via NewMediaWire –
Golden Matrix Group, Inc. (NASDAQ:
GMGI)(“GMGI”, “Golden Matrix” and the “Company”), a developer,
licensor and global operator of online gaming and eCommerce
platforms, systems and gaming content, today provided a corporate
update on its pending acquisition of MeridianBet Group, one of
Southeast Europe’s leading business-to-consumer (B2C) sports
betting and gaming groups, with headquarters in Malta, operating in
multiple markets across Europe, Africa and Latin America.
As previously reported, on September 27, 2023, the Company and
the owners of MeridianBet entered into a First Amendment to Amended
and Restated Purchase Agreement, pursuant to which GMGI had agreed
to acquire the MeridianBet Group and its related companies. Among
the various amendments to the prior agreement as set forth in the
1st amendment (as described in greater detail in the Current Report
on Form 8-K filed by the Company with the Securities and Exchange
Commission on September 28, 2023), the prior agreement was amended:
1) to extend the required closing date thereof; and 2) to modify
financial closing terms of the previously announced definitive
agreement.
The modification to the financial closing terms allows for the
use of up to $20 million of cash-on-hand of MeridianBet Group to
pay a portion of the $30 million cash payable by Golden Matrix at
the closing of the transaction, to the extent approved in the sole
discretion of the sellers.
Subsequently, on September 29, 2023, Golden Matrix filed a
Current Report on Form 8-K, disclosing excerpts from certain
presentations used by GMGI in connection with the funding sought by
Golden Matrix to close the transaction.
“These recent filings reinforce the importance of this strategic
acquisition, and demonstrate both companies’ willingness and
ability to close the transaction,” said GMGI CEO, Anthony Brian
Goodman, who continued, “The amendment allowing GMGI and the
sellers to use up to $20 million of the MeridianBet Group’s
cash-on-hand at closing (subject to the sole discretion of the
sellers), not only provides the Company with potential greater
flexibility on financing, but we believe also demonstrates the
sellers’ confidence in the value of creating a combined entity
capable of being greater than the sum of its parts.”
Mr. Goodman noted that the MeridianBet Group has increased its
year-to-date revenues considerably against last year’s revenues;
and the proforma performance of the combined company, following the
acquisition, is now projected to be approximately $132 million in
revenues and $27 million in Adjusted EBITDA, for the October 31,
2023 fiscal year.
“Both MeridianBet Group CEO, Zoran Milosevic, and I are
confident that the completion of this acquisition will drive
long-term value for all our stakeholders as we seek to benefit from
economies of scale and both companies’ historical revenue and
profit growth. We are also working closely with our bankers in an
effort to raise the most beneficial financing available for the
transaction,” concluded Mr. Goodman.
Golden Matrix expects to file the required proxy statement
requesting shareholder approval for the issuance of the shares of
common stock issuable in connection with the transaction, and other
matters, with the SEC for shareholder approval very soon.
The acquisition is expected to close in the fourth quarter of
2023 or first quarter of 2024, subject to customary conditions to
closing including, but not limited to GMGI shareholder approval,
and Nasdaq approval, to the extent required, and other items.
For additional information regarding the purchase agreement, as
amended, and the terms of the 1st amendment, including a breakdown
of all of the consideration payable thereunder, please refer to
Golden Matrix’s Current Report on Form 8-K, which was filed with
the Securities and Exchange Commission on September 28, 2023 and is
available at www.sec.gov
About MeridianBet Group
Founded in 2001, the MeridianBet Group is a well-established
online sports betting and gaming group, licensed and currently
operating in 15 jurisdictions across Europe, Africa and South
America. The MeridianBet Group’s successful business model utilizes
proprietary technology and scalable systems, thus allowing it to
operate in multiple countries and currencies and with an
omni-channel approach to markets, including retail, desktop online
and mobile. For more information, visit
https://ir.meridianbet.com.
About Golden Matrix
Golden Matrix Group, Inc., based in Las Vegas NV, is an
established business-to-business (B2B) and B2C gaming technology
company operating across multiple international markets. The B2B
division of Golden Matrix develops and licenses proprietary gaming
platforms for its extensive list of clients and RKings, its B2C
division, operates a high-volume eCommerce site enabling end users
to enter paid-for competitions on its proprietary platform in
authorized markets. The Company also owns and operates MEXPLAY, a
regulated online casino in Mexico.
