Evolution’s board has recommended that shareholders reject Candle Lake Limited’s mandatory cash offer of SEK695 per share, which values the company at approximately SEK131.7bn. The board concluded that the proposal undervalues Evolution after reviewing its share price, financial position, strategy and future prospects. The acceptance period began on 17 August and is expected to end on or around 15 September 2026.
Evolution’s directors unanimously recommend that shareholders do not accept the SEK695-per-share offer.
The offer price was 5.7% below Evolution’s closing price on 12 August, the final trading day before the offer was announced.
Candle Lake launched the bid after its direct holding crossed Sweden’s 30% mandatory-offer threshold.
The investor has stated that it does not intend to acquire all outstanding shares or make material operational changes.
With no minimum acceptance threshold, the offer may proceed even if shareholder participation is limited.
The level of shareholder acceptance will determine how far Candle Lake increases its existing position.
In its official statement, Evolution said the offer price does not reflect the company’s fair market value. The board considered its current share price, strategic and financial position, expected development and related opportunities and risks.
The recommendation is the latest development in Candle Lake’s SEK131.7bn mandatory offer for Evolution. The SEK695 price matched Evolution’s closing share price on 24 July, immediately before Candle Lake disclosed that it had crossed the mandatory-bid threshold. It also represented a 1.6% premium to the SEK683.80 volume-weighted average price recorded over the preceding 20 trading days.
However, the offer was 5.7% below Evolution’s SEK737.20 closing price on 12 August and 3.3% below the SEK718.80 volume-weighted average for the 20 trading days ending on that date. The board cited the discount to the prevailing market price as a central reason for its recommendation.
Candle Lake became obligated to make the offer after its direct holding reached approximately 30.02% of Evolution’s shares and voting rights on 24 July. Crossing that level triggered Sweden’s mandatory-bid requirement for companies traded on regulated markets.
Unlike FEG’s controlling acquisition of TOPsport, the Evolution proposal did not originate from a negotiated agreement designed to support an operational or regional expansion strategy. Candle Lake has described its holding as a long-term financial investment and said the mandatory offer is not motivated by an intention to acquire the entire company.
Evolution’s board also noted that Candle Lake does not currently plan material changes to the supplier’s operations, strategy, management, workforce, employment terms or operating locations. The directors said they had no reason to take a different view of those statements.
Candle Lake formally announced the SEK695-per-share proposal on 13 August and published the offer document the following day. Completion is conditional on any necessary regulatory, governmental or similar clearances. Candle Lake believes the customary approvals required for the offer have already been obtained, although that assessment could be affected by the eventual level of shareholder acceptance.
The dispute also places Evolution’s valuation within a wider investor debate around publicly traded gambling companies. Recent data tracking weekly share-price movements across the gaming sector showed mixed performance among listed operators and suppliers during the period ending 21 August.
Evolution shareholders may accept or reject the proposal until approximately 15 September. Candle Lake has not imposed a minimum acceptance condition, meaning the final increase in its ownership position will depend on how many investors tender their shares despite the board’s recommendation.
