Novibet PLC cancelled the acquisition of Artemis Strategic Investment Corporation from a group of shareholders in a reverse merger transaction.
Novibet is expected to have approximately $135 million of unrestricted cash at closing (assuming no redemptions) as well as continued positive cash flow from existing operations to drive global expansion. The transaction will result in approximately $205 million of SPAC cash-in-trust (assuming no redemptions from Artemis stockholders). Following completion of the transaction, Novibet's ordinary shares will be listed on the Nasdaq Stock Market. Artemis founders and existing Novibet stakeholders will hold approximately 75% of the combined company at close. Novibet's shareholder will roll at least 92% of their equity into ordinary shares of the combined company. It is anticipated that, immediately following the business combination, Artemis's public stockholders will own approximately 25%, Artemis Sponsor, LLC and certain anchor investors in Artemis will own approximately 6% while Komisium will own approximately 69% of the outstanding ordinary shares of the combined company. Rodolfo Odoni, current owner of Novibet will be named Executive Chairman of Novibet's board, while George Athanasopoulos, Chief Executive Officer of Novibet, will remain Chief Executive Officer and a director. Artemis will appoint two representatives to the Novibet Board of Directors. In anticipation of the deal completing, Novibet has appointed Christoforos Bozatzidis to the newly created role of Chief Marketing Officer for international markets. In addition, Thomas Granite, who currently serves as Chief Financial Officer, treasurer and secretary of Artemis, has been appointed as Chief Financial Officer and treasurer of Novibet, effective upon completion of the merger. Samy David will serve as a director, as will Holly Gagnon, currently co-chief executive and chairperson of Artemis. Philip Kaplan, the co-chief executive and president of Artemis, will take the final director role on the board.
The closing is subject to certain customary conditions, including, among other things approval by Artemis' stockholders; the approval of the listing of the PubCo Ordinary shares to be issued to Artemis stockholders in connection with the business combination on the Nasdaq Stock Market subject to official notice of issuance; Artemis shall have delivered, or caused to be delivered an executed resignation letter from each director and officer of Artemis; the Registration Statement becoming effective; the accuracy of the representations and warranties, covenants and agreements of Novibet, Komisium, and Artemis, respectively; (the absence of any material adverse effect that is continuing with respect to Novibet, Komisium, and Artemis, respectively, between the date of the merger agreement and the date of the closing; the absence of any governmental order, statute, rule or regulation enjoining or prohibiting the consummation of the business combination; solely as a condition to Novibet's obligations to consummate the closing, there being a minimum cash of $50 million contained in the trust account maintained by Artemis (following any redemptions by Artermis's public stockholders), on Artemis' balance sheet and/or from the aggregate amount of gross proceeds from any subscription or investment agreement entered into by Novibet, or Artemis between the date of the merger agreement and closing and, the public warrants of Artemis to be assumed by PubCo in accordance with the merger agreement will have been approved for listing on Nasdaq, subject to official notice of issuance. The merger agreement has been unanimously approved by both Artemis' and Novibet's Board of Directors on March 28, 2022. The closing is expected to occur in the second half of 2022.
James Jian Hu, Gary Kashar, Elliott M. Smith, Sang I. Ji, Philip Broke, Ferdinand Mason and Alex Woodfield of White & Case LLP acted as legal advisors to Artemis and Wiggin LLP assisted with gaming regulatory legal advice to Artemis. Rajat R. Shah of Harris Beach PLLC acted as legal advisor to Novibet and Komisium Limited. Oakvale Capital LLP acted as exclusive financial advisor to Novibet. Barclays Capital Inc. acted as exclusive financial and capital markets advisor to Artemis. Continental Stock Transfer & Trust Company is the transfer agent to Artemis. Barclays will receive a fee of $3 million for its services. Alliance Advisors, LLC acted as proxy solicitor to Artemis. Artemis retained Kyriakides Georgopoulos to serve as Greek legal counsel and conduct legal due diligence on Novibet's Greek operations. Artemis retained KPMG US LLP to conduct financial and tax due diligence on Novibet. Wiggin LLP, White & Case LLP and Barclays Capital Inc. also acted as due diligence providers to Artemis.
Novibet PLC cancelled the acquisition of Artemis Strategic Investment Corporation (NasdaqGM:ARTE) from a group of shareholders in a reverse merger transaction on June 2, 2023. On June 2, 2023, Artemis informed Novibet, Komisium and the other parties to the Merger Agreement of its decision to terminate the Merger Agreement, with immediate effect. The termination was made pursuant to Section 11.1(b) of the Merger Agreement, which permits such termination if the transactions contemplated by the Merger Agreement have not been consummated by December 30, 2022.