Gambling.com Group (Nasdaq GAMB), a rapidly-growing provider digital marketing services to the global online gaming industry, announced that it had entered into an agreement with Odds Holdings, Inc., parent company of OddsJam. Odds Holdings shareholders will receive an initial $80m and up to another $80m based on Odds Holdings business performance until the end of 2026.

Odds Holdings offers a variety of services for both consumers and enterprises, powered by the latest technology. Gambling.com Group claims that the odds platform it uses is the most advanced in the industry and provides data with the least latency. The platform was built to scale. It processes on average more than one million requests per minute and over a terabyte of data every day across almost 300 sportsbooks. OddsJam, the flagship brand of Odds Holdings, provides premium real-time betting odds to help sports bettors make informed bets via a website and mobile app. Odds Holdings, a separate company, also offers enterprise clients low-latency, comprehensive odds information for a range of sports betting applications.

Closing will be expected on January 1, 2025, subject to the usual closing conditions. The transaction is expected to immediately improve the operating results of Gambling.com Group upon closing. Odds Holdings anticipates revenue and adjusted EBITDA ⁽¹⁾ for 2024 of approximately $26 and $12 million. Gambling.com Group anticipates that, under its management, Adjusted EBITDA ⁽¹⁾ from Odds Holdings’ assets will increase by at least 20 percent in 2025. Gambling.com Group will take on the Odds Holdings Team, which includes OddsJam’s founders Ankit and Alex Monahan, as well as Matt Restivo as CEO.

Strategic and Financial Rationale

Charles Gillespie, co-founder of Gambling.com Group and CEO , said: “The accretive purchase of Odds Holdings provides Gambling.com Group additional, recurring revenues streams that are independent from our market-leading affiliate business in online gambling. This is consistent with our strategy of expanding our footprint in the industry.” We are excited to welcome Odds Holdings to Gambling.com Group, as we work to achieve our goal of $100 Million in Adjusted EBITDA. The talented team at Odds Holdings has built not only a cutting-edge odds technology platform but also multiple distinct products based on that platform with a very clear fit between product and market. Odds Holdings provides Gambling.com Group with a suite new enterprise products, while OddsJam brings an energetic and passionate new audience of consumers to the Group.

We have consistently improved our financial performance by achieving the majority of our growth organically. The acquisitions of RotoWire BonusFinder, and Freebets.com proved that we could leverage our free cash flow in order to identify, acquire, and accelerate growth. This created value for our investors while also prudently managing the capital structure and our balance sheet.

Matt Restivo, CEO of Odds Holdings said: “Combining forces with a leader in global online gambling like Gambling.com Group was a natural next step.” By leveraging Gambling.com Group’s expertise, innovations and resources, we will be optimally placed to scale our technology, and data-driven insight, to reach even more online bettors. This includes beyond the North American Market. The OddsJam co-founders Ankit Monahan and Alex Goyal are looking forward to collaborating with Gambling.com Group’s founders Charles and Kevin, and their team, to build a stronger connection with their customers and enhance their online gaming experiences.

Proposed transaction structure & expansion of credit facility

The initial purchase consideration of $80 million will consist of $70 in cash and 10 in Gambling.com Group ordinary share. The Company will fund the $70,000,000 cash payment through borrowings from the expanded credit facility of the Company, as outlined below. To receive the $80 million additional contingent consideration, the adjusted EBITDA from Odds Holdings’ assets must at least double in 2026 compared to the 2024 period. Gambling.com Group can settle 50% of contingent consideration payments using ordinary shares at its discretion.

As part of the transaction, Wells Fargo Bank, National Association, and Wells Fargo Securities, LLC have entered into a commitment letter to provide a senior secured revolving loan facility and term loan in the amount of $100 million, pursuant to a modification to the existing credit agreement.

White & Case LLP acted as Gambling.com Group’s legal counsel in connection with the proposed deal. Oakvale Capital LLP acts as the sell-side advisor, and Cruz-Abrams Seigel LLC as legal counsel for Odds Holdings.