Artemis Strategic Investment Corp. (NASDAQ:ARTE) announced this morning that it has made several changes to its business combination agreement in connection to its proposed merger with global gaming company Logflex MT Holding Limited, doing business as Novibet.
On September 2, Artemis reduced the value of the closing consideration payable to Novibet from $625 million to $500 million. If redemptions are equal to or exceed 85% of the SPAC’s total public shares outstanding, then Novibet will be issued additional shares valued at $125 million.
The parties also reduced the minimum cash closing required to be available to Novibet. Artemis was originally required to hold $50 million in gross cash after payment to redeeming stockholders, but that has since been lowered to just $12.5 million in net cash after payment to redeeming stockholders and expenses.
Furthermore, Artemis and Novibet have also amended the earn-out structure and lockup agreement. In terms of the earn-out structure, it has been altered from a single tranche of earnout shares payable if a stock price target is met to dual tranches if certain operating targets based on net gaming revenue are met. The post-closing lockup on 30% of the ordinary shares to be issued to Novibet will be released.
The final amendment the parties made requires Novibet to pay a pre-closing dividend to its sole equity holder Komisium. The gaming company will have to pay €3,579,625, or $3,596,734.38, which was declared prior to March 30, 2022, but has not yet been paid or distributed. At Komisium’s election, the dividend may be paid through a non-interest bearing note with a maturity date as of the one year anniversary of the distribution date.
Artemis is financing the deal with $205 million from its current trust and is not currently incorporating a PIPE.
The SPAC initially announced the $696 million deal with Novibet earlier this year on March 30, 2022. The UK-based firm currently operates iGaming and online sports betting across four regulated European markets: Greece, Ireland, Italy, and Malta.
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