Profitable GameTech Company Novibet to Combine With Nasdaq-listed Artemis Strategic Investment Corporation and to Pursue High Growth iGaming and Online Sports Betting Opportunities in Europe and the Americas
Artemis Strategic Investment Corporation (Nasdaq: ARTE) and Novibet announce a definitive agreement for a business combination valued at approximately
- Novibet projects
$156 million in net gaming revenue and$20 million EBITDA for 2022. - Expected to have approximately
$135 million of unrestricted cash at closing. - The merger positions Novibet for growth in North America and expanded European markets.
- The transaction relies on no redemptions from Artemis stockholders, which could impact cash availability.
- Inherent risks and uncertainties related to market entry in North America could delay expected growth.
Novibet is a Fast-Growing GameTech Operator that Offers iGaming and Online Sports Betting and Features an Internationally Recognized Brand, Efficient Digital Marketing Strategy and a Proprietary Vertically Integrated Technology Platform
Novibet Expects to Generate
Novibet Achieved Average New User Breakeven in Less than Two Months in 2021
Poised to Begin Leveraging
Expected to Have Approximately
Novibet Pre-Transaction Enterprise Value of
Founded in 2010, Novibet currently operates iGaming and online sports betting actively across four regulated European markets:
Novibet’s current operations and offerings include:
- An iCasino platform that offers one of the largest online slots portfolios in the global gaming industry, including more than 5,000 casino games and 180 progressive jackpot games;
-
An online sports book platform that has strong brand awareness across its markets, with an opportunity to establish a differentiated brand in
North America based in part on an internal team that covers more than 400,000 events across more than 20 sports; - A scalable and flexible technology offering that positions Novibet to efficiently address future growth with emerging iCasino verticals such as live games; and,
- A proprietary platform for customer relationship management and technology.
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1 Assumes no redemptions from Artemis stockholders and
Note: Novibet’s reporting currency is Euros. The exchange rate provided for US dollars is 1.1828 (due to fluctuating currency exchange, this rate is provided for convenience only and is based on the average for 2021)
Multi-Pronged Growth Strategy
The proceeds from the business combination and expected ongoing positive cash flow growth from existing operations are expected to favorably position Novibet to execute on a multi-pronged growth strategy that will grow its presence in the total addressable market (TAM). Novibet’s near-term strategic growth initiatives include:
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Leveraging its strong operations and proprietary technology to continue to grow market share in existing core markets and enter additional European markets
-
European markets represent an estimated
$29 + billion 2026 regional TAM opportunity: In addition to continued growth inGreece ,Italy andIreland , Novibet has developed a multi-phase European expansion plan to enterSweden ,the Netherlands ,Romania ,Belgium ,Hungary ,Germany ,France andSpain via a joint venture partnership or strategic, accretive M&A
-
European markets represent an estimated
-
Deploying its ability to enter into new markets to enter emerging and regulated iGaming markets in
North America and multiple Latin American markets-
U.S. andCanada represent an estimated$37 + billion 2026 regional TAM opportunity: Novibet has entered into market access agreements for iGaming inPennsylvania and is finalizing market access agreements for six additionalU.S. States, while seeking a direct license to operate inOntario and in other Canadian provinces as they become regulated -
Latin America represents an estimated$4 + billion 2026 regional TAM opportunity: Novibet believes it is close to finalizing a market access agreement forMexico with a land-based operator and is seeking to enter additional Latin American markets (Peru ,Chile ,Brazil ,Colombia andArgentina ) via a joint venture partnership or through strategic, accretive M&A
-
-
Pursuing a return-focused acquisition strategy to acquire complementary iGaming operators to further diversify its markets and sources of revenue and grow cash flow
- Novibet is reviewing several pipeline targets in key new regulated markets that can increase its scale and reach, provide technology synergies, and/or provide new licenses in locally regulated markets
Initial execution against these multi-year growth initiatives is expected to help drive growth in full year 2023 projected net gaming revenue to approximately
Management Commentary
“Novibet has a strong record of success developing a superior technical platform to address the global iGaming opportunity in a manner that delivers profitable financial performance and positive cash flow. This record, combined with its demonstrated ability to successfully and profitably enter new markets as well as the significant opportunity to leverage its competitive advantages in new markets, including in
“We expect the available growth capital and ongoing positive cash flow growth from Novibet’s current operations, coupled with our own substantial industry expertise, will provide a significant benefit to Novibet’s efforts to continue to grow share in its existing markets and simultaneously address new markets, including the large North American iGaming and sports betting opportunity along with the Latin American market. We are confident that Novibet’s proven, efficient, digital-focused customer acquisition strategy and depth of content offerings will enable it to deliver continued profitable growth as it launches its North American offerings beginning early next year.”
