Statement from the Bid Committee of Aspire Global plc in relation to the public tender offer by NeoGames S.A. ("NeoGames")

This statement is made by the Bid Committee of Aspire Global plc ("Aspire Global" or the "Company") pursuant to Section II.19 of the Takeover rules for certain trading platforms (the "Takeover Rules").

Conclusion

The Bid Committee of Aspire Global unanimously recommends the shareholders of Aspire Global to accept the full cash consideration alternative of SEK 111.00 per Aspire Global share, which is part of NeoGames' public tender offer. Shareholders who have a preference to receive shares in NeoGames should elect to receive such shares under the Base Case Alternative rather than the Conditional Alternative (see further about these alternatives below).

Background

On 17 January 2022, a public tender offer was made by NeoGames[1] to the shareholders of Aspire Global to tender all their shares in the Company to NeoGames for a consideration consisting of a combination of cash and newly issued shares in NeoGames in the form of Swedish depository receipts (the "Offer"). The shares in Aspire Global are admitted to trading on Nasdaq First North Premier Growth Market ("Nasdaq First North"). The shares in NeoGames are admitted to trading in the United States on the Nasdaq Stock Exchange, Global Market tier (the "Nasdaq Stock Exchange"). Aspire Global's main shareholders, who in aggregate own shares corresponding to 66.96 percent of all shares and votes in Aspire Global, have entered into irrevocable undertakings that enable the other shareholders in Aspire Global to tender their shares to NeoGames and receive 100 percent cash consideration corresponding to SEK 111.00 per share tendered in Aspire Global representing a premium of 41.40 percent compared to today's closing price of SEK 78.50 for Aspire Global's share.

The Offer values each share in Aspire Global to SEK 91.03, corresponding to a total value of the Offer for all shares in the Company to approximately SEK 4,322 million.[2]

For the shareholders who elect to receive 100 percent of the consideration in cash, the Last Twelve Month (LTM) EBITDA multiple (using LTM from September 2021) would be 16.8x which compares very favourably to the comparable multiples in the sector. For those shareholders electing to take the mix of equity and cash on a 50:50 basis, the EV/EBITDA multiple will be 13.6x due to the proposed share price ratio which, whilst a lower multiple, also compares well to industry comparables. The latter option will be subject to change based on the selected mix of cash and equity consideration chosen by a shareholder and on the movement of NeoGames' share price pre a potential closing of the Offer.

In order to deal with aspects relating to the Offer, the board of directors of Aspire Global has instructed the independent directors Carl Klingberg and Fredrik Burvall to form an independent Bid Committee with Carl Klingberg as chairman. The directors Barak Matalon and Aharan Aran are dependent in relation to both NeoGames and Aspire Global and have not participated in the evaluation and resolutions relating to the Offer.

The Offer consideration consists of a combination of cash and shares in NeoGames, in the form of Swedish depository receipts, and shareholders may elect to tender in the Offer pursuant to either of two consideration alternatives, the Base Case Alternative and the Conditional Alternative (as defined below):

The Base Case Alternative

• NeoGames offers each shareholder in Aspire Global the following consideration (the "Base Case Alternative"):
  • in respect of 50 percent of the number of Aspire Global shares tendered by such shareholder: SEK 111.00 in cash per Aspire Global share; and
  • in respect of the remaining 50 percent of the number of Aspire Global shares tendered by such shareholder: 0.320 shares[3] in NeoGames per Aspire Global share in the form of Swedish depository receipts.

• As part of the Base Case Alternative, NeoGames offers to the shareholders in Aspire Global a so-called mix & match facility, whereby each shareholder in Aspire Global, subject to the restrictions set out below, may elect to receive as much cash consideration as possible or as much share consideration as possible for their Aspire Global shares (the "Mix & Match Facility"). In aggregate, up to a total of 7.6 million new shares in NeoGames, represented by a corresponding number of Swedish depository receipts, will be issued as consideration in the Offer, and up to a total of approximately SEK 2,636 million will be paid in cash.[4] This proportion between shares and cash will not be varied in aggregate as a result of individual elections made under the Mix & Match Facility. In order for individual shareholders of Aspire Global to receive a higher proportion of a certain elected consideration alternative under the Mix & Match Facility, other shareholders must have made reverse elections to a corresponding extent.
  • However, as set out below, due to undertakings from the main shareholders in Aspire Global, all other shareholders in Aspire Global that elect as much cash consideration as possible (up to and including 100 percent) will receive such consideration in full.

