INSPIRED ENTERTAINMENT, INC. (NASDAQ:INSE) Files An 8-K Entry into a Material Definitive Agreement
Share Purchase Agreement
On June 11, 2019, Inspired Entertainment, Inc., a Delaware corporation (“Inspired”), announced that Inspired Gaming (UK) Limited, a private limited liability company incorporated under the laws of England and Wales and an indirect wholly-owned subsidiary of Inspired (the “Buyer”), had entered into a Share Purchase Agreement (the “SPA”) with Novomatic UK Ltd., a private limited liability company incorporated under the laws of England and Wales (the “Seller”), to which the Buyer agreed to purchase from the Seller (i) all of the outstanding equity interests of each of (a) Astra Games Ltd., a private limited liability company incorporated under the laws of England and Wales (“Astra”), (b) Bell-Fruit Group Limited, a private limited liability company incorporated under the laws of England and Wales, (c) Gamestec Leisure Limited, a private limited liability company incorporated under the laws of England and Wales, (d) Harlequin Gaming Limited, a private limited liability company incorporated under the laws of England and Wales, and (e) Playnation Limited, a private limited liability company incorporated under the laws of England and Wales, and (ii) 60% of the outstanding equity interests of Innov8 Gaming Limited, a private limited liability company incorporated under the laws of England and Wales (the entities described in clauses (i) and (ii), together with certain of their subsidiaries, the “Acquired Companies” and the transactions contemplated by the SPA, the “Acquisition”). The Acquired Companies comprise the Seller’s Gaming Technology Group.
to the terms of the SPA, the Buyer will pay to the Seller a base purchase price of €106,185,293 in cash, subject to customary purchase price adjustments related to the Acquired Companies’ cash, debt, net working capital and transaction expenses.
Consummation of the Acquisition is subject to the satisfaction of certain closing conditions, including, among others: (i) no event or circumstance (or combination thereof) occurring (a) on or after the date of the SPA or (b) before the date of the SPA and which would have constituted a breach of certain of Seller’s representations and warranties but which the Buyer was not aware of, which (in each case) is, or is reasonably likely to be materially adverse (i.e., being of a value of at least 20% of the Acquired Companies’ 2018 revenue after taking into account certain adjustments) to the business, operations, assets, liabilities or financial condition, results or prospects of the Acquired Companies and their subsidiaries taken as a whole, taking into account only events or circumstances to the extent that they have a disproportionate effect on the Acquired Companies and their subsidiaries compared to other participants in the industries in which the Acquired Companies operate (a “material adverse change”) and (ii) the occurrence of any of the following by March 11, 2020: confirmation from the UK Competition and Markets Authority (the “CMA”) that it does not intend to launch a merger inquiry where the CMA does launch a Phase 1 merger inquiry, determination by the CMA that it is not under a duty to refer the Acquisition to an in-depth investigation (a “Phase 2 Reference”); the Buyer receiving confirmation there will not be a Phase 2 Reference following acceptance by the CMA of undertakings proposed by the Buyer; or where the CMA launches a Phase 2 reference, the Buyer receiving written confirmation from the CMA that the Acquisition is not expected to result in a substantial lessening of competition (the “Competition Condition”).
The SPA contains customary representations and warranties and covenants of the Seller regarding it and the Acquired Companies. From the date of the SPA until the closing of the Acquisition, the Seller is required to operate the Acquired Companies’ business in the ordinary course and to comply with certain covenants regarding the operation of the business. The Buyer and the Seller have also agreed not to solicit each other’s employees or encourage any employee of the other company to terminate their employment with such company for 12 months following the closing of the Acquisition.
The SPA will automatically terminate (i) in the event of a material adverse change or (ii) if the Competition Condition has not been satisfied by March 11, 2020.
At or prior to the closing of the Acquisition, Astra will transfer to Novomatic Gaming UK Limited, a private limited liability company incorporated under the laws of England and Wales and a wholly-owned subsidiary of the Seller (the “Seller Sub”), assets to the extent related to its casino operations. In addition, the SPA contemplates the execution of certain ancillary agreements, including:
|Commitment Letter, dated June 11, 2019, by and among Gaming Acquisitions Limited, Nomura International plc and Macquarie Corporate Holdings Pty Limited (UK Branch).|
|99.1||Press release, dated June 11, 2019.|
|*||Schedules have been omitted to Item 601(b)(2)(ii) of Regulation S-K. A copy of any omitted schedule will be furnished supplementally to the Securities and Exchange Commission upon request.|
Inspired Entertainment, Inc. Exhibit
EX-2.1 2 f8k061119ex2-1_inspired.htm SHARE PURCHASE AGREEMENT,…
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About INSPIRED ENTERTAINMENT, INC. (NASDAQ:INSE)
Inspired Entertainment, Inc., formerly Hydra Industries Acquisition Corp., is a global games technology company. The Company is engaged in developing and operating digital games and networks. The Company is engaged in supplying Virtual Sports, Mobile Gaming and Server-Based Gaming (SBG) systems with associated terminals and digital content to regulated betting, gaming and lottery operators around the world. The Company operates through two segments: Server Based Gaming and Virtual Sports. The Company operates approximately 25,000 digital gaming terminals and supplies its Virtual Sports products in over 35,000 venues and on approximately 100 Websites in over 30 countries. The Company provides digital gaming solutions on its network that accommodates a range of devices, including land-based gaming machine products, mobile devices, such as smartphones and tablets, as well as personal computer (PC) and social applications.