GRANDSTAND Ltd 6-K, filed Feb 1, 2022
GRANDSTAND Ltd (GRSD)
About this 6-K
GRANDSTAND Ltd filed this 6-K on February 1, 2022.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of January 2022
(Commission File No. 001-40634)
Gambling.com Group Limited
(Translation of registrant’s name into English)
22 Grenville Street
St. Helier, Channel Island of Jersey
JE4 8PX
(Address of registrant’s principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ |
Form 40-F ☐ |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b) (1):
Yes ☐ |
No ☒ |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b) (7):
Yes ☐ |
No ☒ |
INCORPORATION BY REFERENCE
This Report on Form 6-K (the “Report”) shall be deemed to be incorporated by reference into the registration statement Form S-8 (File No. 333-258412) of Gambling.com Group Limited (including any prospectuses forming a part of such registration statements) and to be a part thereof from the date on which this Report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
Entry into a Material Definitive Agreement
On January 31, 2022, Gambling.com Group Limited, a limited liability company organized under the laws of the Channel Island of Jersey (the “Company” or "Gambling.com Group"), through its wholly-owned subsidiary GDC Malta Limited, a limited liability company organized under the laws of Malta (“GDC Malta”), acquired NDC Holding Limited, a private company limited by shares incorporated under the laws of the British Virgin Islands and publisher of BonusFinder.com, a performance marketing business focused on the online gambling industry in North America.
Under the terms of the share purchase agreement (the "Purchase Agreement"), Gambling.com Group paid NDC Media shareholders an aggregate purchase price of EUR 12.5 million (USD 13.92 million), of which EUR 10 million (11.14 million) was paid in cash (subject to adjustments for cash, working capital, and indebtedness, among other factors), with cash on hand and EUR 2.5 million (USD 2.86 million) in newly issued, unregistered ordinary shares. NDC Media Media shareholders may benefit from an additional payment of up to a maximum of EUR 19.0 million (USD 21.85 million) to be paid in 2023 based on their financial performance during 2022, and a further potential payment of up to EUR 28.5 (USD 32.8) million to be paid in 2024 based on their financial performance during 2023, subject to such shareholder not being a "bad actor" (as such term is defined in the Purchase Agreement) at the point in time when such a payment is due. Gambling.com Group has the option to pay up to 50% of each of the earnout payments in unregistered ordinary shares. A conversion rate of 1.1138 EUR to USD (the Central Bank reference rate on January 28, 2022) was used.
The Purchase Agreement contains representations, warranties, covenants, and indemnities of each party customary for a transaction of this nature.
The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the full text of the Purchase Agreement, which will be filed as an exhibit to the Company’s Annual Report on Form 20-F for the fiscal year ending December 31, 2021 (the "Form 20-F").The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement.
The representations and warranties and covenants set forth in the Purchase Agreement have been made only for the purposes of the Purchase Agreement and solely for the benefit of the parties to the Purchase Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purpose of allocating contractual risk between the parties to the Purchase Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. In addition, such representations and warranties were made only as of the dates specified in the Purchase Agreement. Accordingly, the Purchase Agreement will be filed with the Form 20-F only to provide investors with information regarding the terms of the Purchase Agreement and not to provide investors with any other factual information regarding the parties or their respective businesses.
On February 1, 2022, the Company issued a press release announcing the acquisition. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.
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EXHIBIT INDEX
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Exhibit
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Description
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99.1 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.
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Gambling.com Group Limited |
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(Registrant) |
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By: |
/s/ Elias Mark
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Name: |
Elias Mark |
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Title: |
Chief Financial Officer |
Date: February 1, 2022
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Exhibit 99.1
Gambling.com Group Acquires BonusFinder.com, a Leading North American Affiliate Business
Acquisition adds strong presence in Canada, supporting online gambling market penetration and growth across North America
Charlotte, NC – Gambling.com Group Limited (Nasdaq: GAMB) (“Gambling.com Group” or the “Group”), a leading provider of player acquisition services for the regulated global online gambling industry, today announced it has acquired NDC Media (“NDC Media”), publisher of BonusFinder.com (“BonusFinder”) and related assets, a high-growth, high-margin, pure-play performance marketing business focused primarily on the online gambling industry in North America.
The acquisition of BonusFinder supports Gambling.com Group’s overarching growth strategy of rapidly expanding its North American footprint and is expected to be immediately accretive. BonusFinder publishes online portals which help consumers find and compare bonuses for online sportsbooks and casinos, the same fundamental business model as Gambling.com Group. Canada is currently BonusFinder’s largest market, strategically positioning the Group for the expected expansion of the regulated online gambling market, beginning with the province of Ontario. BonusFinder also has traction in the United States, where the Group expects to be able to accelerate their growth in the coming years.