The Conditional Alternative

• As an alternative to the Base Case Alternative, NeoGames offers each shareholder in Aspire Global the following consideration (the "Conditional Alternative") in respect of 100 percent of the number of Aspire Global shares tendered by such shareholder, and for each such Aspire Global share:
   
  • (i) at settlement of the Offer: 0.320 shares in NeoGames or such lower prorated number of shares in NeoGames, in the form of Swedish depository receipts, that may follow as a result of other shareholders' elections under the Mix & Match Facility and the maximum number of shares in NeoGames that will be issued as consideration in the Offer, and
     
  • (ii) provided that less than 0.320 shares in NeoGames for each Aspire Global share has been received pursuant to (i) above and conditional upon the payment of future dividends[5] from Aspire Global to NeoGames in a corresponding aggregate amount (net of any dividend tax) after Aspire Global has become a wholly owned subsidiary of NeoGames: an additional cash purchase price for each Aspire Global share amounting to the difference between the value of the share consideration delivered pursuant to (i) above (where 0.320 shares in NeoGames shall be deemed to have a value of SEK 111.00) and SEK 111.00, payable in cash in connection with such potential future dividends being paid.[6] Accordingly, the maximum aggregate value that can be received under the Conditional Alternative can never exceed the value received under the Base Case Alternative. The Conditional Alternative facilitates for NeoGames to pay SEK 111.00 to all shareholders that elect to receive as much cash consideration as possible under the Mix & Match Facility in the Base Case Alternative.

To enable 100 percent cash consideration for the other shareholders tendering in the Offer who elect to receive as much cash consideration as possible under the Mix & Match Facility, Barak Matalon, Pinhas Zahavi, Elyahu Azur, Aharon Aran and Oded Gottfried, who in aggregate own 31,240,839 shares corresponding to 66.96 percent of all shares and votes in Aspire Global, have irrevocably and unconditionally undertaken to accept the Offer and to elect the Conditional Alternative in the Offer.

Provided that 100 percent cash consideration is elected under the Mix & Match Facility, the Base Case Alternative represents a premium of approximately 41.40 percent compared to the closing price of SEK 78.50 for Aspire Global's share on Nasdaq First North on 17 January 2022, being the last day of trading before the announcement of the Offer.

Provided that 100 percent share consideration is received under the Conditional Alternative and no future conditional payment is thus made, the Conditional Alternative represents a discount of approximately 9.49 percent compared to the closing price of SEK 78.50 for Aspire Global's share on Nasdaq First North on 17 January 2022, being the last day of trading before the announcement of the Offer.[7]

An offer document regarding the Offer is expected to be published on or about 4 April 2022. The acceptance period for the Offer is expected to commence on or about 5 April 2022 and end on or about 3 May 2022. The expected settlement date is 7 May 2022.

The completion of the Offer is subject to certain conditions, e.g.:

• that the Offer is accepted to such extent that NeoGames becomes the owner of shares representing more than 90 percent of the total number of outstanding shares in the Company (on both a non-diluted and on a fully diluted basis):
• that Aspire Global's articles of association, prior to the end of the acceptance period in the Offer, being amended as to allow for NeoGames, having become the owner of not less than 90 percent of the total number of outstanding shares in Aspire Global carrying voting rights (on both a non-diluted and on a fully diluted basis), to acquire the shares in Aspire Global that have not been tendered in the Offer, for a consideration no higher than and, at the sole discretion of NeoGames in the same form as the consideration paid per Aspire Global share in the Offer or in a form having the corresponding value consisting of cash alone or a combination of cash and non-cash consideration;
• that Aspire Global, prior to the end of the acceptance period in the Offer, resolves to accelerate the current incentive programs in Aspire Global and that all outstanding options thereunder, as well as any other warrants/options issued by Aspire Global, are converted into new Aspire Global shares resulting in the creation of not more than 828,094 new Aspire Global shares; and
• that, with respect to the Offer and completion of the acquisition of Aspire Global, all necessary clearances, approvals, decisions and other actions from authorities or similar, including approvals from competition authorities, being obtained, in each case on terms which, in NeoGames' opinion, are acceptable.

NeoGames reserves the right to waive, in whole or in part, one, several or all of the conditions for the Offer and to complete the Offer at a lower acceptance level than 90 percent.

For further information regarding the Offer, see the press release published by NeoGames on 17 January 2022, and the offer document that will be published before the acceptance period begins.

The Bid Committee has appointed Oakvale Capital LLP as financial advisor while Öhrlings PricewaterhouseCoopers AB ("PwC") has been retained for purposes of issuing a fairness opinion in relation to the Offer. The fairness opinion, which is attached hereto, concludes that PwC believes that the Base Case Alternative (as defined above), with the election of full cash consideration pursuant to the Mix & Match Facility, equivalent to SEK 111 per share for all the shareholder's shares in Aspire Global, is fair from a financial point of view. It is also PwC's opinion that all other consideration alternatives in the Offer is not fair from a financial point of view at the current NeoGames share price.

Baker McKenzie Advokatbyrå KB has been appointed as legal advisor in connection with the Offer.