“Novibet has always focused on generating revenue growth that delivers positive cash flow,” said
Transaction Highlights
-
Pro forma for the transaction, the implied enterprise valuation is approximately
(assuming no redemptions from Artemis stockholders)$696 million -
Approximately
of SPAC cash-in-trust (assuming no redemptions from Artemis stockholders)$205 million -
Artemis founders and existing Novibet stakeholder will hold approximately
75% of the combined company at close2 -
Novibet’s shareholder will roll at least
92% of their equity into ordinary shares of the combined company -
Rodolfo Odoni , current owner of Novibet will be named Chairman of Novibet;George Athanasopoulos , Chief Executive Officer of Novibet, to remain CEO - Artemis will appoint two representatives to the Novibet Board of Directors
________________
2Novibet’s sole shareholder has the option to receive cash in exchange for up to
Novibet Business Highlights
-
Novibet is a profitable GameTech operator that currently derives its revenue from four regulated online sports book (OSB) and iGaming markets in
Europe :Greece ,Ireland ,Italy , andMalta -
Approximately
68% of 2021 net gaming revenue was derived from iGaming operations with the balance derived from online sports betting -
Novibet owns its state-of-the art, vertically integrated technology platform which has a seamless fusion with the Company’s iGaming products and digital acquisition tools, leading to higher customer entertainment, engagement and retention
-
User retention in
Greece after twelve months from first time deposit has improved to37% in 2021 from11.5% pre-2019 -
2.5x average monthly increase in active users from 2020 to 2021
- More than 350,000 annual unique active customers in 2021
-
Approximately
69% first month retention rate in 2021 -
Average twelve-month Revenue per User growth of
96% over the last two years
-
User retention in
-
Novibet’s return-focused digital marketing engine drives strong ROI on customer acquisition spend
- New user breakeven time from first deposit of cost of acquisition has improved to 43 days in 2021 from 146 days pre-2019, despite a simultaneous increase in marketing spend
-
Novibet is poised to enter and capture share in the North American iGaming market beginning by the end of 2022
-
Entered or in process of finalizing iGaming and/or online sportsbook (OSB) market access agreements in seven
U.S. states-
Pennsylvania : entered into an agreement for iGaming; expects to launch operations in 2Q 2023 -
New Jersey : finalizing agreements for iGaming and OSB; expects to launch operations in the first half of 2023 -
Finalizing agreements with an operator for
Indiana (iGaming and OSB),Louisiana , (iGaming),Iowa (iGaming and OSB),Missouri (OSB), andMississippi (OSB); expects to launch initial operations in 2023 or 2024
-
-
Expects to launch iGaming and OSB operations in
Canada through its own license, beginning withOntario in Q4 2022 -
Expects to launch iGaming and OSB operations in
Mexico through a partnership with a land-based operator beginning in Q3 2022
-
Entered or in process of finalizing iGaming and/or online sportsbook (OSB) market access agreements in seven
Timing and Approvals
The proposed transaction has been unanimously approved by the Boards of Directors of both companies and is expected to close in the second half of 2022, subject to approval by Artemis’ shareholders and other customary closing conditions.
Advisors
Management Presentation Information
Interested parties may access an investor presentation and listen to a pre-recorded presentation regarding the proposed business combination beginning today at
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About
Artemis is a special purpose acquisition company formed in 2021 and listed on Nasdaq in
About Novibet
Novibet is an established GameTech company operating in several countries across
The exciting online gaming experience begins with providing the most popular online casino games and, to that end, Novibet has teamed up with some of the world’s leading online casino content providers. With over 5,000 online casino games available to its experienced
Novibet has its own proprietary betting platform that integrates world leading official data providers; with its own algorithms generating an extensive Betting Offer that includes In Play and Minute markets, in house developed Automatic and Hybrid Cash-Out, quick settlement of bets, and unparalleled excitement to sports enthusiasts.
As an innovative and adaptable operator, Novibet has a product offering that is constantly interacting with demand to meet and exceed existing and upcoming trends. In close partnership with Microsoft, Novibet is fully hosted in the Azure Cloud, providing scalability, high availability, redundancy, and economies of scale that are unrivaled in the industry.
For more information: https://investor.novibet.com/.
