Good day, ladies and gentlemen. Thank you for standing by. Welcome to the conference call to discuss the NeoGames offer to acquire all of the outstanding shares of Aspire Global. At this time, all participants are in listen-only mode. A question and answer session will follow the formal presentation. Please note that the conference call is being recorded today, January 18th, 2022. I will now turn the call over to Jacques Cornet with ICR. Thank you, Catherine, and good morning, everyone. Welcome to the conference call to discuss the commencement of NeoGames' offer to acquire all the outstanding shares of Aspire Global, which was announced yesterday. Before we begin our formal remarks, we need to remind everyone that the discussion today will include forward-looking statements. These forward-looking statements, including statements that include the use of words such as will, expect, anticipate, should, or other similar phrases, are based on management's current expectations and are not guarantees of future performance. These statements are subject to numerous risks and uncertainties, including the factors discussed under the caption risk factors in NeoGames' annual report, that could cause actual results to differ materially from what we expect, and therefore, you should exercise caution when interpreting and relying on them. We refer all of you to NeoGames' recent SEC filings, including the public offer announcement to shareholders of Aspire Global for more detailed discussion of the risks that could impact NeoGames' future operating results and financial condition. Please note that NeoGames posted a presentation on the Aspire Global transaction in the investor relations section of NeoGames' website at ir.neogames.com, which our team will be discussing. We urge all investors and listeners to carefully read all relevant information that we may file with the SEC. On the call today, we have Moti Malul, Chief Executive Officer, and Raviv Adler, Chief Financial Officer of NeoGames. Moti will provide an overview of the transaction, and then Raviv will walk through the financial details before we open the call to questions. With that, I'll turn the call over to Moti. Thank you, Jacques, and good morning, everyone. We are excited to discuss our offer to acquire Aspire Global. This transaction represents a major strategic step forward for us and will create what we believe is a global leader in the online lottery and gaming industry. Yesterday afternoon, we announced a tender offer for all the outstanding shares of Aspire Global for a combination of cash and stock at a total purchase price of SEK 4.3 billion, or approximately $480 million, based on Friday's NeoGames stock price, equating to an average of SEK 91 per Aspire share. Raviv will cover the financial and deal structure specifics in more detail. However, before that, I will provide an overview of the strategic merits of this transformational transaction. The key objective in combining NeoGames and Aspire is to create a global leader across the three major interactive gaming TAMS, namely iLottery, iGaming, and online sport betting. Our goal is to join our market-leading platform, proprietary technology, and scalable position as a provider of turnkey solutions within the rapidly expanding global iLottery market with Aspire's proprietary sport betting offering, its iGaming content and aggregation platform, as well as its turnkey B2B gaming solutions. By merging our platforms, strategic capabilities, and geographic positioning, we believe NeoGames will be poised to significantly increase revenue opportunities. As a pure play iLottery company, our goal has been to capitalize on the expansion of iLottery in new markets through providing complete solutions to our customers. As the industry environment evolved, we have seen an increasing convergence and expansion of lotteries into other online gaming verticals. We saw this as an opportunity to grow and diversify our product offering to our core customer base, as well as to branch out into these emerging TAMS in sports betting and gaming in a way that would synergize greatly with our existing positioning. With this in mind, we began an internal process to explore the strategic opportunities in and around our core business. As we previously shared with our investors, we identified a few key areas to potentially further solidify our leadership position within iLottery and be a better long-term strategic partner to our customers. One of these key areas is sports betting, a highly synergetic domain for lotteries globally, as well as content aggregation as lotteries expand into these online gaming verticals, which require rapid and diverse gaming content offering. In fact, we have seen this firsthand with two of our key customers, Sazka and Alberta's AGLC, where they were seeking complete services across lottery and gaming. As we began to narrow our focus, we formed an independent director committee of our board and engaged financial advisors to help us review our options to ensure that we were considering all of the possibilities. After a thoughtful and deliberate evaluation process, we decided that Aspire would be the perfect match. Several attributes convinced us that this was the right move for our shareholders. We see strategic opportunities to further accelerate and diversify growth. Aspire's online sports betting and iGaming operating expertise and experience outside of the U.S. can be a tremendous asset and help us establish a presence in the sports betting and iGaming verticals in emerging high-growth regions that are also important lottery markets, such as Latin America and Africa. Similarly, our positioning in the U.S. as a leading iLottery solutions and technology provider with platforms that are deployed and operational across lotteries and gaming in more than 12 states, could further facilitate and accelerate Aspire Global's entry into the growing U.S. market, which has been one of their long-term strategic goals. Aspire's Pariplay business is a global leader in itself in the important area of gaming content aggregation, and we think also offers substantial value as it has over 100 proprietary games and unique aggregation features with more than 3,000 games from many major