Gaming Nation is pleased to announce that is has entered into a definitive agreement though its subsidiary Gaming Nation Acquisition Corp, to acquire BD Sport Group Ltd, the market leader for stadium betting services in the United Kingdon. The acquisition will provide Gaming Nation with a portfolio that includes 100% of the shares of BD Sport Ltd., BD Stadia Ltd. and BD Deportes SL. The transaction is expected to close in March 2017 and is subject to general closing conditions and regulatory approvals in the United Kingdom and Canada.

The purchase price consists of a total cash payment of £8,800,000 with additional earn out provisions potentially increasing the total purchase price to £11,000,000.  BD Sport generated approximately £4,300,000 in revenue over the last 12 month reporting period and earnings before interest, taxes and depreciation (“EBITDA”) of £1,300,000 in the same period.  The purchase price represents an EBITDA multiple of 6.8 x LTM EBITDA (excluding any performance based earn out payments).

The Company will pay 50% of the purchase price (£4,400,000) upon closing, 31.25% (£2,750,000) 12 months following the closing and 18.75% (£1,650,000) will be payable 24 months following the closing. In addition, there are two potential earn out payments (cash or common shares of Gaming Nation) of up to £2,200,000 (£1,100,000 each) if BD Sport achieves EBITDA targets for the twelve months ending December 31, 2017 of £1,300,000 and £1,400,000 for the twelve months ending December 31, 2018.
“Gaming Nation and its Board of Directors firmly believe the acquisition of BD Sport will prove to be extremely accretive for our shareholders based on a multiple of factors including the attractive EBITDA to free cash-flow of BD Sport’s businesses, the ability to work with the existing infrastructure of BD Sport in deploying Gaming Nation’s 5050 Central business within the European market as well as the substantial growth opportunities into new stadiums that BD Sport can realize when combined with 5050 Central’s electronic raffle system,” stated Scott Secord President/CEO Gaming Nation.

About BD Sport

BD Sport was founded in 2007 to provide stadium betting services for sports teams and brands primarily in the UK football market.  BD Sport Group operates stadium betting at 31 stadiums in the UK employing 9 full-time employees and over 1,000 match day staff.  BD Sport processes more than 3 million bets per season from football and rugby fans via its company BD Stadia Ltd., utilizing its own bespoke and hardware solutions developed over the last 10 years. BD Stadia Ltd. was formed in order to satisfy the demand for a better quality of service from betting providers in football stadiums. Their match day betting service is currently operational with clubs across the Premier League and Champions League including Manchester United, Manchester City, Liverpool, Arsenal, Chelsea, Tottenham Hostpur, Everton, Norwich City, Newcastle United and Sunderland.

BD Sport also provides sports marketing services for many gambling brands and rights holders in the UK and across Europe to generate new revenue streams by linking betting to sports. Their main activities include brokering, activation, live streaming and stadium betting.