Item 1.01. Entry into a Material Definitive Agreement.
Amendment No. 1 to the Merger Agreement
As previously disclosed, on March 30, 2022, Artemis Strategic Investment
Corporation, a Delaware corporation ("Artemis," "we," "us," "our" or the
"Company"), entered into an agreement and plan of reorganization, with Komisium
Limited, a private company limited by shares incorporated under the laws of
Cyprus and the sole equityholder of Novibet ("Komisium"), Logflex MT Holding
Limited, a limited liability company organized under the laws of Malta with
company registration number C 77769 and having its registered office at 170,
Pater House, Level 1 (Suite A191), Psaila Street, Birkirkara, BKR 9077, Malta
and a direct, wholly-owned subsidiary of Komisium ("Novibet"), Novibet PLC, a
United Kingdom public limited company, and a direct, wholly-owned subsidiary of
Komisium ("PubCo"), and Novibet Merger Sub Inc., a Delaware corporation and a
direct, wholly-owned subsidiary of PubCo ("Merger Sub") (the "Merger
Agreement"). The Merger Agreement and the transactions contemplated thereby (the
"Business Combination") were unanimously approved by Artemis' board of directors
on March 28, 2022.
On September 2, 2022, the parties to the Merger Agreement entered into Amendment
No. 1 to the Merger Agreement (the "Amendment"). The Amendment amends the Merger
Agreement and certain related agreements to, among other things:
• reduce the value of the closing consideration payable to Komisium in the
transaction from $625,000,000 to $500,000,000; provided that if redemptions are
equal to or exceed 85% of Artemis' total public shares outstanding, then
Komisium will be issued additional share consideration valued at $125,000,000;
• reduce the amount of cash required to be available to Novibet at the closing of
the Business Combination from $50,000,000 in gross cash after payment to
redeeming stockholders to $12,500,000 in net cash after payment to redeeming
stockholders and transaction expenses;
• alter the earn-out structure from a single tranche of earnout shares payable if
a stock price target is met to dual tranches payable if certain operating
targets based on Net Gaming Revenue are met;
• release the post-closing lockup on 30% of the ordinary shares of PubCo (the
"PubCo Ordinary Shares") to be issued to Komisium in the Business Combination;
and
• allow Novibet to pay a pre-closing dividend to Komisium in the amount of
€3,579,625, which was declared prior to March 30, 2022 but has not yet been
paid or distributed; provided, that at Komisium's election, such dividend may
be paid through a non-interest bearing note with a maturity date as of the one
year anniversary of the distribution date.
The foregoing description of the Amendment does not purport to be complete and
is qualified in its entirety by the terms of the Amendment, a copy of which is
attached as Exhibit 2.1 hereto and is incorporated by reference herein.
Important Information About the Proposed Business Combination and Where to Find
It
In connection with the proposed Business Combination, Artemis, Novibet, and
PubCo intend to prepare, and PubCo intends to file with the SEC a registration
statement on Form F-4 (the "Registration Statement"), which will contain the
proxy statement of Artemis and the prospectus of PubCo (as amended or
supplemented from time to time, the "Proxy Statement/Prospectus"), one or more
amendments to the Registration Statement, and, after the Registration Statement
is declared effective, Artemis will mail the definitive Proxy
Statement/Prospectus included therein to the holders of Artemis's common stock
in connection with Artemis's solicitation of proxies for the vote by Artemis
stockholders with respect to the Business Combination and other matters
described in the Registration Statement. Artemis urges its stockholders and
other interested persons to read, when available, the Registration Statement,
the amendments thereto, and the documents incorporated by reference therein, as
well as other documents filed by Artemis and PubCo with the SEC in connection
with the Business Combination, as these materials will contain important
information about Artemis, Novibet, and the Business Combination. Stockholders
of Artemis will also be able to obtain copies of such documents, when available,
free of charge through the website maintained by the SEC at www.sec.gov or by
directing a written request to Artemis Strategic Investment Corporation, 3310
East Corona Avenue, Phoenix, AZ 85040.
Participants in the Solicitation
Under SEC rules, Artemis, Novibet, PubCo, and its and their respective officers
and directors may be deemed to be participants in the solicitation of Artemis's
stockholders in connection with the Business Combination. Stockholders of
Artemis may obtain more detailed information regarding the names, affiliations,
and interests of Artemis's directors and officers in Artemis's final prospectus
for its initial public offering, filed with the SEC on October 1, 2021 (the "IPO
Prospectus"), and the Registration Statement, when available. The interests of
Artemis's directors, officers, and others in the Business Combination may, in
some cases, be different than those of Artemis's stockholders generally.
