Kindred Board unanimously recommends accepting €2.6bn public offer from La Française des Jeux 

The Board of Directors at iGaming operator giant Kindred Group has unanimously recommended to shareholders to accept the public offer made by French gaming company La Fancaise des Jeux (FDJ) in a bid by the latter to take over its Swedish counterpart.

FDJ offered 130 Swedish crowns (€11.42) per share for Kindred, which corresponds to a total value of €2.6 billion, which represents a premium of 24 per cent to Kindred’s 19th January closing price. The offer is not conditional upon financing.

Following Kindred’s review of strategic alternatives last year, including the possibility of merging or selling the company, it had attracted interest from several parties.

In a statement issued by Kindred on 22nd January, the acceptance period for FDJ’s offer is expected to commence on or around 20th February 2024, and will expire on or around 19th November 2024.

The completion of the offer is conditional upon sever factors, which have been laid out by Kindred:

1. The offer being accepted to such an extent that FDJ becomes the owner of shares in Kindred representing more than 90 per cent of the total number of shares in Kindred (on a fully diluted basis), excluding any treasury shares held by Kindred;
2. The receipt of all regulatory, governmental or similar clearances, approvals and decisions that are necessary for the offer and the acquisition of Kindred in each case on terms which, in FDJ’s opinion, are acceptable;
3. No circumstances having occurred which could have a material adverse effect or could reasonably be expected to have a material adverse effect on Kindred’s financial position, prospects or operations, including Kindred’s licences and permits, revenues, results, liquidity, solidity, equity or assets;
4. Neither the offer nor the acquisition of Kindred being rendered wholly or partially impossible or significantly impeded as a result of legislation or other regulation, any decision of a court or public authority, or any similar circumstance;
5. Kindred not taking any action that is likely to prevent or frustrate the offer or impair the prerequisites for making or completing the offer;
6. Kindred’s articles of association having been amended to allow for an owner of shares, representing not less than 90 per cent of the outstanding capital of Kindred carrying voting rights, to require all the other shareholders of Kindred to transfer all of their shares in Kindred to the owner; and the terms and conditions for the SDRs having been amended in a way which allows FDJ, having become the owner of not less than 90 per cent of the total number of outstanding SDRs in Kindred, to require all other holders of SDRs to transfer all of their SDRs in Kindred to FDJ for the same price as in the offer;
7. No information made public by Kindred or disclosed by Kindred to FDJ being materially inaccurate, incomplete or misleading, and Kindred having made public all information which should have been made public by Kindred; and
8. No other party announcing an offer to acquire shares or SDRs in Kindred on terms more favourable to the shareholders of Kindred than the offer.

In its assessment of the offer, Kindred’s Board considered its 2024 full-year guidance and long-term growth prospects, as well as “the risks and uncertainties associated with executing against these prospects”.

Having considered all relevant factors, the Board believes that the terms of the offer are in line with the company’s growth prospects.

As for employees’ prospects should the deal go ahead, Kindred said that “there are currently no decisions on any material changes to Kindred’s or FDJ’s employees and management, or to the existing organisation and operations, including the terms of employments and locations of the business.

One definite change planned by FDJ however, is for Kindred to exit the Norwegian market and those other non-regulated markets with no ongoing path to regulation.

Kindred is currently headquartered in Valletta with a significant staff complement on the island.

Who is FDJ?

FDJ is currently flexing its financial capabilities. Indeed, the French lottery monopoly holder is currently ramping up expansion efforts alongside an ongoing process to digitise its core lottery and sports betting businesses.

It currently also operates the Irish National Lottery, and recently acquired horse race betting operator ZeTurf for around €175 million.

For the first nine months of 2023, FDJ reported revenue of €1.88 billion, with the share of revenue stemming from sports betting and iGaming growing by 9.3 per cent to €360 million.

The deal with Kindred, should it go through, would significantly expand its geographical footprint while also provide it with a proprietary sports betting platform.