International law firm CMS has advised leading online gaming group Gamesys and its majority shareholders on the entry into an agreement to sell Gamesys (other than its sports brands and games) to JPJ Group plc (“JPJ”), the UK Main Market listed online gambling group, for £250m in cash and 33.7m new shares in JPJ.
The transaction is subject to, amongst other things, JPJ shareholder approval, customary regulatory conditions and a corporate reorganisation of Gamesys.
The transaction will create a leading UK and international online gaming operator with genuine scale, combining Gamesys’ proprietary technology and branded sites, Virgin Games, Monopoly Casino and Heart Bingo in the UK and Virgin Casino in New Jersey, USA, with JPJ’s strong portfolio of bingo and casino brands, including Jackpotjoy and Starspins in the UK and Botemania in Spain. The combination also gives the enlarged group a strong platform for international growth.
The full service CMS team provided multi-jurisdictional M&A advice, involving a complex pre-sale reorganisation and demerger and the entry into a broad range of long term commercial arrangements. As part of the agreement, the shareholders of Gamesys will retain ownership of Gamesys’ “Virgin Bet” branded sports betting business and the recently acquired "Livescore" sports data and media business as well as Gamesys’ non-bingo games studio and supply business.
Gamesys and JPJ have been working in partnership for over four years, following the acquisition by JPJ of the Jackpotjoy, Starspins and Botemania brands from Gamesys in April 2015 and the related entry into a long term agreement to provide platform services and gaming content to JPJ – a deal also led by CMS.
Noel Hayden, Executive Chairman and Founder of Gamesys, commented: “We are thrilled to announce this significant deal, which has the potential to transform the online gaming market and deliver real growth for the combined business. We are grateful to the entire CMS team for their invaluable support in delivering this particularly complex transaction. The team guided us seamlessly through the various challenges, providing timely and strategic advice across multiple work streams, maintaining a good sense of humour throughout.”
Corporate Partner Rob Willis comments: "We are really pleased to have supported our longstanding client to deliver this transformational deal. Our role on this matter further cements CMS’ pre-eminence for M&A in the betting and gaming sector, and follows hot on the heels of the firm’s advice to The Rank Group plc on its announced £115m recommended takeover of Stride Gaming plc.”
The multidisciplinary CMS team was led by Rob Willis, supported by Sam Pout, Max Weaver, Nicole Gyring Nielsen, Janine Chisholm, Nathan Jest and Ian McKie (Corporate); Stephen Hignett, Robert Sartor, Jacob Gilkes and Dave Johns (Tax); Andrew Quayle and Cathy Merry (Employee Incentives); Anna Soilleux Mills, David Zeffman, Alasdair Lamb, Rebecca Platt and Matt Hanson (Commercial and Gambling Regulatory); Sarah Wright, Oscar Webb and Amanda McDowell (IP); Melanie Lane and Rachel Easter (Employment); Caroline Hobson, Ruth Derruau and Kabir Garyali (Competition) and James Pontifex (Real Estate). CMS teams across Austria and Czech Republic also provided support on the transaction, together with law firms in Jersey, Gibraltar, Spain, Malta, New Jersey and Estonia.
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