The board of directors of Evolution AB (publ) ("Evolution" or the "Company") recommends the shareholders in Evolution to not accept the public cash offer of SEK 695 per share in Evolution submitted by Candle Lake Limited (the "Offeror" or "Candle Lake") on 13 August 2026.
Background
This statement is made by the board of directors of Evolution in accordance with Rule II.19 of the Takeover Rules for regulated markets adopted by the Swedish Stock Market Self-Regulation Committee and issued on 1 July 2025 (the "Takeover Rules").
On 24 July 2026, Candle Lake announced that it had attained a direct holding of approximately 30.02 percent of the total number of shares and votes in Evolution, which meant that Candle Lake exceeded the mandatory bid threshold pursuant to Chapter 3, Section 1 of the Swedish Act on Public Takeovers on the Stock Market (Sw. lagen (2006:451) om offentliga uppköpserbjudanden på aktiemarknaden).
The board of directors' evaluation of the Offer
On 13 August 2026, Candle Lake made a mandatory offer (the "Offer") to the shareholders of Evolution at a price of SEK 695 per share, payable in cash. Candle Lake further published an offer document on 14 August 2026. The acceptance period in the Offer commenced on 17 August 2026 and is expected to end on or around 15 September 2026.
According to the press release announcing the Offer, the price offered for the shares in Evolution corresponds to:
· the closing share price of SEK 695 on 24 July 2026 (the last day of trading prior to Candle Lake's announcement of its obligation to launch the mandatory takeover offer);
· a premium of approximately 1.6 percent compared to the volume-weighted average trading price of SEK 683.8 during the period of 20 trading days up to and including 24 July 2026 (the last day of trading prior to Candle Lake's announcement of its obligation to launch the mandatory takeover offer);
· a discount of approximately 5.7 percent compared to the closing share price of SEK 737.2 on 12 August 2026 (the last day of trading prior to the announcement of the Offer); and
· a discount of approximately 3.3 percent compared to the volume-weighted average trading price of SEK 718.8 during the period of 20 trading days up to and including 12 August 2026 (the last day of trading prior to the announcement of the Offer).
The completion of the Offer is solely conditional upon receipt of all necessary (if applicable) regulatory, governmental or similar clearances, approvals, decisions and other actions from authorities or similar, in each case on terms which, in Candle Lake's opinion, are acceptable. It is, however, Candle Lake's current assessment that all customary regulatory clearances required for the Offer have already been received, even though this assessment may be affected by the number of acceptances received in the Offer. It is Candle Lake's current assessment that it will, from the perspective of applicable regulatory clearances, be possible to complete the Offer following the end of the acceptance period without any extension of the acceptance period.
For further information regarding the Offer, please refer to Candle Lake's press release and the offer document available on www.gaming-offer.com.
Recommendation of the board of directors
The board of directors has evaluated the Offer in accordance with the Takeover Rules. The board of directors' opinion of the Offer is based on an assessment of a number of factors that the board has considered relevant. These factors include, but are not limited to, the current price of Evolution's shares, Evolution's strategic and financial position, and Evolution's expected future development and the opportunities and risks related thereto.
The board of directors also notes that Candle Lake has expressed that the Offer is not motivated by any intention to acquire all outstanding shares in Evolution and that the Offer is made pursuant to Candle Lake's mandatory offer obligation.
Based on its assessment, and in light of the discount in Offer compared to the Company's current share price, the board of directors considers that the Offer does not reflect the fair market value of Evolution.
In view of the above, the board of directors recommends the shareholders to not accept the Offer.
Impact on the Company and its employees
The board of directors further notes that Candle Lake has stated that its plans for the future business and general strategy of Evolution, following the Offer, do not currently include any material changes with regard to Evolution's future operations. Candle Lake has also stated that it has no plans to implement any material changes with regard to Evolution's operational sites or Evolution's management and employees, including their terms of employment.
The board of directors assumes that this is correct and has no reason to take a different view in any relevant respect.
Governing law
Swedish law applies to this statement, and the statement shall be construed accordingly. Disputes arising pursuant to this statement are to be settled exclusively by Swedish courts.
Advisors
The board of directors has appointed Gernandt & Danielsson Advokatbyrå as legal advisors in connection with the Offer.
Evolution AB (publ)
The board of directors
For further information, please contact:
Joakim Andersson, CFO, ir@evolution.com
The information was submitted for publication in accordance with the Takeover Rules, through the agency of the contact persons set out above, 2026-08-24, 09:00 CEST.
About Us
Evolution AB (publ) ("Evolution") develops, produces, markets and licenses fully integrated B2B Online Casino solutions to gaming operators. Since its inception in 2006, Evolution has developed into a leading B2B provider with 870 operators among its customers. The group currently employs ~22,900 people in studios across Europe, Asia, North and South America. The parent company is based in Sweden and listed on Nasdaq Stockholm with the ticker EVO. Visit www.evolution.com for more information. Evolution is licensed and regulated by the Malta Gaming Authority under license MGA/B2B/187/2010. Evolution is also licensed and regulated in many other jurisdictions such as the United Kingdom, Belgium, Canada, Romania, South Africa, and others.