Our sophisticated software automatically declines any gaming or
redemption requests from within the United States, in strict
compliance with current US law.
Forward-Looking Statements
Certain statements made in this press release contain
forward-looking information within the meaning of applicable
securities laws, including within the meaning of the Private
Securities Litigation Reform Act of 1995 (“forward-looking
statements”). Words such as “strategy,” “expects,” “continues,”
“plans,” “anticipates,” “believes,” “would,” “will,” “estimates,”
“intends,” “projects,” “goals,” “targets” and other words of
similar meaning are intended to identify forward-looking statements
but are not the exclusive means of identifying these
statements.
Important factors that may cause actual results and outcomes to
differ materially from those contained in such forward-looking
statements include, without limitation, the ability of the parties
to close the MeridianBet Purchase Agreement, as amended (the
“Purchase Agreement”) on the terms set forth in, and pursuant to
the required timing set forth in, the Purchase Agreement, if at
all; the occurrence of any event, change or other circumstances
that could give rise to the right of one or all of the shareholders
of MeridianBet Group or the Company (collectively, the “Purchase
Agreement Parties”) to terminate the Purchase Agreement; the effect
of such termination, including breakup and other fees potentially
payable in connection therewith; the outcome of any legal
proceedings that may be instituted against Purchase Agreement
Parties or their respective directors or officers; the ability to
obtain regulatory and other approvals and meet other closing
conditions to the Purchase Agreement on a timely basis or at all,
including the risk that regulatory and other approvals (including
the approval of Nasdaq, where applicable) required for the Purchase
Agreement are not obtained on a timely basis or at all, or are
obtained subject to conditions that are not anticipated or the
expected benefits of the transaction; the ability of the Company to
obtain the funding required to complete such acquisition, if any,
the terms of such funding, potential dilution caused thereby and/or
covenants agreed to in connection therewith; the fact that the
sellers have the sole right to approve the funding required to be
obtained in connection with the acquisition and the terms thereof,
and also have the sole right to determine whether any portion of
the MeridianBet Group’s cash on hand at closing may be used to pay
a portion of the purchase price payable by Golden Matrix at the
closing, which approvals they may not provide and/or may condition
on other events; the ability to obtain approval by the Company’s
shareholders on the expected schedule of the transactions
contemplated by the Purchase Agreement; potential adverse reactions
or changes to business relationships resulting from the
announcement or completion of the Purchase Agreement; the ability
of the Company to retain and hire key personnel; the diversion of
management’s attention from ongoing business operations; the
expected synergistic relationships and cost savings from the
transactions contemplated by the Purchase Agreement; uncertainty as
to the long-term value of the common stock of the Company following
the closing of the Purchase Agreement; the business, economic and
political conditions in the markets in which the Purchase Agreement
Parties operate; the impact of the Company; the effect on the
Company and its operations of the ongoing Ukraine/Russia conflict,
increased interest rates, recessions and increased inflation; the
need for additional financing, the terms of such financing and the
availability of such financing; the ability of the Company and/or
its subsidiaries to obtain additional gaming licenses; the ability
of the Company to manage growth; the Company’s ability to complete
acquisitions and the available funding for such acquisitions;
disruptions caused by acquisitions; dilution caused by fund
raising, the conversion of outstanding preferred stock and/or
acquisitions; the Company’s ability to maintain the listing of its
common stock on the Nasdaq Capital Market (both before the closing
and after the closing); the Company’s expectations for future
growth, revenues, and profitability; the Company’s expectations
regarding future plans and timing thereof; the Company’s reliance
on its management; the fact that the Company’s chief executive
officer has voting control over the Company and the fact that the
sellers will obtain voting control over the Company following the
completion of the acquisition of MeridianBet; related party
relationships; the potential effect of economic downturns,
recessions, increases in interest rates and inflation, and market
conditions, decreases in discretionary spending and therefore
demand for our products and services, and increases in the cost of
capital, related thereto, among other affects thereof, on the
Company’s operations and prospects; the Company’s ability to
protect proprietary information; the ability of the Company to
compete in its market; the Company’s internal controls; dilution
caused by efforts to obtain additional financing; the effect of
current and future regulation, the Company’s ability to comply with
regulations and potential penalties in the event it fails to comply
with such regulations and changes in the enforcement and
interpretation of existing laws and regulations and the adoption of
new laws and regulations that may unfavorably impact our business;
the risks associated with gaming fraud, user cheating and
cyber-attacks; risks associated with systems failures and failures
of technology and infrastructure on which the Company’s programs
rely; foreign exchange and currency risks; the outcome of
contingencies, including legal proceedings in the normal course of
business; the ability to compete against existing and new
competitors; the ability to manage expenses associated with sales
and marketing and necessary general and administrative and
technology investments; and general consumer sentiment and economic
conditions that may affect levels of discretionary customer
purchases of the Company’s products, including potential recessions
and global economic slowdowns. Although we believe that our plans,
intentions and expectations reflected in or suggested by the
forward-looking statements we make in this release are reasonable,
we provide no assurance that these plans, intentions or
expectations will be achieved.
