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Codere Online to Become the First Publicly-Listed Online Gaming Operator in Latin America Via Business Combination with DD3 Acquisition Corp. II

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SIS and Codere extend 24/7 Live Betting Channels partnership to include Argentine customers

 

Codere Online Luxembourg, S.A. (“Holdco”), Servicios de Juego Online, S.A.U. (“SEJO”) and their consolidated subsidiaries (collectively, “Codere Online” or “the Company”) and Codere Newco, S.A.U. have entered into a definitive business combination agreement with DD3, a publicly-traded special purpose acquisition company, that will result in Codere Online becoming a public company.

Codere Online will continue to be led by the Company’s Managing Director Moshe Edree and its highly experienced management team. Martin Werner, Founding Partner of DD3 Capital Partners, is expected to join the Codere Online Board of Directors.

Codere Online Investment Highlights

  • Strong market opportunity supported by favorable demographic trends in Latin America – Very low existing market penetration with increasing adoption of smartphones, e-commerce and internet connectivity position the region for tremendous near, medium and long term growth (estimated at approximately 10x from 2020 to 2027 based on management projections and industry research).
  • Omnichannel Strategy – Significant competitive advantage through Codere Online’s indirect parent company Codere Group, which has a leading retail footprint encompassing approximately 10,800 venues throughout Latin America, Spain and Italy (approximately 6,600 operating as of December 31, 2020 as a result of COVID-19 temporary closings) as well as a registered retail database of over 3 million registered players.
  • Growth Opportunities in Core Markets and Expansion into New Countries – Codere Online, with a strong presence in Spain, Mexico, Colombia and Panama and its plan to start operating in the City of Buenos Aires (Argentina) in late 2021, is a leading online gaming operator in Latin America, a region expected to represent the next wave of strategic focus and growth for the global gaming industry.
  • Market Expertise – Codere Group has a long history of successful Latin American operations dating back to 1984. Codere Online’s management has decades of experience establishing online gaming operations.
  • Successful Operating Model – Codere Online and its management team have consistently demonstrated the ability to run successful online gaming operations and seek to apply this proven strategy and business model throughout the Latin American markets to drive profitability and positive operating cash flow.
  • Proven and Flexible Technology Platform – Codere Group’s technology platform and Codere Online’s product can be scaled to support growth in core markets and expansion into new markets.
  • Strong Brand – High visibility from long-running sponsorships of soccer teams and athletes.

“We are thrilled to partner with DD3. This deal brings together the renowned Codere brand and our deep expertise in growing online gaming businesses with a world-class sponsor like DD3 that has a proven track record of building businesses through a team of seasoned investors,” Moshe Edree, Managing Director of Codere Online, said. “By going public and with the new capitalization, we will be in a superb position to leverage our online business in our core countries of Spain, Italy, Mexico, Colombia and Panama, as well as the City of Buenos Aires, where we expect to start operating in late 2021, to fuel our further expansion in other high-growth Latin American markets.”

Martin Werner, Founding Partner of DD3 Capital Partners said, “We are excited to partner with Moshe and his team to bring Codere Online to the public markets. The omni-channel presence of Codere paired with the expansive addressable market and limited competition from global gaming operators gives Codere Online a unique advantage in their expansion across Latin America.”

“We are proud of this deal, which will provide our online team with the financial resources needed to grow Codere Online and take it to a new, higher level. It is a good signal of the value we have been able to create in the last three years, and the solid team and business platform achieved through Moshe´s leadership,” said Vicente Di Loreto, CEO of Codere Group.

Transaction Overview
The business combination values the combined company at an estimated pro forma enterprise value of approximately $350 million, or 2.3x Codere Online’s estimated 2022 revenue of approximately $150 million, and an implied equity market capitalization of approximately $500 million. Codere Online expects to have up to an approximately $145 million cash position to be used to fund marketing expenditures, technology platform improvements and expansion into new high-growth Latin American markets, assuming no redemptions by DD3’s shareholders.

