19/03/2018 — Novalpina Capital

    Novalpina Capital Announces Its Intention To Make A Voluntary Cash Offer To Acquire 100% Of The Shares Of Olympic Entertainment Group AS

    • Odyssey Europe AS (“OE AS”), a company owned by funds advised by private equity firm Novalpina Capital, announces its intention to make a voluntary takeover offer (“VTO”) to acquire 100 per cent of the outstanding shares of Olympic Entertainment Group AS (“OEG”) at a price of €1.90 in cash per share
    • The two largest shareholders of OEG, jointly representing 64 per cent of the shares, have agreed with Odyssey Europe AS to tender their shares in the VTO
    • Offer period is expected to start on 4 April 2018 and end on 2 May 2018

    Odyssey Europe AS intends to make a voluntary takeover offer for all outstanding shares of Olympic Entertainment Group, the Tallinn-headquartered land-based
    and online casino and betting operator listed on the Nasdaq Tallinn Stock Exchange. The offer will be for €1.90 in cash per OEG share. This cash offer is expected to be published on 4 April 2018 and values OEG at some €288 million. OE AS is a fully owned subsidiary of funds advised by Novalpina Capital, a European private equity firm.

    The two founders and major shareholders of OEG, Armin Karu and Jaan Korpusov, have signed binding agreements with OE AS whereby they have irrevocably committed to tender their aggregate shares, representing 64 per cent of the total OEG shares outstanding, in the voluntary takeover offer.

    OE AS has entered into a Business Combination Agreement with OEG agreeing to delist OEG from Nasdaq Tallinn Stock Exchange following the Offer, subject to a shareholder resolution passed with a simple majority of the votes at an OEG General Meeting. OE AS subsequently intends to merge both companies subject to a shareholder resolution passed by at least two thirds of the votes at an OEG General Meeting.

    Novalpina Capital is a European private equity firm that focuses on making control equity investments in middle market companies operating throughout Europe. The firm was established in 2017 by three former senior executives of the European operations of leading global private equity investment firms.

    Armin Karu, Founder and Chairman of the Supervisory Board of OEG, said: “Starting from a small operation in Estonia 25 years ago I am proud to have built OEG into a formidable business with best-in-class operations and strong positions across six EU markets. The Novalpina Capital team has significant experience in investing in companies and helping them expand both geographically and digitally. We are impressed by their vision for the business and I am convinced they are the right shareholder to take OEG forward. As the largest shareholder, I consider the price to be fair and I recommend other shareholders to take up the offer.”

    Madis Jääger, Chairman of the Management Board and CEO of OEG, said: “Over the years and driven by the vision of its founders, OEG has successfully expanded beyond its core Baltic markets. In the future, with increasing online competition, the company will need to increase its investment in its digital platform. We believe that Novalpina Capital as a prospective owner of the business is well-placed to support these investments.”

    Stefan Kowski, Founding Partner of Novalpina Capital, said: “OEG is a leading company in the entertainment-led casino sector across six Eurozone markets with strong operating and compliance practices. We have been impressed with the business that Armin has built and are excited to provide strategic input and capital to support the company, its management, employees and customers in the next phase of growth.”

    The completion of the VTO is subject to customary closing conditions, the details of which will be set out in the prospectus (the “Prospectus”). Following approval of the Prospectus by the Estonian Financial Supervision Authority, which is expected to occur on 3 April 2018, the offer document will be published on 4 April 2018.

    About Novalpina Capital

    Novalpina Capital is an independent European private equity firm that focuses on making control equity investments in middle market companies throughout the continent. Novalpina has a solution-orientated, entrepreneurial approach to investing and creating value in its portfolio
    companies.

    Novalpina Capital was established by Stephen Peel, Stefan Kowski and Bastian Lueken in 2017. The Founding Partners bring combined experience of 48 years in private equity investing, including senior positions in the European operations of leading global private equity investment firms, and have a shared history of working together for nearly a decade.

    Global Leisure Partners LLP is acting as financial advisor, Morgan Stanley is providing financing and Weil, Gotshal & Manges LLP are acting as legal advisor to Novalpina Capital in conjunction with the transaction. LHV Pank is acting as financial advisor to the selling shareholders. Ellex Raidla is acting as the legal advisor to the selling shareholders and OEG.

    Media Contacts

    Oliver Mann
    CNC Communications & Network Consulting
    Phone: +44 20 3755 1607
    Oliver.Mann@cnc-communications.com

    Anna Mareen Steudel
    CNC Communications & Network Consulting
    Phone: +49 69 5060 37567
    Anna.Steudel@cnc-communications.com

    About Olympic Entertainment Group

    OEG is the leading provider of gaming services across six EU markets, including the Baltic States (Estonia, Latvia and Lithuania), Slovakia, Italy and Malta. The company, which was founded in 1993 by Armin Karu and Jaan Korpusov, offers its guests a customer-oriented, secure and safe
    environment with fully licensed products. OEG’s shares are listed on the Nasdaq Tallinn Stock Exchange (TAL: OEG1T).

    As of 31 December 2017, OEG owned a total of 115 casinos and 27 betting points and operated 24 casinos in Estonia, 53 in Latvia, 17 in Lithuania, 6 in Slovakia, 14 in Italy and 1 in Malta. OEG employs some 3,000 employees in 6 countries.

    OEG is providing remote gaming and sports betting services under the brand name of OlyBet. OEG owns the hotel operations of Hilton Tallinn Park, an upscale 202-room hotel located in Tallinn, Estonia, and managed by Hilton Worldwide.

    OEG’s total revenues before gaming taxes from continued operations for 2017 amounted to €215.1 million, up 12.4% or €23.7 million compared to the previous year. Total gaming revenue before gaming taxes accounted for 89.6% (€192.7 million) and other revenues for 10.4% (€22.4 million). OEG reported a consolidated EBITDA for 2017 of €47.3 million.

    Media and Investor Contact

    Margus Mets
    KPMS
    +372 5018300
    Margus@kpms.ee

    Important Notice

    This press release is neither an offer to purchase nor a solicitation of an offer to sell shares of OEG. The definite terms and conditions of the VTO, as well as further provisions concerning the VTO, will be published in the Prospectus only after EFSA has granted permission to publish the Prospectus. Investors and holders of shares in OEG are strongly advised to read the Prospectus and all other relevant documents regarding the VTO when they become available, since they will contain important information.

    The VTO will be issued exclusively under the laws of Estonia and certain applicable provisions of U.S. securities law. Any contract that is concluded on the basis of the VTO will be exclusively governed by the laws of Estonia and is to be interpreted in accordance with such laws.