FDJ Launches All-Cash Tender Offer for Kindred to Create European Gaming Champion

FDJ Launches All-Cash Tender Offer for Kindred to Create European Gaming Champion

In a bold strategic move that promises to reshape the landscape of the gaming industry, FDJ has unveiled its all-cash tender offer to acquire the entirety of Kindred, one of Europe’s foremost online betting and gaming giants.

This groundbreaking deal is poised to create a European gaming juggernaut, sending ripples of anticipation across the sector.

A Transformative Union: FDJ and Kindred Join Forces to Redefine Gaming

In a strategic maneuver that aims to propel it onto the international gaming stage, FDJ has announced a pivotal moment in its journey—an all-cash tender offer to acquire the entire share capital of Kindred, a prominent player listed on Nasdaq Stockholm. This ambitious endeavor, backed unanimously by Kindred’s Board of Directors, marks a significant step forward in FDJ’s quest to expand its global footprint and diversify its portfolio.

Kindred, a dominant figure in the European online betting and gaming sphere, boasts a diversified online offering encompassing sports and horse-race betting, poker, and casinos. Renowned for brands like Unibet and 32Red, Kindred has not only demonstrated its digital expertise and proven technology platforms but has also achieved remarkable financial success, with revenue (after betting duties) of £893 million in 2023. Operating in seven of the top ten European markets, Kindred is a key player in Western Europe’s gaming landscape.

The all-cash tender offer, pitched at SEK 130 per share in Kindred, reflects FDJ’s commitment to the deal. This price represents a premium of 24% over the closing price on 19 January 2024 and a 35% premium over the weighted average price for the last 30 trading days. Consequently, it corresponds to an impressive enterprise value of €2.6 billion, underlining the magnitude of this transaction.

The significance of this acquisition lies not only in its financial implications but also in the strategic advantages it brings. The union of FDJ and Kindred is set to create a digitalized European powerhouse, characterized by a diversified offering and an extended geographic footprint. The international presence of the FDJ Group will surge to approximately 20% of its gross gaming revenue (GGR), up from the current 6%. Furthermore, the online share of GGR will rise exponentially, from 14% for FDJ to a formidable 29% for the combined Group.

The robust technological capabilities and digital expertise of Kindred will accelerate FDJ’s digital transformation across online markets. The combined Group is poised to offer an extensive gaming range, encompassing online sports and horse-race betting, online poker, and online casinos. The significance of this expansion is underscored by the fact that online betting and gaming markets open to competition will constitute 19% of the new Group’s GGR, compared to a meager 2% at present.

Crucially, both FDJ and Kindred share unwavering commitments to responsible gaming and sustainable development. The consolidated Group will focus exclusively on operating in locally regulated markets or those in the process of regulation, affirming their dedication to ethical gaming practices.

From a financial standpoint, this acquisition strengthens the FDJ Group’s profile significantly. Kindred’s robust performance in 2023, generating revenue of £893 million and an EBITDA of £205 million, is indicative of its financial prowess. With a targeted EBITDA for 2024 exceeding £250 million, the combined Group is poised for accelerated growth in revenues and free cash flow.

To finance this monumental acquisition, FDJ will leverage a significant portion of its available cash and secure a bridge loan from leading French banks. With a clear focus on financial stability, FDJ aims to achieve a mid-term net debt to recurring EBITDA ratio of ≤2x.

This transformative acquisition is set to deliver tangible benefits for FDJ shareholders, with a more than 10% accretion in dividend per share commencing from the 2025 financial year, payable in 2026. This financial consolidation, combined with the Group’s enhanced scale, iconic brands, and proven technology platforms, positions FDJ as a prominent player in the gaming arena, poised for substantial growth and value creation.

The endorsement of the tender offer by both Boards of Directors is a testament to the strategic alignment and shared vision of FDJ and Kindred. The offer price of SEK 130 per share, representing an enterprise value of €2.6 billion, has garnered the unanimous support of Kindred’s Board of Directors. Furthermore, FDJ has secured irrevocable agreements from five Kindred shareholders, holding 27.9% of the capital, who have committed to tender their shares.

The all-cash tender offer, scheduled to launch on 19 February 2024, carries a maximum duration of nine months, subject to regulatory authorizations and the acquisition of at least 90% of Kindred’s capital by FDJ. This transformational deal has the potential to redefine the gaming landscape and cement FDJ’s position as a European gaming champion.