commercial activities, with a particular focus on expanding the company’s reach in South American jurisdictions.
Spinbookie’s current operations encompasses both sports betting and casino offerings, with the latter including products from gaming providers such as Microgaming and Evolution, and both divisions will be overseen by B90’s existing Bet90 operational team.
“We believe this is a good acquisition for the Company as it is planned to accelerate our timeline to profitability, as well as adding a valuable new domain to our online real estate,” Peer continued.
“By utilising our recently signed affiliate deal with Nordic Group, as well as our other, well established direct to customer marketing initiatives, we will introduce the Spinbookie brand into new and different markets, facilitating more growth and accelerating customer acquisition.”