Other important factors that may cause actual results and
outcomes to differ materially from those contained in the
forward-looking statements included in this communication are
described in the Company’s publicly filed reports, including, but
not limited to, under the “Special Note Regarding Forward-Looking
Statements,” “Risk Factors” and “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” sections
of the Company’s periodic and current filings with the Securities
and Exchange Commission (SEC), including the Form 10-Qs and Form
10-Ks, including, but not limited to, the Company’s Annual Report
on Form 10-K for the year ended October 31, 2022 and its Quarterly
Report on Form 10-Q for the quarter ended July 31, 2023, and future
periodic reports on Form 10-K and Form 10-Q. These reports are
available at www.sec.gov.
The Company cautions that the foregoing list of important
factors is not complete, and does not undertake to update any
forward-looking statements except as required by applicable law.
All subsequent written and oral forward-looking statements
attributable to the Company or any person acting on behalf of any
Purchase Agreement Parties are expressly qualified in their
entirety by the cautionary statements referenced above. Other
unknown or unpredictable factors also could have material adverse
effects on the Company’s future results. The forward-looking
statements included in this press release are made only as of the
date hereof. The Company cannot guarantee future results, levels of
activity, performance or achievements. Accordingly, you should not
place undue reliance on these forward-looking statements. Finally,
the Company undertakes no obligation to update these statements
after the date of this release, except as required by law, and
takes no obligation to update or correct information prepared by
third parties that is not paid for by the Company. If we update one
or more forward-looking statements, no inference should be drawn
that we will make additional updates with respect to those or other
forward-looking statements.
Projections
The financial projections (the “Projections”) included herein
were prepared by GMGI in good faith using assumptions believed to
be reasonable. A significant number of assumptions about the
operations of the business of GMGI were based, in part, on
economic, competitive, and general business conditions prevailing
at the time the Projections were developed. Any future changes in
these conditions, may materially impact the ability of GMGI to
achieve the financial results set forth in the Projections. The
Projections are based on numerous assumptions, including
realization of the operating strategy of GMGI; industry
performance; no material adverse changes in applicable legislation
or regulations, or the administration thereof, or generally
accepted accounting principles; general business and economic
conditions; competition; retention of key management and other key
employees; absence of material contingent or unliquidated
litigation, indemnity, or other claims; and other matters, many of
which will be beyond the control of GMGI, and some or all of which
may not materialize. Additionally, to the extent that the
assumptions inherent in the Projections are based upon future
business decisions and objectives, they are subject to change.
Although the Projections are presented with numerical specificity
and are based on reasonable expectations developed by GMGI’s
management, the assumptions and estimates underlying the
Projections are subject to significant business, economic, and
competitive uncertainties and contingencies, many of which will be
beyond the control of GMGI. Accordingly, the Projections are only
estimates and are necessarily speculative in nature. It is expected
that some or all of the assumptions in the Projections will not be
realized and that actual results will vary from the Projections.
