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 $156 Million in
Net Gaming Revenue and EBITDA of $20 Million in 2022 from iGaming
and OSB Operations in Four Regulated European Markets
Novibet Achieved Average New User Breakeven
in Less than Two Months in 2021
Poised to Begin Leveraging Track Record of
New Market Entry in North America by the end 2022; Entered into a
Market Access Agreement for Pennsylvania and Negotiating Market
Access Agreements for Six Additional States
Expected to Have Approximately $135 Million
of Unrestricted Cash at Closing (assuming no redemptions) as well
as Continued Positive Cash Flow from Existing Operations to Drive
Global Expansion
Novibet Pre-Transaction Enterprise Value of
$625 Million
Artemis Strategic Investment Corporation (Nasdaq: ARTE)
(“Artemis”), a publicly traded special purpose acquisition company,
and Logflex MT Holding Limited (doing business as “Novibet”), an
established and profitable technology-enabled operator, jointly
announced today that the companies entered into a definitive
agreement for a business combination, whereby Artemis will merge
into a new wholly-owned subsidiary of Novibet in a transaction
based on Novibet’s pre-transaction enterprise valuation of $625
million. Following completion of the transaction, Novibet’s
ordinary shares will be listed on the Nasdaq Stock Market. Artemis
founders and existing Novibet stakeholders will hold approximately
75% of the combined company at close.1
This press release features multimedia. View
the full release here:
https://www.businesswire.com/news/home/20220330005807/en/
Founded in 2010, Novibet currently operates iGaming and online
sports betting actively across four regulated European markets:
Greece, Ireland, Italy, and Malta. Over the last four years,
Novibet has grown gross gaming revenue at a compound annual rate of
approximately 107% for the full year ended December 31, 2021, with
EBITDA during this period increasing at a compound annual rate of
approximately 182%.
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.
________________
1 Assumes no redemptions from Artemis stockholders and $50
million of cash consideration paid to Novibet’s sole
shareholder
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:
- 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 in
Greece, Italy and Ireland, Novibet has developed a multi-phase
European expansion plan to enter Sweden, the Netherlands, Romania,
Belgium, Hungary, Germany, France and Spain via a joint venture
partnership or strategic, accretive M&A
- 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. and Canada represent an estimated $37+ billion 2026
regional TAM opportunity: Novibet has entered into market access
agreements for iGaming in Pennsylvania and is finalizing market
access agreements for six additional U.S. States, while seeking a
direct license to operate in Ontario 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 for Mexico with a land-based operator and
is seeking to enter additional Latin American markets (Peru, Chile,
Brazil, Colombia and Argentina) 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 $200 million and EBITDA to
approximately $37 million.
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 North America, aligns with our original
investment thesis and makes Novibet an ideal partner for Artemis,”
said Holly Gagnon, Chairperson and Co-Chief Executive Officer of
Artemis. “Novibet’s innovative and wholly-owned technology platform
and expansive suite of iCasino games and products have helped
establish it as a successful iGaming and sports betting operator in
the fast-growing Greece market and is helping to drive profitable
market share growth in its other markets. Over the last three
years, Novibet has consistently grown iGaming and sports betting
users while also increasing the number of bets or hands played per
user, resulting in a nearly 69% increase in the twelve-month value
of each user to $617 in 2021 when compared to 2019.
“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 George Athanasopoulos, Chief
Executive Officer of Novibet. “As we move closer to launching in
additional markets where we can leverage our product and technology
advantages, that focus will not waver. Our proposed combination
with Artemis will enable us to both accelerate growth in our
existing markets and efficiently enter newer markets. We see a
significant growth opportunity in North America as our planned
launch of operations in the U.S., Canada and Mexico will
significantly grow our TAM with our expected initial market access
agreements for seven states enabling us to reach 14% of the U.S.
population. Furthermore, with approximately $135 million of
expected unrestricted cash (assuming no redemptions) and positive
cash flow from operations, we will be well-positioned to
opportunistically pursue accretive acquisitions that can further
grow our revenue and profitability. We believe our execution on
these strategies will result in consistent cash flow growth which,
combined with our new access to the U.S. financial markets, will
help us to continue to invest in growth opportunities and drive
significant long-term shareholder value.”
Transaction Highlights
- Pro forma for the transaction, the implied enterprise valuation
is approximately $696 million (assuming no redemptions from Artemis
stockholders)
- Approximately $205 million of SPAC cash-in-trust (assuming no
redemptions from Artemis stockholders)
- 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 $50 million of its Novibet shares, subject to
there being at least $100 million of transaction proceeds after
redemptions
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, and
Malta
- 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 to 37% in 2021 from 11.5% 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
- 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),
and Mississippi (OSB); expects to launch initial operations in 2023
or 2024
- Expects to launch iGaming and OSB operations in Canada through
its own license, beginning with Ontario in Q4 2022
- Expects to launch iGaming and OSB operations in Mexico through
a partnership with a land-based operator beginning in Q3 2022
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
Oakvale Capital LLP acted as exclusive financial advisor to
Novibet. Barclays acted as exclusive financial and capital markets
advisor to Artemis. White & Case LLP acted as lead legal
advisor to Artemis and Wiggin LLP assisted with gaming regulatory
legal advice to Artemis. Harris Beach PLLC acted as lead legal
advisor to Novibet.
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 4:30 p.m. ET at
https://investor.novibet.com/ (Select Investor Relations and then
Events and Presentations). The pre-recorded presentation will be
available until March 30, 2023. The investor presentation will also
be filed with the SEC as an exhibit to a Current Report on Form
8-K.