Information about such interests will be set forth in the Registration Statement
when it becomes available. You may obtain free copies of these documents as
described in the preceding paragraph.
Forward-Looking Statements
This Current Report on Form 8-K and the exhibits hereto include historical
information as well as "forward-looking statements" within the meaning of the
"safe harbor" provisions of the Private Securities Litigation Reform Act of
1995. These forward-looking statements are included throughout this Current
Report on Form 8-K and the exhibits hereto and relate to matters such as the
future results of operations and financial position of PubCo and its
subsidiaries; planned products and services; Novibet's business strategy,
including Novibet's planned launch in the United States and North America;
objectives of Novibet's management for future operations; market size and
potential growth opportunities; competitive position; expectations and timings
related to commercial launches; potential benefits of the proposed Business
Combination; and technological and market trends and other future conditions.
Words such as "expect," "estimate," "project," "budget," "forecast," "future,"
"anticipate," "assume," "intend," "plan," "may," "will," "could," "should,"
"would," "believes," "predicts," "potential," "strategy," "opportunity,"
"continue," and similar expressions are intended to identify such
forward-looking statements. Accordingly, such forward-looking statements are not
guarantees and are subject to inherent risks, uncertainties, and changes in
circumstance that are difficult to predict and may be outside of PubCo's,
Artemis's and Novibet's control. PubCo's, Artemis's and Novibet's actual results
may differ materially from their expectations, estimates and projections due to
a variety of factors and consequently, you should not place undue reliance on
these forward-looking statements as predictions of future events. Although it is
impossible to identify all factors that may cause such differences, they
include, but are not limited to: (1) the level of redemptions by Artemis's
shareholders in connection with the Business Combination and the outcome of any
legal proceedings that may be instituted against Artemis or Novibet following
the announcement of the Business Combination; (2) the inability to complete the
Business Combination; (3) delays in obtaining, adverse conditions contained in,
or the inability to obtain any necessary regulatory approvals or complete
regulatory reviews required to complete the Business Combination; (4) the risk
that the Business Combination disrupts current plans and operations of Novibet
as a result of the announcement and consummation of the Business Combination;
(5) the inability to recognize the anticipated benefits of the Business
Combination, which may be affected by, among other things, competition, the
ability of the combined company to grow and manage growth profitably, maintain
relationships with customers and suppliers and retain its key employees;
(6) costs related to the Business Combination; (7) changes in laws or
regulations applicable to Novibet's business and Novibet's ability to comply
with such laws and regulations; (8) the possibility that PubCo may be adversely
affected by other economic, business, and/or competitive factors; (9) the impact
of the global COVID-19 pandemic on Novibet's business; (10) the risk factors
which will be set forth under the heading "Risk Factors" in the Registration
Statement; and (11) the risks and uncertainties described in the "Risk Factors"
section of Artemis's IPO Prospectus and Artemis's and PubCo's subsequent filings
with the SEC.
The foregoing list of factors is not exclusive. There may be additional risks
that Artemis and Novibet do not presently know or that they currently believe
are immaterial that could cause actual results to differ materially from those
contained in the forward-looking statements. All information set forth herein
speaks only as of the date hereof in the case of information about Artemis and
Novibet or the date of such information in the case of information from persons
other than Artemis and Novibet, and PubCo, Artemis and Novibet expressly
disclaim any intention or obligation to update any forward-looking statements as
a result of developments occurring after the date of this Current Report on
Form 8-K or to reflect any changes in their expectations or any change in
events, conditions or circumstances on which any statement is based.
No Offer or Solicitation
This Current Report on Form 8-K and the exhibits hereto are for informational
purposes only and shall neither constitute an offer to sell nor the solicitation
of an offer to buy any securities, nor a solicitation of a proxy, vote, consent
or approval in any jurisdiction in connection with the Business Combination, nor
shall there be any sale of securities in any jurisdiction in which the offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such jurisdictions. No offering
of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act, or an exemption therefrom.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
2.1 Amendment No. 1, dated September 2, 2022, to the Agreement and
Plan of Reorganization, dated as of March 30, 2022, by and among
Artemis Strategic Investment Corporation, Komisium Limited, Logflex
MT Holding Limited, Novibet PLC, and Novibet Merger Sub Inc.
104 Cover Page Interactive Data File (formatted as inline XBRL and
contained in Exhibit 101)
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