European Gaming Lawyer magazine Autumn 2016 | Page 34
operation, how professional the domain
names under which the igaming company
operates appear to be, how is it perceived
by the players (what do they talk about
on specialised blogs about the respective
company and its offer), how is it viewed
and talked about by the media, by their
competitors, how is their relationship with
the regulators, how active they are in/with
the professional associations etc.
On the compliance side the due diligence
process should have a granular approach,
territory by territory whilst keeping a
general oversight at group level. The seller
due diligence would thus look at standard
issues such as keeping the right licenses
and approvals, checking that all renewal
terms have not been missed, all taxes have
been paid, advertising campaigns have been
developed with care for both gambling legal
provisions but also consumer, advertising
and media laws etc.
Perhaps the most important part of the
homework to be done in an iGaming M&A
transaction – the implications on the target
business or the so merged business born
out of the transaction – should be looked
at. As such, in many if not all European
regulated jurisdictions, depending on the
way it is structured, a change of ownership
in an igaming company will need to be at
least notified to the relevant regulators,
even when performed at group level, if not
be subject to prior approval. Depending
on the size of the parties involved, the
transaction should be looked at and
potentially cleared from an anti-trust
perspective. Other restrictions on timing,
prior notification, public notice and even
restrictions on trading are imposed on
listed companies. Should there be any
change of control clauses in the material
contracts to the business, prior approval
from the said business partners should
be negotiated and obtained. Not to be
overlooked is the impact on the players,
from both an operational perspective but
also from a privacy point of view, where,
as a result of the transaction/merger,
34 | European Gaming