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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.

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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 PĂŠrez-Llorca are acting as legal advisor to DD3. Stibbe is acting as legal advisor to DD3 in Luxembourg.

International News

Bragg Gaming Group Reports 7.1% First Quarter 2025 Revenue Rise to EUR 25.5 Million (USD 28.6 Million); 27% Revenue Growth Achieved Excluding the Netherlands

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Bragg Gaming Group Reports 7.1% First Quarter 2025 Revenue Rise to EUR 25.5 Million (USD 28.6 Million); 27% Revenue Growth Achieved Excluding the Netherlands

 

Triple-digit revenue growth in the U.S.; significant increase in profitability through improved product mix

  • 27%1 Revenue Growth Excluding the Netherlands, Driven by U.S. Revenue Growth of 150%
  • Gross Profit Margin Jumps to 56.0%, Driven by Proprietary Content Growth
  • Adjusted EBITDA Rises 19.7%, Reflecting Strong Operational Leverage
  • Robust 63.5% YoY Growth in Cash from Operations, to EUR 4.5 Million (USD 5.0 Million)
  • 62% YoY Proprietary Content Revenue Growth, Reaching a Record 15.5% of Total Revenue

Bragg Gaming Group announced its financial results for the first quarter of 2025. The Company delivered diversified revenue growth, significant margin expansion, and strong cash generation, driven by its strategic focus on proprietary content and expansion in key growth markets.

Summary of Financial and Operational Highlights

Euros (millions)(1) 1Q25 1Q24 Change
Revenue € 25.5 € 23.8 7.1 %
Gross profit € 14.3 € 11.9 20.3 %
Gross profit margin 56.0 % 49.9 % 612 bps
Adjusted EBITDA(2) € 4.1 € 3.4 19.7 %
Adjusted EBITDA margin 16.0 % 14.3 % 169 bps
Operating Income (Loss) € (1.7) € (1.3) 32.5 %

 

(1) Bragg’s reporting currency is Euros. The exchange rate provided is EUR 1.00 = USD 1.12. Due to fluctuating currency exchange rates, this reference rate is provided for convenience only.

(2) “Adjusted EBITDA” is a non-IFRS measure. For important information on the Company’s non-IFRS measures, see “Non-IFRS Financial Measures” below.

 

“We are thrilled to be reporting a strong start to 2025, showing that we are executing on our strategy and moving the metrics that we believe are most important to shareholder value,” Matevž Mazij, CEO of Bragg commented: “During the quarter we continued to improve our product mix, generating a greater proportion of revenue from high-margin proprietary content. In turn, this contributed to a higher Adjusted EBITDA margin, which combined with careful cost controls demonstrate operational leverage and increased cash generation.

“As is widely reported, the Netherlands market has slowed in recent quarters due to regulatory pressures, a challenge faced by Bragg as with all operators and suppliers who serve this regulated market. I’m pleased that Bragg has shown resilience under these pressures and is reducing its exposure to the Netherlands while seeing strong growth in markets such as the United States and Brazil. Excluding the Netherlands, revenue growth year-over-year came in at a robust 27%1, driven in part by triple-digit growth in the U.S.”

127% YoY revenue growth excluding revenue derived from Bragg’s customers licensed and operating in the Netherlands jurisdiction

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Key Highlights:

  • Improved Margins and Cash generation: Adjusted EBITDA margins increased 169bps year over year; excluding non-recurring exceptional costs and FX impacts, EUR 0.9 million of free cash generated.
  • Improved Revenue Diversification: Continued decreasing reliance on the Netherlands and lower-margin BetCity, replaced by growth in margin-accretive revenue in new markets.
  • US Market Growth: Bragg experienced triple-digit growth in U.S. revenue derived from its proprietary and exclusive online casino content, significantly outpacing the overall market growth; U.S. expected to contribute up to 15% of revenue this year.
  • Brazil Launch: Successfully launched content in the newly regulated Brazilian iGaming market, a key strategic territory expected to contribute up to 10% of revenue this year.
  • Strategic Partnerships: Announced a games development and remote games server technology leasing agreement with Caesars Digital, and invested in RapidPlay, a specialist Brazilian casino content studio.
  • Key milestone: first game launched, Caesars Palace Signature Multihand Blackjack Surrender, under recently announced games development and technology partnership with Caesars Digital.
  • Leadership Appointments: Appointed Holly Gagnon as Chair of the Board.
  • Debt Reduction: Repaid USD 5 million of its secured credit note and is on track to finalize a new credit facility with improved terms.

2025 Outlook

Bragg remains focused on expanding its presence in regulated markets, enhancing its proprietary and exclusive content offerings, and leveraging its technology to drive continued growth and profitability in 2025 and beyond. The Company is actively advancing a robust pipeline of opportunities to drive strong momentum in the business.

The Company anticipates double-digit growth in Revenue and Adjusted EBITDA in the full year of 2025, with revenue guidance projected at between EUR 117.5 million and EUR 123.0 million, and Adjusted EBITDA in the range of between EUR 19.0 million and EUR 21.5 million, driven by a strategic focus on proprietary and exclusive content, and continued momentum in growth markets such as the U.S. and Latam.