Important Information About the Proposed Business Combination and Where to Find It
In connection with the proposed Business Combination, Artemis, Novibet, and
Participants in the Solicitation
Under
Forward-Looking Statements
This press release includes historical information as well as “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to matters such as the future results of operations and financial position of
Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “future,” “anticipate,” “assume,” “intend,” “plan,” “may,” “will,” “could,” “should,” “would,” “believes,” “predicts,” “potential,” “strategy,” “opportunity,” “continue,” and similar expressions are intended to identify such forward-looking statements. Accordingly, such forward-looking statements are not guarantees and are subject to inherent risks, uncertainties, and changes in circumstance that are difficult to predict and may be outside of PubCo’s, Artemis’s and Novibet’s control. PubCo’s, Artemis’s and Novibet’s actual results may differ materially from their expectations, estimates and projections due to a variety of factors and consequently, you should not place undue reliance on these forward-looking statements as predictions of future events. Although it is impossible to identify all factors that may cause such differences, they include, but are not limited to: (1) the level of redemptions by Artemis’s shareholders in connection with a business combination and the outcome of any legal proceedings that may be instituted against Artemis or Novibet following the announcement of the Business Combination; (2) the inability to complete the Business Combination; (3) the risk that the Business Combination disrupts current plans and operations of Novibet as a result of the announcement and consummation of the Business Combination; (4) the inability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its key employees; (5) costs related to the Business Combination; (6) changes in laws or regulations applicable to Novibet’s business; (7) the possibility that
The foregoing list of factors is not exclusive. There may be additional risks that Artemis and Novibet do not presently know or that they currently believe are immaterial that could cause actual results to differ materially from those contained in the forward-looking statements. All information set forth herein speaks only as of the date hereof in the case of information about Artemis and Novibet or the date of such information in the case of information from persons other than Artemis and Novibet, and
No Offer or Solicitation
This press release is for informational purposes only and shall neither constitute an offer to sell nor the solicitation of an offer to buy any securities, nor a solicitation of a proxy, vote, consent or approval in any jurisdiction in connection with the Business Combination, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdictions. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Financial and Other Information
All of Novibet’s financial information presented in this press release is presented in
The financial information contained in this press release has been taken from or prepared based on unaudited historical financial statements of Novibet and its constituent businesses. The preparation and audit of these financial statements of Novibet are in process. Accordingly, such financial information and data may not be included in, may be adjusted in or may be presented differently in the Registration Statement to be filed by
This press release includes certain measures not recognized by IFRS to evaluate the performance of Novibet, (including on a forward-looking basis) such as EBITDA, Adjusted EBITDA, Gross Gaming Revenue and Net Gaming Revenue. These terms do not have any standardized meaning prescribed within IFRS and therefore may not be comparable to similar measures presented by other companies. These non-IFRS measures financial measures are not measures of financial performance prepared in accordance with IFRS and may exclude items that are significant in understanding or assessing Novibet’s financial results. Therefore, these measures should not be considered in isolation or as an alternative to net income, cash flows from operations or other measures of profitability, liquidity or performance under IFRS.
Novibet defines and calculates EBITDA as net loss before the impact of interest income or expense, income tax expense and depreciation and amortization, and Adjusted EBITDA, as further adjusted for the following items: foreign exchange gain, net impairment loss on financial and contract assets, non-recurring related party costs, and recurring related party costs not included in consolidation, as described in the reconciliation below. Novibet defines and calculates Gross Gaming Revenue as all revenues, receipts and income of any kind collected or derived directly or indirectly by Novibet arising from its online gaming products, determined in accordance with IFRS and Net Gaming Revenue as all revenues, receipts and income of any kind collected or derived directly or indirectly by Novibet arising from its online gaming products, determined in accordance with IFRS, less winnings paid to players and any player incentives.
Novibet believes these non-IFRS measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to Novibet’s financial condition and results of operations. Novibet believes that the use of these non-IFRS measures provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing Novibet's financial measures with other similar companies, many of which present similar non-IFRS financial measures to investors. These non-IFRS financial measures are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and income are excluded or included in determining these non-IFRS measures.
This press release also includes certain projections of non-IFRS financial measures. Due to the high variability and difficulty in making accurate forecasts and projections of some of the information excluded from these projected measures, together with some of the excluded information not being ascertainable or accessible, Novibet is unable to quantify certain amounts that would be required to be included in the most directly comparable IFRS financial measures without unreasonable effort. Consequently, no disclosure of estimated comparable IFRS measures is included and no reconciliation of the forward-looking non-IFRS financial measures is included.
Cautionary Note Regarding Projections and Other Financial Data
The financial projections, estimates and targets in presented in this press release are forward-looking statements that are based on assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond Artemis’s or Novibet’s control. In addition, the financial projections, estimates, and targets cover multiple years. While all financial projections, estimates and targets are necessarily speculative, Novibet and Artemis believe that the preparation of prospective financial information involves increasingly higher levels of uncertainty the further out the projection, estimate or target extends from the date of preparation. There can be no assurance that the prospective results are indicative of future performance or that actual results will not materially differ from those presented in this press release. The assumptions and estimates underlying the projected, expected or target results are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the financial projections, estimates and targets, including the factors listed under “Forward-Looking Statements” above. The inclusion of financial projections, estimates and targets should not be regarded as an indication that Novibet and Artemis, or their representatives, considered or consider the financial projections, estimates and targets to be a reliable prediction of future events.
View source version on businesswire.com: https://www.businesswire.com/news/home/20220330005807/en/
Investor Contacts:
JCIR
(212) 835-8500
novibet@jcir.com
info@artemisspac.com
Source:
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