Such variations may be material and may increase over time. In
light of the foregoing, readers are cautioned not to place undue
reliance on the Projections. The projected financial information
contained herein should not be regarded as a representation or
warranty by GMGI, its management, advisors, or any other person
that the Projections can or will be achieved. GMGI cautions that
the Projections are speculative in nature and based upon subjective
decisions and assumptions. As a result, the Projections should not
be relied on as necessarily predictive of actual future events.
The Projections include certain measures not prepared in
accordance with generally accepted accounting principles in the
United States (GAAP). Specifically, the Projections include an
estimate of combined company Adjusted EBITDA, which is defined as
net income before interest, taxes, depreciation, amortization and
stock-based compensation. Such Non-GAAP financial measure has not
been reconciled to the comparable GAAP financial measure because
the reconciliation could not be performed without unreasonable
efforts. Specifically, the GAAP measures are not accessible on a
forward-looking basis because we are currently unable to predict
with a reasonable degree of certainty the type and extent of
certain items that would be expected to impact the GAAP measures
for the combined company. The unavailable information could have a
significant impact on our GAAP financial results.
Additional Information and Where to Find It
This communication does not constitute a solicitation of any
vote, proxy or approval in connection with the Purchase Agreement
or related transactions. In connection with the transactions
contemplated by the Purchase Agreement, GMGI plans to file with the
Securities and Exchange Commission (SEC) a proxy statement to seek
shareholder approval for the Purchase Agreement and the issuance of
shares of common stock in connection with the Purchase Agreement
and certain other matters, which, when finalized, will be sent to
the shareholders of GMGI seeking their approval of the respective
transaction-related proposals, as well as other documents regarding
the proposed transactions. This communication is not a substitute
for any proxy statement or other document GMGI may file with the
SEC in connection with the proposed transaction. INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT, AS WELL AS
ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS AND ANY OTHER
RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION
WITH THE TRANSACTIONS CONTEMPLATED BY THE PURCHASE AGREEMENT, WHEN
THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT GMGI AND THE PURCHASE AGREEMENT AND THE PROPOSED
PURCHASE TRANSACTION.
Investors and security holders may obtain copies of these
documents free of charge through the website maintained by the SEC
at www.sec.gov or from GMGI at its website,
https://goldenmatrix.com/investors-overview/. Documents filed with
the SEC by GMGI will be available free of charge on the
“Investors,” “SEC Filings” page of our website at
https://goldenmatrix.com/investors-overview/sec-filings/ or,
alternatively, by directing a request by mail, email or telephone
to GMGI at 3651 Lindell Road, Suite D131, Las Vegas, NV 89103;
ir@goldenmatrix.com, or (702) 318-7548, respectively.
Participants in the Solicitation
The Company and certain of its respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from the respective shareholders of GMGI in
respect of the transactions contemplated by the Purchase Agreement
under the rules of the SEC. Information about GMGI’s directors and
executive officers and their ownership of GMGI is available in the
Company’s Definitive Proxy Statement on Schedule 14A filed with the
SEC on August 22, 2023.
The sellers, MeridianBet Group, and their respective directors,
managers, and executive officers may also be deemed to be
participants in the solicitation of proxies from GMGI’s
shareholders in connection with the Purchase Agreement. A list of
the names of such parties and information regarding their interests
in the Purchase Agreement will be included in the proxy statement
for the Purchase Agreement when available.
Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in
the proxy statement and other relevant materials to be filed with
the SEC regarding the Purchase Agreement when they become
available. Investors should read the proxy statement carefully when
it becomes available before making any voting or investment
decisions. You may obtain free copies of these documents from GMGI
using the sources indicated above.
No Offer or Solicitation
This communication is for informational purposes only and is not
intended to and shall not constitute a proxy statement or the
solicitation of a proxy, consent or authorization with respect to
any securities or in respect of the Purchase Agreement and is not
intended to and shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy or subscribe for any securities or a solicitation of any vote
of approval, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction.
Connect with us:Twitter -
https://https://twitter.com/GMGI_OfficialInstagram -
https://www.instagram.com/goldenmatrixgroup/Golden Matrix
GroupContact: ir@goldenmatrix.com
Golden Matrix (NASDAQ:GMGI)
Historical Stock Chart
From Apr 2024 to May 2024
Golden Matrix (NASDAQ:GMGI)
Historical Stock Chart
From May 2023 to May 2024