Gambling.com to acquire Odds Holdings for $80M upfront

Gambling.com (GAMB) announced it entered into a definitive agreement to acquire Odds Holdings, the parent company of OddsJam. Under the terms of the agreement, Odds Holdings stockholders will receive initial consideration of $80M and may receive up to an additional $80M based on Odds Holdings’ business performance through the end of 2026. Gambling.com Group’s acquisition of Odds Holdings further expands the company’s online gambling industry footprint, adding complementary recurring revenue from new and existing users and partners. The initial $80M purchase consideration will be comprised of $70M in cash and $10M in Gambling.com Group ordinary shares. The company expects to fund the $70M cash payment from borrowings under the company’s expanded credit facility, as described below. In order to fully achieve the additional $80M in contingent consideration, adjusted EBITDA derived from the Odds Holdings assets needs to at least double for the full year 2026 period compared to 2024. Entirely at the company’s discretion, Gambling.com Group has the ability to settle up to 50% of any of the contingent consideration payments in the company’s ordinary shares. In conjunction with the transaction, the company entered into a debt financing commitment letter with Wells Fargo Bank, National Association and Wells Fargo Securities, which have committed to arrange and provide a senior secured term loan and revolving credit facility of at least $100M pursuant to an amendment to its existing credit agreement.