As previously communicated in press release dated 15 June 2022 and in the last quarterly report published 11 August 2022, Acroud AB (publ) (“Acroud” or the “Company”) has today entered into a purchase agreement (the “Transaction”) to acquire 60% shares in an Affiliation and Media company, Acroud Media Ltd (the “Target Company”) for a total consideration of approximately GBP 5.1 million. The acquisition comprises of affiliation assets and technology within the iGaming Market and is expected to contribute over EUR 9 million to the Company’s revenues and over EUR 4 million to the Company’s EBITDA annually.
The Transaction in brief
The deal will support Acroud's expansion into the Sports Betting space, adding significant recurring (Revenue Share) sportsbook revenue from some of the world's most prominent Sports Book providers. The Transaction is expected to contribute over EUR 9 million to the total Group revenue, of which 80-85% coming from Revenue Share deals. Additionally, the Transaction will guarantee the delivery of a high number of NDCs (New Depositing Customers), expecting to more than double the Group's current NDC intake numbers.
The Transaction aligns with Acroud's strategic agenda of creating a lower volatility profile with more stable revenue generation and profitability. It will further solidify the Company's efforts to develop a low-risk, high-growth business as the acquired assets leverage IMBC (Intelligent Media Buying Capabilities) rather than being dependent on SEO algorithms.
"This acquisition is another piece of our puzzle to establish Acroud as a diverse player in the Advertisement and Affiliation space based on intelligent solutions. It will blend very well into our existing product portfolio, and with the new bond in place, the Company is entering a new period of growth." said Robert Andersson, CEO and President of Acroud.
The purchase will see the Company investing GBP 1 million in shares and GBP4.1 million in cash, payable over the course of 18 months. The cash payment is expected to be financed via Acroud's existing cash and future operational cash inflow. Acroud also has a call option to acquire the remaining 40% of the business in 2028. The call option is based on financial performance for 12 months ending 30 September 2028 with an EBITDA multiple of 5.5x. If the call option is exercised, the acquisition will be settled in cash from existing reserves (40%) and via own shares (60%).
The Transaction is not subject to any other conditions and is completed as of 13 October 2022.
Purchase Price and Closing of Transaction
The consideration for 60 percent of the shares in the Target Company on a cash- and debt- free basis amounts to GBP 5.1 million and is payable as follows:
- GBP 3.0 million at closing, payable GBP 2.0 million in cash and GBP 1 million in Acroud shares, based on the Volume Weighted Average Price on Nasdaq First North Growth Market for the 20 consecutive trading days preceding the announcement (excluding today’s trading), converted to GBP using the exchange rate as determined by Riksbanken on the date 5 business days prior to the date on which consideration shares are issued. Consideration shares are to be issued within 20 days from closing and 100 percent of the Consideration Shares will be subject to a two year lock-up from today's date.;
- GBP 2.1 million in cash over a period of 18months;
- No additional consideration is payable.
This information constitutes inside information that Acroud AB (publ) is required to disclose under the EU Market Abuse Regulation 596/2014. The information in this press release has been published through the agency of the contact persons below, at the time specified by Acroud AB’s (publ) news distributor Cision for publication of this press release. The persons below may also be contacted for further information.
For further information, please contact:
Robert Andersson, President and CEO
+356 9999 8017
Roderick Attard, CFO
From August 2021 (Q221 Report) report Acroud has changed reporting and company language to English. When press releases are issued in both English and Swedish, the English version will supersede the Swedish version.
About ACROUD AB
ACROUD is a fast-moving challenger in the space of iGaming Affiliation and B2B SaaS Solutions. Along with its core affiliate business, which contains 30+ comparison and news sites under strong digital brands in multiple verticals, Acroud develops and offers SaaS (Software as a Service) solutions within the affiliate industry. The company also provides streaming services and runs the innovative gaming event – The Festival Series. Following a number of mergers in 2020 and 2021, many talented industry experts have joined Acroud's journey, leading the organization towards a Software-Based Affiliation company. Driven by the sustainable growth and profitability of our partners, our mission is to connect People, Content Creators (Youtubers, Streamers, Affiliates) and Businesses. Acroud has been listed on the Nasdaq First North Growth Market under the ticker symbol ACROUD since June 2018. The appointed Certified Adviser is FNCA Sweden AB, [email protected], +46 8 528 00 399.