Aristocrat Leisure Limited (ASX:ALL) entered into a definitive business combination agreement to acquire NeoGames S.A. (NasdaqGM:NGMS) for $1 billion on May 14, 2023. As per the transaction, Aristocrat Leisure Limited will pay $29.50 per share to the shareholders of NeoGames S.A. Under the terms of the Agreement, the Company agreed to transfer its statutory seat, registered office and seat of central administration (siège de l'administration centrale) from the Grand Duchy of Luxembourg to the Cayman Islands by way of continuation (the ?Continuation?) and as promptly practical, Merger Sub will be merged with and into the Company, which will be the surviving company and become a wholly owned indirect subsidiary of Aristocrat (the ?Merger?). The acquisition will be funded with existing cash. The transaction is expected to close within 12 months. In case of termination, NeoGames will pay $40,344,372.11 to Aristocrat Leisure Limited as a termination fee. On July 18, 2023, NeoGames? shareholders approved the Agreement and the Continuation, which will become effective subject to certain regulatory approvals. A second NeoGames shareholder vote to approve the Merger will take place immediately following the effectiveness of the Continuation during the first half of fiscal year 2024. Aristocrat and NeoGames are working together to progress the steps required to complete the proposed acquisition, which is expected to occur during the first half of fiscal year 2024. As of January 12, 2024, the transaction is expected to close in June 2024.The transaction is expected to be accretive to EPSA in the first full year of ownership with a broadly neutral impact on NPATA in FY24 after funding considerations. As of April 9, 2024, NeoGames S.A.'s announced an extraordinary general meeting of shareholders to be held on May 2, 2024, for a proposal for approval. The Board unanimously recommends that shareholders vote FOR each of the above Luxembourg Proposals. As of April 17, 2024, the transaction is expected to complete in second quarter of fiscal year 2024. As of April 18, 2024, received approvals required for completion. All necessary gaming regulatory pre approvals have been received or waived. All antitrust and foreign investment regulatory clearances have been received. The transaction is expected to complete on April 25, 2024. The Company will hold its Extraordinary General Meeting of Shareholders on April 25, 2024, Subject to the occurrence of the Re-Continuation Scenario, the Second Luxembourg Shareholder Meeting on or about May 2, 2024.

Max Seltzer, John Orem, Derek Herbert and Jonathan Abbey of Stifel Financial Corp. acted as financial advisor and provided the fairness opinion for $1 million as a fee, Joshua Kiernan, Josh Dubofsky and Leah Sauter, Nicholas DeNovio, Adam Kestenbaum, Krisa Benskin, Sarah Gagan, Rob Blamires, Gail Crawford, Danielle van der Merwe, Ian Connor and Les Carnegie, Jana Dammann, Wesley Lepla, Ruchi Gill and Peter Todaro, Nathan Seltzer and Jay Sadanandan of Latham & Watkins LLP and Gil White and Ron Ben-Menachem of Herzog Fox & Neeman acted as legal advisors, Morrow & Co., LLC acted as a proxy solicitor for $20,000 and American Stock Transfer & Trust Company, LLC acted as a transfer agent to NeoGames S.A. H-F & Co., Arendt & Medernach SA, Conyers Dill & Pearman (Cayman) Limited, Duane Morris LLP, Mishcon De Reya LLP and Joseph Halloum, Ethan Klingsberg, Paul Tiger, Lori Goodman, Joe Soltis, Mena Kaplan, Christine Lyon, Brock Dahl, Stephanie Brown Cripps, Kyle Lakin and Toby Bingley of Freshfields Bruckhaus Deringer US LLP acted as legal advisors for Aristocrat Leisure Limited. The Company has retained Morrow Sodali, LLC, a proxy solicitation firm, to solicit proxies in connection with the Cayman Shareholder Meeting.

Aristocrat Leisure Limited (ASX:ALL) completed the acquisition of NeoGames S.A. (NasdaqGM:NGMS) on April 25, 2024. Aristocrat Leisure confirms that all conditions and requirements for closing under its agreement to acquire Neo Group Ltd, formerly known as NeoGames S.A. (?NeoGames?) have been satisfied. The Acquisition was overwhelmingly supported by NeoGames shareholders at the second shareholder meeting, with the required majority voting in favour of all proposals relating to the Acquisition. As of last week the transaction has secured all the necessary gaming regulatory approvals. As a part of closing, Aristocrat?s Anaxi subsidiary will now merge with NeoGames and run as a single, integrated global business. This combined operation will run as Aristocrat Interactive, with Aristocrat saying this leverages the strength of its global brand. As for the management of Aristocrat Interactive, Moti Malul, formerly Chief Executive Officer of NeoGames, will lead the new business as Chief Executive Officer. He will report directly to Aristocrat Chief Executive Officer Croker and Mitchell Bowen, who had been leading Anaxi as its Chief Executive Officer, will now step down but still Bowen will continue to assist Aristocrat in an advisory capacity through to the end of the calendar year.