Evolution Recommends Rejection of Candle Lake Takeover Offer

Sweden.- 25 August 2026 | www.zonadeazar.com Evolution AB’s board has recommended that shareholders reject Candle Lake Limited’s mandatory public cash offer for all Evolution shares it does not already control.

The proposal values each share at SEK695, but the board has concluded that the price does not reflect Evolution’s fair market value.

Mandatory Takeover Offer

Candle Lake Limited is an investment vehicle controlled by Kenneth Dart.

The company crossed Sweden’s 30% ownership threshold in July, triggering a mandatory takeover bid under Swedish takeover legislation.

On 24 July, Candle Lake announced that its direct holding had reached approximately 30.02% of Evolution’s shares and votes.

Its direct ownership subsequently increased to around 31.56%.

SEK695 Per Share

Candle Lake formally launched its offer on 13 August.

The proposal values Evolution shares at SEK695 in cash each.

Based on the company’s outstanding shares, the offer values Evolution at approximately SEK131.7 billion.

For shareholders not already controlled by Candle Lake, the remaining offer is worth approximately SEK90.1 billion.

Board Says Price Is Too Low

Evolution’s board assessed the proposal against several factors, including:

  • Current share price.
  • Strategic position.
  • Financial position.
  • Expected future development.
  • Growth opportunities.
  • Associated risks.

It concluded that the offer does not adequately represent Evolution’s fair market value.

The difference between Candle Lake’s price and the company’s more recent market valuation was a central consideration.

Offer Trades at a Discount

The SEK695 offer price matched Evolution’s closing share price on 24 July, immediately before Candle Lake announced that it was required to make a mandatory offer.

It also represented:

  • Approximately 1.6% premium to the 20-day volume-weighted average price up to 24 July.
  • Approximately 5.7% discount to Evolution’s SEK737.2 closing price on 12 August.
  • Approximately 3.3% discount to the 20-day volume-weighted average price up to 12 August.

When the board recommendation was published, Evolution shares were trading at approximately SEK824.20.

No Major Operational Changes Planned

Evolution also noted that Candle Lake has said the offer is primarily being made to fulfil its legal obligation rather than as part of an immediate plan to acquire the entire company.

Candle Lake currently says it does not intend to make material changes to:

  • Evolution’s operations.
  • General strategy.
  • Operating locations.
  • Management.
  • Workforce.
  • Employment conditions.

The board said it has no reason to take a different view.

Potential Nasdaq Stockholm Delisting

The situation could change if Candle Lake gains more than 90% of Evolution’s shares.

If that threshold is reached, Candle Lake has said it would seek to delist Evolution from Nasdaq Stockholm and take the business private.

For now, the board is advising shareholders to retain their shares and reject the offer.

Offer Timetable

The acceptance period began on 17 August 2026 and is currently expected to close around 15 September.

If the transaction proceeds under the existing timetable, settlement could begin on 23 September.

Completion is principally conditional on any required regulatory approvals, although Candle Lake currently believes the customary clearances have already been obtained.

Corporate Context

Evolution is navigating a period of significant corporate activity.

In July, the company terminated its planned acquisition of Galaxy Gaming after the closing deadline expired on the approximately USD85 million transaction.

It also recently agreed a £4.75 million settlement with the UK Gambling Commission following deficiencies relating to AML and customer due-diligence controls.

The Candle Lake offer therefore adds another major strategic development for one of the international online casino industry’s largest B2B suppliers.

Next Steps or Impact

The outcome will depend on how many shareholders accept Candle Lake’s proposal before the acceptance period closes.

The board’s recommendation represents a significant obstacle to any attempt by Candle Lake to materially increase its control of Evolution.

If the investor remains below 90%, Evolution is expected to continue trading on Nasdaq Stockholm under its existing structure.

If Candle Lake exceeds that threshold, a process to delist the company and take it private could follow.

Editó: @fonta

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