“Over the past five years, Fintan Costello and his team have developed a professional, industry-leading, performance marketing business with a customer-centric and brand-driven approach,” said Charles Gillespie, Chief Executive Officer of Gambling.com Group. “The acquisition of BonusFinder gives Gambling.com Group additional scale in the North American online gambling market. BonusFinder’s strong presence in Canada is expected to drive increased market share for the Group ahead of the anticipated Ontario online sports betting and iGaming market launch in April.”
Fintan Costello, Chairman of BonusFinder, added, “These organizations complement each other well as partners within the North American market. Gambling.com Group has demonstrated its leadership position within the online sports betting and iGaming industry, and its proprietary technologies and experience will provide BonusFinder with the tools to maximize growth in this exciting new era of North American regulation.”
Transaction Terms
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Under the terms of the purchase agreement, Gambling.com Group paid an aggregate purchase price of EUR 12.5 million (USD 13.92 million), of which EUR 10 million (USD 11.14 million) was paid in cash (subject to adjustments for cash, working capital, and indebtedness, among other factors), and EUR 2.5 million (USD 2.86 million) in newly issued, unregistered ordinary shares. The cash portion was funded with available cash on hand.
The selling shareholders may benefit from additional earnout payments based on financial performance in each of 2022 and 2023. According to the Group’s forecast, the total consideration, including purchase price paid at close and both earnout payments, is expected to be approximately EUR 41 million (USD 47 million). This total consideration implies a multiple of under 3.5 times expected 2023 Revenue.
The maximum total consideration is up to EUR 60 million (USD 69 million), consisting of EUR 12.5 million (USD 13.92 million) already paid at close and an earnout payment of up to EUR 19 million (USD 21.85 million) payable in 2023 as well as an additional earnout payment of up to EUR 28.5 million (USD 32.8 million) payable in 2024. Gambling.com Group has the option to pay up to 50% of each of the earnout payments in unregistered ordinary shares at its sole discretion.
The acquisition closed on January 31st, 2022 and will be consolidated into the Group Financial Statements from February 1st, 2022.
“We believe that the combination of these two complementary businesses is immediately accretive to our fiscal 2022 earnings and establishes a foundation for a leadership position in North America which will drive value creation for our shareholders,” said Gillespie. “We believe the deal structure provides an attractive risk/reward balance for the Group. The total consideration for the transaction will vary commensurately with the financial performance of the acquired business, guaranteeing an attractive acquisition multiple for the Group and tightly aligning the financial incentives of the newly combined businesses.”
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For further information, please contact:
Media: Jennifer Arapoff, Gambling.com Group, media@gdcgroup.com
Investors: Ross Collins, Alpha-IR Group, investors@gdcgroup.com
About Gambling.com Group
Gambling.com Group Limited (Nasdaq: GAMB) is a multi-award-winning performance marketing company and a leading provider of digital marketing services active exclusively in the online gambling industry. The Group operates from offices in Ireland, the United States, and Malta. Through its proprietary technology platform, the Group publishes a portfolio of premier branded websites including Gambling.com and Bookies.com. Founded in 2006, the Group owns and operates more than 30 websites in six languages across 13 national markets covering all aspects of the online gambling industry, which includes iGaming and sports betting.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act, Section 21E of the Exchange Act and the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, that relate to our current expectations and views of future events. All statements other than statements of historical facts contained in this press release,
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including statements relating to whether the acquisition of NDC Media is immediately accretive, the expected expansion of the regulated online gambling market in Canada, beginning with the province of Ontario, whether the Group can accelerate growth in the United States, the potential to drive increased market share ahead of the anticipated Ontario online sports betting and iGaming market launch later this year, whether NDC’s market share in the U.S. grows, the amounts that may be paid to NDC’s shareholders in connection with the earnout, whether the acquisition of NDC Media is immediately accretive to 2022 earnings, and the amount of revenue generated by BonusFinder.com in 2022 and the Adjusted EBITDA margins. These statements represent our opinions, expectations, beliefs, intentions, estimates or strategies regarding the future, which may not be realized. In some cases, you can identify forward-looking statements by terms such as “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “expect,” “predict,” “potential,” “could,” “will,” “would,” “ongoing,” “future” or the negative of these terms or other similar expressions that are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements are based largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives and financial needs. These forward-looking statements involve known and unknown risks, uncertainties, contingencies, changes in circumstances that are difficult to predict and other important factors that may cause our actual results, performance or achievements to be materially and/or significantly different from any future results, performance or achievements expressed or implied by the forward-looking statement. Important factors that could cause actual results to differ materially from our expectations are discussed under the caption “Risk Factors” in Gambling.com Group’s prospectus pursuant to Rule 424(b) filed with the US Securities and Exchange Commission (“SEC”) on July 23, 2021, and Gambling.com Group’s other filings with the SEC as such factors may be updated from time to time. Any forward-looking statements contained in this press release speak only as of the date hereof and accordingly undue reliance should not be placed on such statements. Gambling.com Group disclaims any obligation or undertaking to update or revise any forward-looking statements contained in this press release, whether as a result of new information, future events or otherwise, other than to the extent required by applicable law.
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