suppliers. In fact, we already partnered with Pariplay in Alberta, where their content aggregation platform went live with games from their talented studio, and they anticipate adding more content partners into the future. Additionally, Aspire's recent acquisition of BtoBet as a sportsbook technology provider with complete in-house risk management and trading services offers substantial synergies with opportunities in our domain while they continue to grow their business impressively with gaming and sports betting operators. We may also add that they recently acquired a 25% stake in a proprietary bingo product and services company, which we see having potential for high complementary value to our lottery customer base, who include bingo within their core offering in quite a few global markets. We believe that combining the global reach of our two companies with a comprehensive product offering will bring efficient product development and faster new market launches. As a result, we see meaningful revenue synergies that could be realized over the medium to long term. Additionally, potentially reducing third-party costs and fees, eliminating duplicative public company costs and general and administrative costs, we believe could create certain cost synergies. Another aspect that is important to us is Aspire's commitment to continued profitable growth. They have demonstrated impressive growth rates in recent years and have been able to do so while maintaining and growing profitably. For example, for the period of 2017 to 2020, Aspire's compounded annual revenue growth in its B2B segment was 35.7% while continuing to be profitable. As many of you may know, NeoGames was initially an iLottery business unit within Aspire Global until 2014, when we decided to spin NeoGames off to enable each company to focus on their respective domains. Both companies have thrived since then, and we are excited to reunite our teams now that the markets and our companies have evolved and our goals are once again aligned. Just as the main shareholders of NeoGames supported us in our inception and growth, this same group is now supporting Aspire in the execution of this transaction. Their conviction in the future potential of the combined company speaks volumes to their commitment to the growth potential and long-term value of our platform. The combined company will be led and supported by the market-leading capabilities of two bold management teams. Having worked together successfully in the past, NeoGames and Aspire's management team benefits from a strong cultural fit, as we both have a strong focus on innovation and maintain a customer-centric approach in our respective markets and products. In order to enable each of our verticals to thrive, we intend to form a new online gaming division that will sit side by side with the online lottery division that is NeoGames today, each working towards leading their respective domains while benefiting from product and operational synergies. We are very pleased that Tsachi Maimon, Aspire's CEO, has indicated his agreement to join NeoGames' team as president upon the completion of this transaction and lead the newly formed online gaming division. With that, I'd like to turn the call over to Raviv to go over the financial details. Thank you, Moti, and good morning, everyone. As an overview, we are offering to acquire all outstanding shares of Aspire for a total purchase price of approximately SEK 4.3 billion, or approximately $480 million based on the NeoGames closing share price of $24.62 on Friday, January 14, representing an average price of 91 SEK per share. Funding of the offer is comprised of a combination of cash for 50% of Aspire shares and newly issued NeoGames shares for the balance. We're offering 111 SEK per share for the cash consideration and 0.32 shares of NeoGames for every share of Aspire for the equity consideration. This exchange ratio takes into account a NeoGames share price of $38 and an Aspire share price of 111 SEK. Related to the equity portion of the offer, the main shareholders of Aspire will in aggregate own 67% of Aspire outstanding shares, have demonstrated their conviction in the value of NeoGames by committing to accept the offer and electing to receive up to all 7.6 million newly issued shares of NeoGames, subject to the elections of the other shareholders for the portion of their Aspire shares. This commitment enables all other Aspire shareholders with the ability to select their form of consideration to receive cash payments for all of their tender shares to the extent they so desire. For your information, all numbers here reflect a conversion rate of SEK 9 to $1 dollar. Turning to the pro forma financials of the combined company, please note that the figures we have disclosed are preliminary and that we have made certain adjustments, including to historical financials, to reflect our views with respect to the combined business. For example, we have adjusted Aspire Global's revenues for the nine months ended September 30, 2021 to exclude revenues from Aspire's B2C segment that was sold last year and added estimated revenues for the same period that would have been generated from the contract to operate that segment if such contract had been entered into in January of 2021. I refer you to our investor presentation, which is available on our website and includes the adjusted financials described below and all adjustments. Aspire adjusted revenues during the nine months ended September 30, 2021 was $144.3 million, and EBITDA during this period was approximately $25.9 million. For the nine months ended September 30, 2021, the historical non-IFRS combined revenues, which includes NeoGames sharing its NeoPollard joint venture revenues, would have been approximately $206 million, and the combined adjusted EBITDA would have been approximately $51 million. In addition, when combining the impact of the expected share issuance, the adjusted earnings before taxes per share reflects accretion of 32%. You will notice from the financial information disclosed that NeoGames, which is a high-margin business, is offering to acquire a business that has reported margins lower than its own. In this respect, it is important to note that Aspire had