The Bid Committee's assessment of the Offer

Process

The Bid Committee's opinion of the Offer is based on an evaluation of a number of different factors the Bid Committee has determined to be relevant when evaluating the Offer. These factors include, but are not limited to, Aspire Global's and its markets historical development, current market position, the expected future

development and thereto related possibilities and risks. The Bid Committee has also taken into account the Company's historical financial development, the Company's business plan for the coming years and assessments regarding the long term future financial development.

In assessing the Offer, the Bid Committee has analyzed the Offer using methods normally used in evaluating public offers for listed companies, including Aspire Global's valuation relative to comparable listed companies, offer premiums in previous public offers, the stock market's expectations in respect of Aspire Global's profitability and share price performance and the Bid Committee's view of the Company's long term value based on expected cash flows.

In its evaluation, the Bid Committee has also to a very large extent considered that the main shareholders of Aspire Global, in total representing 66.96 percent of the outstanding shares and votes of the Company, have irrevocably and unconditionally committed to accept the Offer and elected the Conditional Alternative in the Offer, thus enabling full consideration in cash for the other shareholders tendering in the Offer who elect full cash consideration pursuant to the Mix & Match-Facility.

In addition, the Bid Committee has considered that PwC believes that the Base Case Alternative, with the election of full cash consideration pursuant to the Mix & Match Facility, equivalent to SEK 111 per share for all the shareholder's shares in Aspire Global, is fair from a financial point of view and that all the other consideration alternatives in the Offer is not fair from a financial point of view at the current NeoGames share price.

Furthermore, NeoGames has conducted a due diligence investigation of confirmatory nature of certain business-related, financial and legal information of Aspire Global. During due diligence investigations, no other information that has not been previously published and which could constitute insider information in relation to Aspire Global has been provided.

Aspire Global has not conducted any due diligence review of NeoGames in the form of documentary review. Thus, Aspire Global has relied on public information regarding NeoGames but has also had the opportunity to ask verifying questions to representatives of NeoGames and has received adequate answers from NeoGames.

Considerations

The Bid Committee has a positive view of the value-creating potential of the merged company but has not taken part of detailed integration plans or risk analyses and thus cannot comment on the future value potential of the NeoGames share. It can also be noted that full realization of synergies typically requires that all shares in a company are acquired. NeoGames reserves the right to complete the Offer, even if NeoGames does not become the owner of shares representing more than 90 percent of the total number of outstanding shares and votes in Aspire Global, which may entail that NeoGames completes the Offer without having the opportunity to acquire all shares.

It is noted that the Offer is e.g. conditional upon that Aspire Global, prior to the end of the acceptance period, amends its articles of association and that the current incentive programs in Aspire Global are accelerated so the outstanding options, as well as any other warrants/options issued by Aspire Global, are converted into not more than 828,094 Aspire Global shares.

The Bid Committee will work committedly for these conditions to be met.

Conclusion

In conclusion and in light of the above stated, the Bid Committee concludes that the Base Case Alternative, enabling full cash consideration pursuant to the Mix & Match Facility, equivalent to SEK 111 per share, is fair and unanimously recommends the shareholders of Aspire Global to accept the Offer and elect full cash consideration pursuant to the Mix & Match Facility. Shareholders who have a preference to receive shares in NeoGames should elect to receive such shares under the Base Case Alternative rather than the Conditional Alternative.

Effects on Aspire Global

Under the Takeover Rules the Bid Committee is required, on the basis of NeoGames' statements in its announcement of the Offer, to make public its opinion of the effects the implementation of the Offer may have on Aspire Global, specifically employment, and its views on NeoGames' strategic plans for Aspire Global and the effect these may be expected to have on employment and the places where the Company conducts its operations. NeoGames has in this respect stated that: "The combined company will be led and supported by the market-leading capabilities of an experienced, joint management team. Having worked together successfully in the past, NeoGames’ and Aspire Global’s management teams represent a strong cultural fit as each focus on innovation and a customer-centric approach to their respective markets and products.

NeoGames looks forward to working with Aspire Global’s highly experienced team. The quality of the team throughout the organization was one of the drivers for the Offer and as such NeoGames sees them as key to the future success of the combined company and intends to invest in their continued growth. The organizational structure of Aspire Global has provided a robust platform for growth, therefore NeoGames intends to create a new iGaming division that will encompass the entire existing operations of Aspire Global to support and push for the continued growth of the iGaming and sports betting verticals, while benefiting from overarching synergies.

The combined company is expected to be led by Moti Malul, who will continue as CEO, and Raviv Adler as CFO of NeoGames. Tsachi Maimon, the CEO of Aspire Global, is expected join NeoGames as President and lead the newly formed online gaming division. The current board of directors of NeoGames will remain in place and be responsible for governance of the combined entity.