####
About Artemis Strategic Investment Corporation
Artemis is a special purpose acquisition company formed in 2021
and listed on Nasdaq in September 2021. Artemis was formed for the
purpose of effecting a merger, share exchange, asset acquisition,
share purchase, reorganization or similar business combination with
one or more businesses. Artemis is focused on partnering with
companies in the gaming, sports and entertainment sectors as well
as the technology and services that are associated with these
verticals. Its Class A common stock, units, and warrants trade on
Nasdaq under the symbols "ARTE”, “ARTEU”, and “ARTEW”,
respectively. Artemis’ management team is led by Holly Gagnon,
Philip Kaplan, Thomas Granite and Scott Shulak who each have
decades of experience operating, advising and creating value for
the owners and investors of leading businesses and entities.
About Novibet
Novibet is an established GameTech company operating in several
countries across Europe through its headquarters in Malta, offices
in Greece and employees in Isle of Man and Italy. Licensed and
regulated by HGC, MGA, ADM, and Irish Revenue Commissioners,
Novibet is committed to delivering the best sports betting and
gaming experience to an expanding customer base. Since 2010,
Novibet has offered online sports betting and casino entertainment
in several competitive European markets.
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 Casino Management Team, Novibet delivers slots, casino
table, live-action, and many more game types across desktop,
mobile, and tablet devices.
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 Novibet PLC (“PubCo”) intend to prepare, and PubCo
intends to file with the SEC, a registration statement on Form F-4
(“Registration Statement”) which will include the proxy statement
of Artemis and the prospectus of PubCo (as amended or supplemented
from time to time, the “Proxy Statement/Prospectus”) and one or
more amendments to the Registration Statement, and, after the
Registration Statement is declared effective, Artemis will mail the
definitive Proxy Statement/Prospectus included therein to the
holders of Artemis’s common stock in connection with Artemis’s
solicitation of proxies for the vote by Artemis stockholders with
respect to the Business Combination and other matters described in
the Registration Statement. Artemis urges its stockholders and
other interested persons to read, when available, the Registration
Statement, the amendments thereto, and the documents incorporated
by reference therein, as well as other documents filed by Artemis
with the SEC in connection with the Business Combination, as these
materials will contain important information about Artemis,
Novibet, and the Business Combination. Stockholders of Artemis will
also be able to obtain copies of such documents, when available,
free of charge through the website maintained by the SEC at
www.sec.gov or by directing a written request to Artemis Strategic
Investment Corporation, 3310 East Corona Avenue, Phoenix, AZ
85040.
Participants in the Solicitation
Under SEC rules, Artemis, Novibet, PubCo, and each of their
respective officers and directors may be deemed to be participants
in the solicitation of Artemis’s stockholders in connection with
the Business Combination. Stockholders of Artemis may obtain more
detailed information regarding the names, affiliations, and
interests of Artemis’s directors and officers in Artemis’s
prospectus for its initial public offering, filed with the SEC on
October 1, 2021 (the “IPO Prospectus”) and the Registration
Statement, when available. The interests of Artemis’s directors,
officers, and others in the Business Combination may, in some
cases, be different than those of Artemis’s stockholders generally.
Information about such interests will be set forth in the
Registration Statement when it becomes available. You may obtain
free copies of these documents as described in the preceding
paragraph.
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 PubCo
and its subsidiaries; planned products and services; Novibet’s
business strategy, including Novibet’s planned launch in the United
States and the Americas; objectives of Novibet’s management for
future operations; market size and potential growth opportunities;
competitive position; expectations and timings related to
commercial launches; potential benefits of the proposed business
combination; and technological and market trends and other future
conditions.
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 PubCo may be adversely affected by other
economic, business, and/or competitive factors; (8) the impact of
the global COVID-19 pandemic; (9) the risk factors which will be
set forth under the heading “Risk Factors” in the Registration
Statement; and (10) the risks and uncertainties described in the
“Risk Factors” section of Artemis’s IPO Prospectus and Artemis’s
subsequent filings with the SEC.
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 PubCo,
Artemis and Novibet expressly disclaim any intention or obligation
to update any forward-looking statements as a result of
developments occurring after the date of this press release or to
reflect any changes in their expectations or any change in events,
conditions or circumstances on which any statement is based.
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 U.S. Dollars, except as otherwise
indicated. Novibet’s functional currency is the Euro and its
financial statements are reported in Euros. Certain amounts
reported in Euros have been converted to U.S. Dollars at the
exchange rates stated herein. Novibet’s financial statements have
been prepared in accordance with International Financial Reporting
Standards as issued by the International Accounting Standards Board
(“IFRS”). IFRS differs in certain material respects from U.S.
generally accepted accounting principles (“U.S. GAAP”) and, as
such, Novibet’s financial statements are not comparable to the
financial statements of U.S. companies prepared in accordance with
U.S. GAAP.
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 PubCo with
the SEC in connection with the Business Combination. Novibet has
not yet completed its closing procedures for the year ended
December 31, 2021. This press release contains certain estimated
preliminary financial results and key operating metrics for the
year ended December 31, 2021. This information is preliminary and
subject to change. As such, Novibet’s actual results may differ
from the estimated preliminary results presented in the exhibits
hereto and will not be finalized until Novibet completes its
period-end accounting procedures.
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: Joseph Jaffoni, Richard Land and James
Leahy JCIR (212) 835-8500 novibet@jcir.com
Thomas Granite Artemis Strategic Investment Corporation
info@artemisspac.com
Artemis Strategic Invest... (NASDAQ:ARTE)
Historical Stock Chart
From Mar 2024 to Apr 2024
Artemis Strategic Invest... (NASDAQ:ARTE)
Historical Stock Chart
From Apr 2023 to Apr 2024