Candle Lake Limited has initiated a mandatory cash offer for Evolution AB, valuing the live casino supplier at about €11.94 billion following its acquisition of a stake exceeding Sweden's mandatory takeover threshold. The offer is set at €63.02 per share, which follows Candle Lake's securing of over 30% of Evolution's outstanding shares. While this bid meets the regulatory requirement for a mandatory offer, Candle Lake clarified that it does not aim to gain full control of Evolution.
Under Swedish takeover laws, acquiring more than 30% of a listed company's voting rights necessitates an offer to all remaining shareholders. Candle Lake crossed this threshold on July 24 by purchasing 2.05 million shares, raising its ownership to 30.02%. Subsequently, its holdings have increased to 59.8 million shares, equating to 31.56% of Evolution's issued share capital. Additionally, Candle Lake has economic exposure to 4.04 million shares via cash-settled total return swaps, bringing its total financial exposure to roughly 32.04%.
The €63.02 offer values Evolution's 189.4 million outstanding shares at approximately €11.94 billion. This proposal encompasses the 129.6 million shares not already owned by Candle Lake or its affiliates and represents a transaction value of around €8.17 billion. The offer aligns with Evolution's share price on July 24, when the mandatory bid was triggered, although it reflects a 5.7% discount compared to Evolution's closing price on August 12 and is 3.3% below the latest 20-day volume-weighted average price.
Candle Lake stressed that the bid is a regulatory obligation and not an intention to acquire all of Evolution’s outstanding shares. The company indicated it does not currently plan to make any significant changes to Evolution’s operations, management, workforce, or business locations. However, if Candle Lake's ownership exceeds 90%, it would commence compulsory acquisition proceedings and pursue delisting Evolution from Nasdaq Stockholm.
The offer document was approved by the Swedish Financial Supervisory Authority and released on August 14. The acceptance period runs from August 17 to September 15, with settlements expected to commence around September 23. Candle Lake reported that the offer is fully financed and that all necessary regulatory approvals have already been secured.
This mandatory offer follows shortly after Evolution announced its second-quarter 2026 financial results, reporting net revenue of €517.8 million, a decline of 1.2% year-on-year, although revenue grew by approximately 2.4% on a constant-currency basis. The quarterly EBITDA reached €341.0 million, reflecting a margin of 65.9%, with a net profit of €251.4 million. Management also noted improving trading conditions in Europe, with revenue experiencing sequential growth, alongside ongoing cost management and cash generation efforts. While this offer represents a pivotal moment in Evolution's ownership landscape, Candle Lake has reiterated its position that its investment is financial and not intended as a precursor to a complete takeover.