NeoGames is expecting it will experience employee growth over time and is not anticipating significant redundancies in personnel. NeoGames plans to maintain separate business lines across products much as it is currently organized.

As set out above, NeoGames’ intention is to realize integration benefits of the combination. The integration of Aspire Global and NeoGames will therefore likely entail some changes to the organization, operation and employees of the combined group. The specific initiatives to be implemented will be determined following completion of the Offer pursuant to a detailed review of the combined businesses. Before completion of such review, it is too early to say which specific initiatives will be taken and the impact that these would have. Except for what is stated above, there are currently no decisions on any changes to NeoGames’ or Aspire Global’s employees, management or existing organization and operations of Aspire Global, including terms of employment and location of business."

The Bid Committee assumes that this description is accurate and has in relevant aspects no reason to take a different view.

Governing law and dispute resolution

This statement shall in all respects be governed by and construed in accordance with substantive Swedish law. Disputes arising from this statement shall be settled exclusively by Swedish courts. This statement has been made in a Swedish and English version. In case of any discrepancies between the Swedish and the English text, the Swedish text shall prevail.

[1] A Luxembourg société anonyme (reg. no. B186309), domiciled in Luxembourg.

[2] The value of the Offer is based on a closing price of the NeoGames share of USD 24.62 per share on the Nasdaq Stock Exchange on 14 January 2022 (being the last day of trading on the Nasdaq Stock Exchange before the announcement of the Offer) and a SEK to USD foreign exchange rate of 0.111, and 46,658,404 shares in Aspire Global as of 17 January 2022 as well as 828,094 additional shares in Aspire Global supposing acceleration of current outstanding incentive programs in Aspire Global at the time of the announcement of the Offer.

[3] Corresponding to SEK 71.05 based on NeoGames' closing price on 14 January 2022 and a SEK to USD foreign exchange rate of 0.111.

[4] Based on full acceptance in the Offer. At a lower acceptance level, the number of shares to be issued, and the total amount of cash to be paid, will be reduced proportionately to maintain the aggregate proportions of shares in NeoGames and cash to be paid as consideration in the Offer.

[5] In order for final dividends to be paid to the shareholders of Aspire Global, there must be profits available for distribution in accordance with the provisions of the Companies Act (Chapter 386 of the laws of Malta), and the board of directors of Aspire Global must propose, by board resolution, the declaration and distribution of a dividend, after which the general meeting of shareholders of Aspire Global must resolve to adopt the board of directors' proposal. In order for interim dividends to be paid to shareholders of Aspire Global (that is, dividends which are not final dividends), there must be profits available for distribution in accordance with the provisions of the Companies Act (Chapter 386 of the laws of Malta), and the board of directors of Aspire Global must approve, by board resolution, the declaration and distribution of a dividend.

[6] For instance, if a shareholder in Aspire Global tenders 100 Aspire Global shares pursuant to the Conditional Alternative and only 75 x 0.320 NeoGames shares can be delivered due to other shareholders' elections under the Mix & Match Facility, equalling a total share consideration of 0.240 NeoGames shares per Aspire Global share tendered, the shareholder in this example would be, conditional upon the payment of future dividends from Aspire Global to NeoGames, entitled to receive a residual of SEK 27.75 per share, entailing a potential total consideration of SEK 81.04 per Aspire Global share, based on NeoGames' closing price on 14 January 2022 and a SEK to USD foreign exchange rate of 0.111.

[7] Based on share consideration being received in full, a value of the Offer of approximately SEK 71.05 per share in Aspire Global, based on NeoGames' closing price on 14 January 2022 and a SEK to USD foreign exchange rate of 0.111.

For more information, please contact:

Carl Klingberg, Chairman of the Bid Committee, tel: +46 708 89 89 89 or email: carl@klingberg.se

Motti Gil, CFO, tel: +356-9924 0646 or email: investors@aspireglobal.com

About Aspire Global

Aspire Global is a leading B2B-provider of iGaming solutions, offering companies everything they need to operate a successful iGaming brand, covering casino and sports. The B2B-offering comprises of a robust technical platform, proprietary casino games, a proprietary sportsbook, and a game aggregator. The platform itself can be availed of exclusively or combined with a wide range of services. In addition to the B2B-offering, Aspire Global also operates several B2C-brands, including Karamba, the greatest showcase of the strength of the B2B-offering. The Group operates in 29 regulated markets spanning Europe, America and Africa, including countries like the US, UK, Denmark, Portugal, Spain, Ireland, Nigeria, Colombia and Mexico. Offices are located in Malta, Israel, Bulgaria, Ukraine, North Macedonia, India, Italy and Gibraltar. Aspire Global is listed on Nasdaq First North Premier Growth Market under ASPIRE. Certified Advisor: FNCA Sweden AB, info@fnca.se, +46-8-528 00 399. Please visit www.aspireglobal.com.