historically structured certain parts of their business and contract such that it recognized gross revenues, which result in this margins level. Going forward, we intend to orient the business in its respective contracts closer to how NeoGames operates. If we're successful, over time, this may result in expansion of margins for the combined financials. The transaction will be funded through a combination of newly issued NeoGames shares and cash. As we mentioned already, we expect to issue 7.6 million shares to fund the equity portion of the offering. The cash portion is expected to total roughly up to $293 million. The company has entered into a fully underwritten EUR 188 million term loan, or approximately $250 million with Blackstone Credit to partially fund the cash portion of the offer. The cash portion is expected to total roughly up to $923 million. Net debt to the estimated adjusted EBITDA for the trailing twelve months at close is expected to be at or below 3.3. We believe that a strong free cash flow generation will support deleveraging, and our target is to get below three in the near term. This transaction is expected to close during the first half of 2022, subject to the tender of at least 90% of Aspire shares, which will allow us to acquire all of the shares as well as other customary closing conditions. With that, I will turn the call back to Moti for some concluding comments. Thank you, Raviv. To summarize, we view the transaction as a natural development for the progression of our company, as this transaction will enhance our scale and competitive position across all business lines. We believe this strategic combination will generate significant long-term shareholder value by synergistically capitalizing on the key strengths of our two platforms and positioning them both for expansion in new and existing markets. With that, operator, please open the line for questions. Thank you. If you would like to ask a question press the star then one key on your touch tone telephone. Our first question comes from Barry Jonas with Truist Securities. Your line is open. Great. Thanks, and congratulations, guys. Moti, are there any specific markets you would cite where you see this deal driving opportunities with lotteries over, say, the next 18-24 months that they just wouldn't see as standalone NeoGames? Yes, obviously. Well, first of all, the transaction needs to complete first. But once it completes itself, we are definitely seeing opportunities in front of us. I can share, for example, that, you know, the Brazilian market is one that is now taking first steps towards deregulation and forming lotteries in different states. We see that as a, you know, mid- to long-term market, where over there the product portfolio that is within the mandate of the newly licensed lotteries in the different states is draw games, instant games and sports betting. So that's one example. We definitely see, in fact, in other markets that we have in even in Europe, synergistic opportunities to work with the product portfolio and products that it is provided by Aspire. It is true, though, that in the U.S., we do not necessarily anticipate strong convergence of lotteries into other forms of gaming. From that respect, Aspire's business will go after the U.S. in the same way that they have been doing so far. It's highly synergetic in areas which are outside. Great. Just a follow-up from me. I'm curious, does this deal check off all of the board's M&A strategic priority list, or are there other areas you might look to pursue M&A, maybe not today, but going forward? This does not necessarily ever check all the boxes. It is definitely an important component out of what we have defined to ourselves as the landscape of opportunities that we're looking at. Yeah, there are areas that we would seek to enhance, you know, the business and depending on the region of what further can be done. You know, the guidance of all of this is, you know, what do we further need in each region around the world when we serve lotteries and how do they see that? We were very happy, by the way, towards the later part of the transaction. Of course, we did not know about this, but we were very happy that Aspire announced that they have bought a 25% stake with an option to buy the business in a bingo company. Bingo is definitely a product that is closer to the heart and nature of quite a few lotteries globally. That's another thing that ticks the box nicely with this, and we didn't anticipate that it would when we started to look at that opportunity. Simple answer is that we will continue to look for opportunities that will grow market share for us with lotteries into the future. We'll probably need to take a breath to digest, but into the future, we are going to look for additional opportunities. Great. Thank you so much, and congratulations. Thank you, Barry. Thank you. Our next question comes from Chad Beynon with Macquarie. Your line is open. Hi, good morning, Moti, Raviv. Congrats on the deal. Thanks for taking my question. Wanted to focus on Pariplay, which sounds like it has, you know, pretty strong growth on the iGaming content side. I believe it's pretty broad in terms of who their partners are outside of the United States, and I think, you know, they're continuing to get licensed in the U.S. Does that business plan to grow more in the United States? Is the goal for that to be part of other aggregation platforms where it would, you know, obviously grow with the growth of some of the vertical integrated partners? Thanks. Thank you, Chad, and good to speak to you again. Pariplay has shown a tremendous success since they were bought by Aspire a couple of years ago. The business is growing rapidly, and they were able to position themselves as really leaders in their domain. The need for content aggregation, as more and more content is out there and more and more content studios are out there, has become tremendously important in recent years. Their business for the moment, the majority of their business, of course, is not generated from the U.S., but they have very promising deals in the U.S., with Rush Street, with Caesars, with others, you know, with us in Alberta, which is not U.S., it's Canada, but definitely in