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PlayUp Limited to Become a Publicly Traded Company Through Business Combination with IG Acquisition Corp. (IGAC)

September 22, 2022 7:08 AM EDT

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PlayUp Limited, a global online betting operator (“PlayUp”), and IG Acquisition Corp. (NASDAQ: IGAC), a publicly-traded special purpose acquisition company, today announced that they have entered into a business combination agreement and accompanying scheme implementation deed pursuant to which PlayUp will list on the NASDAQ via a newly-formed Irish company (“Parent”). The transaction values PlayUp at $350 million. The transaction is expected to close in the first quarter of 2023 subject to the satisfaction of customary closing conditions.

Founded in 2014, PlayUp is a global sports, entertainment and betting operator
that develops its own proprietary technology to power its brand and offering.
The overall betting sector has grown at an unprecedented rate in the last few
years due to updated legislation and consumers broadening their adoption of
betting online.

IGAC believes PlayUp is uniquely positioned to build the first fully
integrated technology platform where consumers can engage in broad forms of
betting — daily fantasy, sports betting, slots, table games, casino games,
Esports, lottery, sweepstakes and more — from one platform, one account, one
digital wallet, anywhere in the world where it’s legal. PlayUp’s gross revenue
has grown 56% YoY (FY21/22)^1.

After almost two years of looking at a vast number of industry players, the
IGAC team concluded that PlayUp was the company most likely to succeed over
the long term. Given that the hardest part of establishing a global betting
product is regulation and licensing, IGAC believes that its principals’
expertise in shaping regulation, combined with PlayUp’s proprietary and
advanced platform, creates a compelling partnership.

“Currently, there is no platform that allows consumers to access every type of
betting product through one single sign on. Generally, industry competitors
have chosen to focus on one product or another. IGAC and PlayUp have the same
shared vision: to bring the global online betting industry the most
comprehensive suite of traditional and innovative betting products from all
over the globe together into one app. The transaction is expected to provide
PlayUp with access to fresh capital to continue expanding its vision of a true
single destination for the future of online betting,” said Christian Goode,
Chief Executive Officer of IGAC.

“PlayUp believes this transaction will enable us to continue investing in our
proprietary technology and deliver on our aspirations to be the unrivaled
entertainment and betting platform of the future. We envision a world where
our players can enhance their experience betting on the products they already
love plus interact with the next generation of immersive betting products that
embrace newer technologies such as AR and VR,” said Daniel Simic, CEO of
PlayUp Limited.

As part of the transaction, Daniel Simic will retain the title of Global CEO
of the combined company. Industry veterans Bradley Tusk, Chairman of IGAC, and
Christian Goode, Chief Executive Officer of IGAC, will join the new combined
company. Tusk will become Chairman of the combined company’s Board and Goode
will serve as President of PlayUp’s U.S. business. The IGAC team brings
decades of expertise to launch in new U.S. markets and provide consumers with
a platform that offers digital experiences in all forms of online betting.

“We are excited about this transaction because we believe PlayUp is the
closest to achieving our shared vision for the future of online betting – a
platform that offers consumers any type of digital betting they want, from one
app and one digital wallet, anywhere in the world where it's legal,” said
Bradley Tusk, Chairman of IGAC.

PlayUp holds online betting licenses in multiple jurisdictions and currently
operates in Australia, New Zealand, India and several regulated states in the
U.S. PlayUp intends to continue to aggressively pursue its expansion strategy
in the U.S. and around the globe.

Transaction Overview

The transaction values PlayUp at $350 million at closing.

The transaction was unanimously approved by the IGAC board of directors and
unanimously approved by the board of directors of PlayUp. The transaction is
expected to close in the first quarter of 2023, subject to the satisfaction of
customary closing conditions, including the approval of the shareholders of
PlayUp Limited and the stockholders of IGAC, regulatory approvals (including
in Australia, New Jersey and Colorado), Australian court approval and an
independent expert confirming that the transaction is in the best interest of
PlayUp’s shareholders.

Concurrent with the signing of the business combination agreement, Parent has
entered into a $70 million standby equity purchase agreement with YA II PN,
Ltd., a fund managed by Yorkville Advisors Global, LP, to provide additional
liquidity to the combined company following the closing of the transaction,
subject to customary conditions for facilities of this type.

^ 1Based on the 12 months to 30 June 2022 unaudited management accounts for
PlayUp, compared against PlayUp’s audited statutory accounts for the prior
corresponding period.

Advisors

● Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as legal counsel to
IG Acquisition Corp. Richards, Layton & Finger, PA is acting as special
Delaware counsel to IG Acquisition Corp.

● DLA Piper is acting as legal counsel and Innovation Capital, LLC is acting
as financial advisor to PlayUp.

About PlayUp Limited

PlayUp is a next generation entertainment and technology group that enriches
the lives of people through entertaining, rewarding, and responsible online
betting. We develop innovative betting technologies in-house to power our
brands and deliver world-class user experiences. Our energies are focused on
fulfilling the needs of dedicated and passionate users who seek a deeper
connection to the games they play.

About IGAC

IG Acquisition Corp. (Nasdaq: IGAC) is a special purpose acquisition company
formed and led by Chairman Bradley Tusk, Chief Executive Officer Christian
Goode and Chief Financial Officer Edward Farrell. IG Acquisition Corp.
completed its initial public offering in October 2020, raising approximately
$300 million in cash proceeds for the purpose of effecting a merger, capital
stock exchange, asset acquisition, stock purchase, reorganization or similar
business combination with one or more businesses.

About PlayUp Limited PlayUp is a next generation entertainment and technology
group that enriches the lives of people through entertaining, rewarding, and
responsible online betting. We develop innovative betting technologies
in-house to power our brands and deliver world-class user experiences. Our
energies are focused on fulfilling the needs of dedicated and passionate users
who seek a deeper connection to the games they play. About IGAC IG Acquisition
Corp. (Nasdaq: IGAC) is a special purpose acquisition company (“SPAC”) formed
and led by Chairman Bradley Tusk, Chief Executive Officer Christian Goode and
Chief Financial Officer Edward Farrell. IG Acquisition Corp. completed its
initial public offering in October 2020, raising approximately $300 million in
cash proceeds for the purpose of effecting a merger, capital stock exchange,
asset acquisition, stock purchase, reorganization or similar business
combination with one or more businesses.



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