MERGERS AND ACQUISITIONS
the local requirements and be able to provide promptly all the required documentation. The most invasive one concerns the Mafia because it does not refer only to the owner or the principal of the company, but also to his family and relatives. So there is a lot of personal data, to be collected. If you are planning to enter the Italian market and there is not a matter of high confidentiality, the most reasonable advice is to start with the regulator, to explain your ownership structure in advance. The administrative authority can take a long time, ask for documents, for additional information. It takes a long time. So if you are dealing with Italy, you should consider that the most visible approach is to have a transparent and cooperative approach with the regulator.
I’m not a lawyer, so you’re getting more of a layman’s perspective but I have been involved in a lot of transactions in the gambling space over the years. A lot of the problem solving happens very early on in the process. It starts with the legal, regulatory due diligence even during the negotiation of the deal. Most of it is dealt with commercially in the term sheets and SPA. So you don’t get many situations where suddenly a transaction is derailed because they couldn’t get regulatory approval. And that’s because you do a good up front, with regulators, finding creative solutions, practical solutions. It’s very much about constantly looking at the topics different lenses, you’re looking through the lens of a regulator, Then you’re looking through the lens of the offshore regulator with completely different levels of probity and rules, regulations, reporting standards. Then you have to look through the lens of the financial regulator and that follows a completely different set of rules. So it’s constantly going through that process and ironing out the issues that arise. I think that’s the best way to describe it. I start from a business-focused perspective, and in that, I don’t know that you can ever be truly certain. One recent transaction that I found very interesting was Flutters investment into NSX in Brazil, in effectively a pre regulated market that is just starting to exist now, it hasn’t been enforced. There’s a lot of risk in that type of transaction. It’s, a €350 million investment but we see Flutter is extremely experienced in acquiring podium positions in emerging markets. They’ve got a very successful track record of doing it. This one is slightly different, because it’s a pre regulated, or a just about regulated market with lots of uncertainty around how it’s going to develop. Not economically, of course, there’s a lot of growth there, it’s a fantastic opportunity. But as a business leader, an entrepreneur, there’s an element of risk that you have to take if you want to get generate the growth in your business. You’re relying on individuals in organizations like IMGL, in their different capacities, to come up with the drafting and the caveats and consistence precedent, etc, within that negotiation and deal execution process that de risk it as much as possible. That includes the regulatory approvals. But there is always going to be an element of risk.
The deal maker
Anton Kaszubowski has been involved in the technology and gambling sectors for over 25 years as an investment banker, senior executive and founder and advisor for the investment companies. he is the founding partner of SBC advisory partners, which is a problem solving consulting firm that specializes in the governing sector and advises on regulatory topics.
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IMGL MAGAZINE | DECEMBER 2024
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