the region. We actually see that business growing in the U.S. quite nicely into the future years because we think that as more iGaming states will open up, the need for content aggregation platforms and smart solutions will be an integral piece of any operation of the business. We may also use them with customers that we have in Europe and in the future also into the U.S. if we see that is needed. Definitely a strong growth part of their business. Great. Thanks. In your prepared remarks, you noted the profitability of this business, and I know there's a lot of companies in this space that are just looking for revenue growth and revenues. Since you came public, I think generating a profit and EBITDA has been a focus, and that seems to be a focus in your scouring of the market. Can you just talk a little bit about, you know, that element and how that played into this? I think you mentioned that margin improvement is part of your thesis as well. Is your focus still to, you know, generate EBITDA growth even though some of the others in the market are really just going after revenue? Thank you. The primary focus of this is of course service. Raviv, do you want to add parts, please? First, the growth in EBITDA and revenues is still our focus. We haven't changed that, both for NeoGames as well as for Aspire. The note that we've made on our commentary to the acquisition was associated with the fact, recognizing the fact that Aspire margins are lower than that are currently being generated by NeoGames. Once we conclude the transaction and reach the close phase, it's certainly our intent to dive deeper into the elements of the contracts that hopefully would allow us to preferably change the way revenues are being recognized or presented over the financials of the Aspire business to allow us to expand the margins on a go-forward basis. With that, I'll turn the call to Moti for the rest of the response. Thank you very much, guys. Appreciate it. No, thank you. That's been excellent. Thank you. Our next question comes from Jeff Stantial with Stifel. Your line is open. Hey, good morning, Moti, Raviv. Thanks for taking our questions, and congrats on getting this offer across the finish line. You know, I wanted to start on the technology stack that you're acquiring, specifically on the core platform. The growth has been impressive there, especially when you're considering the insourcing trends we're witnessing here in the U.S. You know, I was hoping you could talk to what you see as their strengths there from a technology standpoint as you look to continue expanding their B2C customer base. Yeah, absolutely. I think they have not only strong technology, but strong operations. If there's one thing that we learned in our many years in the gaming industry and in the lottery industry is that technology, and we do believe we have a great technology, is a foundation, but it's not enough. You need to know how to operate the business in order to accelerate the growth and to grow very efficiently. I think that, for example, sports betting, it wasn't enough for us to buy tech. We wanted to buy someone that has, you know, trading and risk management and would know how to make money from that business and would bring us the knowledge in this area that we were missing. We think that their strength is not only a great technology, but also operations. I think that when you split the different parts of Aspire's business, they have been able to grow each of them in parallel to one another quite substantially, both Aspire Core as well as Pariplay, which is growing tremendously. Even the first clients that they have reported already with what they were able to achieve in such a short period of time with BtoBet are definitely impressive. We think it's a combination of really good tech, but also, not least important, gaming operation knowledge that is mandatory in order to truly succeed in this environment. Perfect. Very helpful, Moti. For my follow-up, you know, with this deal, you are acquiring some legacy unregulated exposure. Just curious how you thought about that during the due diligence process, especially as it relates to your relationships with the various lotteries. Absolutely. First of all, as you can imagine, this piece of information was tremendously important for us given the nature of our business. If you look at Aspire's business, in itself, in recent years, it has gone through a constant process of reducing the sort of non-regulated or gray market opportunities that they have in their portfolio. To date, less than 20%. Actually, even out of that 19%-ish or so, on the vast majority are simply European markets that have not yet gone with the local regulations within them. It means that as those markets will transform themselves into local regulation, we will see even bigger chunks of that changing to the side of fully regulated. You know, to that we could also note the fact that obviously a part of this, the financing of this deal was done by our great new partner from Blackstone, which also had their process reviewed side by side with our review, and we felt very, very comfortable with what we have found. Perfect. Very helpful color. That's all for me. Thanks very much, and congrats again. Thank you. I'm showing no other questions in the queue. I'd like to turn the call back to management for any closing remarks. Thank you, Catherine. Thank you. I just wanna say two words, not to take too much of your time this morning. Thank you really everyone for joining us. It's a transformational deal for us. I want to stay on the personal aspect of things. This has obviously been a rollercoaster. Many people have been working on this, and I'm thankful for all of the assistance by everyone and all of this during Omicron. Getting to the finish line of a transaction where two weeks before you announce your CFO gets COVID is not so easy, and it's an effort that has been taking a lot of efforts from everyone around. I'm thankful for everyone, and thank you for listening and getting to join us this morning. Great day, everyone. Thank you. This concludes today's conference call. Thank you for participating. You may now disconnect. Everyone, have a great day.
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