Baron Funds, MG Capital, LarrainVial and DD3 Capital Partners have committed to a private investment of more than $67 million that will close concurrently with the business combination, and Baron Funds has committed to roll-over approximately $10 million of DD3 public shares. DD3 has $125 million of cash in its trust account, exclusive of any accrued interest. Codere Group has agreed to roll-over approximately 90% of its ownership and will maintain a majority ownership interest in Codere Online following consummation of the business combination.

The respective managing bodies of Codere Online and DD3, in addition to the Board of Directors of Codere S.A., have approved the proposed business combination. Completion of the proposed business combination is expected in the fourth quarter of 2021. The proposed business combination will be effected pursuant to the terms and conditions of a business combination agreement entered into by Codere Online, DD3, and the other parties thereto, which contains certain closing conditions, including, without limitation, the registration statement being declared effective by the Securities and Exchange Commission (“SEC”), approval by certain Codere Group noteholders, DD3 holding a minimum of $77 million in cash at closing, and approval by the shareholders of DD3. Pursuant to the business combination, Holdco will acquire both SEJO and DD3, and become a publicly-listed company in the United States.

Additional information about the proposed business combination, including a copy of the business combination agreement and investor presentation, will be provided in a Current Report on Form 8-K to be filed by DD3 with the SEC and will be available at www.sec.gov.

Advisors
Stifel is serving as financial and capital markets advisor to Codere Online. Davis Polk & Wardwell is acting as U.S. legal advisor to Codere Online. Clifford Chance is acting as legal advisor to Codere Online in Luxembourg. Deloitte is serving as accounting advisor to Codere Online.

EarlyBirdCapital is acting as financial and capital markets advisor as well as placement agent to DD3. Greenberg Traurig and PĂ©rez-Llorca are acting as legal advisor to DD3. Stibbe is acting as legal advisor to DD3 in Luxembourg.

International News

WA.Technology Announces Global Alliance with Lottery.com

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WA.Technology, a leading B2B iGaming solutions provider, is delighted to announce its alliance with leading online lottery brand Lottery.com. The announcement was made at ICE London 2024.

The agreement and the combined operational partnership mark a significant step in WA.Technology and WA.Lottery’s expanding reach into new markets and Lottery.com’s global growth strategy across Africa, the Pacific Region, Brazil, and other parts of Latin America.

Under this alliance, WA.Technology will extend its full spectrum of iGaming platform solutions and manage daily operational activities to support Lottery.com’s expansion. This will encompass a range of services, including affiliate and lead generation strategies, comprehensive legal services, compliance, regulatory, and financial management. The aim is to maximise Lottery.com’s earning potential in global markets over the coming years.

The agreement comes when the global lottery industry is witnessing substantial growth, driven by the increasing popularity of mobile and online lottery sales. WA.Technology, with its leading WA.Lottery solutions, assist existing and new lottery operators in capitalising on new opportunities in their target markets.

Tim Scoffham, CEO of WA.Technology, expressed his enthusiasm, stating, “This is a fantastic step in the journey of WA.Technology, and we are excited to be on board with this esteemed lottery brand. We love their vision for creating a global destination for lotteries and are thrilled that Lottery.com has chosen us to be their operational partner. With over 200 team members worldwide, we are perfectly positioned to support and help them achieve their goals and see their vision come to life.”

Matthew McGahan, CEO and Chairman of Lottery.com, added, “Our new relationship with WA.Technology marks a pivotal moment in Lottery.com’s growth strategy, especially in the burgeoning South American market. By leveraging WA’s operational efficiencies and proven expertise in this region, we are poised to enhance our global footprint significantly. This collaboration allows us to concentrate more effectively on US ticket operations, the relaunch of the WinTogether sweepstakes business, and the roll-out of Sports.com. We are confident that our purchase of WA.Technology’s robust platform and its comprehensive iGaming solutions will complement our vision for global expansion, helping to make Lottery.com a household name in the lottery domain worldwide.”