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International News

Quick Custom Intelligence (QCI) Expands Global Footprint to 17 Countries, pursues Business Development in 10 More

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Quick Custom Intelligence (QCI) Expands Global Footprint to 17 Countries, pursues Business Development in 10 More

 

Quick Custom Intelligence (QCI) continues its rapid expansion, now operating in 17 countries while actively developing business opportunities in 10 additional markets. This growth, combined with QCI’s presence across 30 U.S. states and 90 tribal nations, cements the company’s position as a global leader in casino and resort intelligence.

“Our expansion into 17 countries is a testament to the universal value of our solutions,” said Andrew Cardno, CTO and Co-Founder of QCI. “We are seeing a clear validation of our business model across diverse markets, proving that our technology can adapt to regional needs while maintaining its core strength in data-driven decision-making. As we continue to grow, our focus remains on delivering unparalleled analytics that drive operational excellence.”

A key factor in QCI’s success has been the introduction of generative cognitive offloading, allowing operators to streamline complex decision-making by leveraging real-time data intelligence without the burden of manual query building. The Chatalytics™ graph and query builders have been particularly well received, providing a revolutionary way for operators to interact with their data using natural language and intuitive visualizations. This next-generation tooling ensures that decision-makers can effortlessly explore insights, refine queries, and drive actions with unprecedented speed and accuracy.

QCI’s expansion is bolstered by its strong partnerships, including Modulus, a leading international technology firm.

“This level of global adoption underscores the effectiveness of QCI’s platform in optimizing gaming and hospitality operations,” said Marc Attal, COO of Modulus. “We are excited to see QCI’s solutions enhancing data activation, operational efficiency, and customer engagement across multiple continents. The ability to offload complex analytical tasks onto generative cognitive models, coupled with Chatalytics’ intuitive graph and query builders, is transforming how operators interact with their data.”

With an increasing presence across North America, Europe, Asia, and beyond, QCI is at the forefront of innovation, empowering gaming and resort operators with generative cognitive offloading, intuitive query-building tools, and real-time data activation.

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Conferences

SOFTSWISS Invites Partners to ‘Grab Success’ Together at SiGMA Europe

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SOFTSWISS Invites Partners to ‘Grab Success’ Together at SiGMA Europe

 

SOFTSWISS, an international tech company with over 15 years of experience in iGaming, announces its participation in the SiGMA Europe Summit 2024. 

SiGMA Europe Summit will be held in Malta at the Malta Maritime Hub from 12 to 14 November. With 1,000 exhibitors, the event will host 27,000 delegates from the iGaming industry and beyond.

Creative Concept

After a resounding celebration of its Grand Anniversary in Portugal, SOFTSWISS is returning to Malta with the award-winning concept, ‘Grab Success in iGaming’. The campaign’s slogan fully reflects the industry’s rapidly evolving character. SOFTSWISS incorporated the Maltese crab, inspired by the region’s natural beauty, as a striking visual element in its marketing campaign. This creative approach was recognised and rewarded at the prestigious EGR Marketing and Innovation Awards 2024. 

Innovations 

During the SiGMA Europe Summit, SOFTSWISS will showcase three new innovative solutions alongside its other well-established products.  Recently launched products include the Lotto Software, the Retail Betting Solution, and the Horse Racing Module. Additionally, Affilka by SOFTSWISS’ team will reveal a new feature for its affiliate software – Geo-Distributed Redirect Application. 

Vitali Matsukevich, Chief Operating Officer at SOFTSWISS, shares: “Working at the heart of the industry, in Malta, for many years, SOFTSWISS see the SiGMA Europe Summit growing and constantly bringing together industry leaders, experts, and prominent players in the market. SOFTSWISS looks forward to meeting its partners and friends at the last big event of the year to finalise current projects and prepare a basis for next year’s collaborations”.

Public Speaking 

During the SiGMA Europe Summit, SOFTSWISS experts will also share their profound professional experience. Vitali Matsukevich will shed light on the important theme ‘How to choose a secure and safe crypto casino’ for those who want to learn more about selecting a trustworthy crypto casino by focusing on licensing, security, and spotting red flags.

Partners and potential clients can book a meeting with the SOFTSWISS team at the company’s stand 2145 via the link to discuss mutual projects and the newest iGaming trends.

 

About SOFTSWISS

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SOFTSWISS is an international technology company with over 15 years of experience in developing innovative solutions for the iGaming industry. SOFTSWISS holds a number of gaming licences and provides comprehensive software for managing iGaming projects. The company’s product portfolio includes the Online Casino Platform, the Game Aggregator with over 23,500 casino games, the Affilka Affiliate Platform, the Sportsbook software and the Jackpot Aggregator. In 2013, SOFTSWISS revolutionised the industry by introducing the world’s first Bitcoin-optimised online casino solution. The expert team, based in Malta, Poland, and Georgia, counts over 2,000 employees.

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