via NewMediaWire –
Golden Matrix Group, Inc. (NASDAQ:
GMGI)(“GMGI”, “Golden Matrix” or the “Company”), a developer,
licensor and global operator of online gaming and eCommerce
platforms, systems and gaming content, and 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, today
announced that the companies have entered into an Amended and
Restated Purchase Agreement, to extend the required closing date
and to modify additional terms of the previously announced
definitive agreement, pursuant to which GMGI has agreed to acquire
the MeridianBet Group and its related companies.
Under the terms of the revised agreement, among other changes to
the consideration payable by GMGI to the sellers, the cash required
to be paid by GMGI at the closing of the transaction has been
reduced from $50 million to $30 million (with $20 million in
non-contingent cash consideration due post-closing). GMGI is
currently working to obtain the financing required to complete the
transaction and plans to file the required proxy statement to seek
shareholder approval for the acquisition, among other items, in the
third quarter of 2023. The acquisition is expected to close in the
third or fourth quarter of 2023, subject to various conditions to
closing, including GMGI raising required funding, GMGI shareholder
approval, and other items.
Mr. Anthony Brian Goodman, Chief Executive Officer of GMGI,
stated, “In consideration of the reduced cash amount required to be
paid at the closing of the transaction, the revised cash and stock
transaction now has a value of approximately $331 million, with the
stock consideration priced at $3 per share - currently an
approximate 38% premium to GMGI’s 30-day VWAP closing price (with
82,141,857 shares of common stock due at the initial closing).
MeridianBet 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 $31 million in Adjusted EBITDA for the October 31,
2023 year, and approximately $139 million in revenues, based on
MeridianBet’s year to date financial statements and financial
projections. MeridianBet’s impressive performance thus far in 2023
gives us even greater confidence in the value of this acquisition,
which is expected to bring significant benefits to GMGI from both a
financial and operational standpoint, and our management team is
confident it will drive long-term value for all our
stakeholders.”
As a Nasdaq company, GMGI has been seeking opportunities to grow
and expand in a strategic and sustainable way and the acquisition
of MeridianBet is expected to provide GMGI access to new and fast
growing regulated B2C markets in Eastern Europe, which online
gambling market, according to a 2023 report by Statista, is
expected to reach US $894.60 million in 2023, and US $1.231 billion
by 2027.
For additional information regarding the sale and purchase
agreement, the amended terms associated therewith, including a
breakdown of all of the consideration payable thereunder, please
refer to Golden Matrix’s Current Report on Form 8-K, which has been
filed today with the Securities and Exchange Commission 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 agreement for GMGI to acquire MeridianBet, 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 GMGI (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 the 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 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 GMGI to obtain
the funding required to complete such acquisition, the terms of
such funding, dilution caused thereby and/or covenants agreed to in
connection therewith; the ability to obtain approval by GMGI’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 GMGI 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 GMGI following the
closing of the Purchase Agreement; the business, economic and
political conditions in the markets in which the Purchase Agreement
Parties operate; the effect on GMGI 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 GMGI and/or its subsidiaries to obtain
additional gaming licenses; the ability of GMGI to manage growth;
GMGI’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; GMGI’s ability to maintain the listing
of its common stock on the Nasdaq Capital Market; GMGI’s
expectations for future growth, revenues, and profitability; GMGI’s
expectations regarding future plans and timing thereof; GMGI’s
reliance on its management; the fact that GMGI’s chief executive
officer has voting control over GMGI 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 GMGI’s
operations and prospects; GMGI’s ability to protect proprietary
information; the ability of GMGI to compete in its market; GMGI’s
lack of effective internal controls; dilution caused by efforts to
obtain additional financing; the effect of current and future
regulation, GMGI’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 GMGI’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 GMGI’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 GMGI’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 GMGI’s periodic and current filings with the SEC, including the
Form 10-Qs and Form 10-Ks, including, but not limited to, GMGI’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 April 30,
2023. 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 GMGI 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 GMGI’s future results. The forward-looking
statements included in this press release are made only as of the
date hereof. GMGI cannot guarantee future results, levels of
activity, performance or achievements. Accordingly, you should not
place undue reliance on these forward-looking statements. Finally,
GMGI 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 GMGI. 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.
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 therewith, 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; 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
GMGI’s Annual Report on Form 10-K for the year ended October 31,
2022, as filed with the Securities and Exchange Commission on
January 30, 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.
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.
Connect with us:
Twitter - https://twitter.com/GMGI_Group
Instagram - https://www.instagram.com/goldenmatrixgroup/
Contact: ir@goldenmatrix.com
Golden Matrix (NASDAQ:GMGI)
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