WA.Technology’s commitment to this new agreement reflects the company’s dedication to global expansion and its capability to deliver tailored solutions in a wide range of global markets with a significant impact on online lotteries.

WA.Technology’s specialist lottery vertical, WA.Lottery is the ultimate toolkit for new lottery ventures, offering a diverse range of 70+ global lotteries, personalised gaming options such as sweepstakes and scratch cards, and e-commerce platforms with extensive payment options and jackpot coverage, all complemented by an intelligent management system that enhances user engagement and scales effortlessly to meet the needs of any lottery business.

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International News

SCCG Management Announces Strategic Partnership with WhiteLotto for Distribution of Lottery Software Solutions

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SCCG Management Announces Strategic Partnership with WhiteLotto for Distribution of Lottery Software Solutions

 

SCCG Management, a global leader in advisory services for the gambling industry, proudly announces its strategic partnership with WhiteLotto, a subsidiary of the esteemed GG International brand. This alliance marks a significant step in expanding the reach and capabilities of both companies within the global lottery and gambling sector.

WhiteLotto’s platform and solutions are a one-stop solution for launching a successful lottery business, encompassing the best lotteries, technical and marketing support, licenses, extensive marketing tools, an affiliate program, and support for over 40 languages. Their flexible models of cooperation and a blend of online and offline technology cater to a wide range of lottery messenger services and national lotteries worldwide.

Stephen Crystal, Founder and CEO of SCCG Management, commented, “Our partnership with WhiteLotto is a landmark moment for us. WhiteLotto’s cutting-edge lottery platform and its global operational model perfectly align with our vision of connecting the industry’s best products and services. We are thrilled to collaborate with a company that has such a profound understanding of the lottery sector, and we look forward to bringing WhiteLotto’s exceptional offerings to our extensive network of clients.”

Wojciech Lysak, Managing Director of WhiteLotto, expressed his enthusiasm about the partnership: “The WhiteLotto team is proud to partner with SCCG. WhiteLotto’s business model was always to stay outside the flashlights, working from backstage in a peaceful and calm atmosphere delivering quality projects always on time, while being referred from project to project by word of mouth. Having cooperation with SCCG, which in WhiteLotto’s humble opinion is the industry superstar in terms of networking and connection of good businesses, WhiteLotto products can now be presented to a more broader audience of worldwide operators.”

This strategic partnership enables WhiteLotto to leverage SCCG’s vast network and expertise in the gambling industry, allowing them to expand their reach and showcase their innovative lottery solutions to a broader audience. For SCCG, collaborating with WhiteLotto adds a new dimension to their client partner ecosystem, which comprises over 100 of the top products, platforms, and solutions in the industry.

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International News

CT Interactive Signs Deal with Torrero Platform

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CT Interactive has signed a key deal with Torrero Platform N.V and Тorrero Ltd, prominent players in the iGaming industry.

“We are so proud to partner with Torrero. Torrero Platform is a leading player in the iGaming industry, offering a comprehensive suite of solutions designed to empower operators and enhance player engagement. Through this partnership, we will increase our presence in Europe, Brazil, Mexico and Asia,” Lachezar Petrov, CEO at CT Interactive, said.

With a focus on delivering exceptional gaming experiences, CT Interactive continues to push boundaries in the iGaming space through its commitment to quality, creativity, and player-centric offerings.

Antonio Donov, Business Development Manager EMEA at CT Interactive, said: “The collaboration between CT Interactive and Torrero Platform is underpinned by a shared commitment to delivering excellence in the iGaming space. By combining our resources, knowledge, and networks, both companies stand to benefit from the partnership.”

Aleksei Tolstov, Head of Business Development at Torrero, said: “The agreement entails that CT Interactive will be launched on various platforms, including betmaster.com, betmaster.ie, casinoin.ie, bongo.io, and betmaster.com.mx. These games will be accessible in markets spanning from Mexico to Estonia. Torrero.com offers customized casino and sportsbook solutions globally, providing game aggregation services and enhancing multiple brands to deliver top-notch experiences.”

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