French Gambling Giant FDJ to Acquire Kindred for $2.67 Billion

In what was said to be a widely anticipated move, the French gambling firm La Française des Jeux (FDJ) has offered to acquire the Malta-based Kindred Group for $2.67 Billion.

Kindred is perhaps best known for its brand Unibet.

The offer for the Swedish-listed firm, which also operates 32Red and Bingo.com, is being made at 130 kronor ($12.4) per share in cash. That represents an approximate 24% premium over its last share price.

The acceptance period for the Offer is expected to commence on or around 20 February 2024 and expire on or around 19 November 2024 and there are conditions that include, per a company issued statement:

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)[4];
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 licenses 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. Kndred’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.

New York-based hedge fund Corvex Management has been pushing Kindred's board since 2022 to hire a financial adviser to look at strategic alternatives, including the potential value that could be achieved via a sale or a business combination.

- Aaron Goldstein, Gambling911.com