Candle Lake Publishes Evolution Offer Document

Kenneth Dart’s investment vehicle Candle Lake has published the formal offer document for its mandatory SEK695-per-share cash offer for Evolution, after Sweden’s Financial Supervisory Authority approved and registered the document on August 14, 2026. The offer values the Stockholm-listed live casino supplier at approximately SEK131.7 billion.

The offer document covers all 189,447,977 outstanding shares in Evolution, excluding the 9,778,636 treasury shares the company holds. For the 129,649,358 shares that Candle Lake does not already own or control, the offer comes to approximately SEK90.1 billion. The acceptance period opens on August 17, 2026 and runs until September 15, 2026, with settlement expected to begin on or around September 23, 2026.

Candle Lake was forced to the table on July 24, 2026, when it acquired 2,050,000 Evolution shares and its holding reached 59,798,619 shares, or 30.02 percent of shares and votes, crossing the 30 percent threshold in Swedish takeover law that obliges an investor to bid for the rest of the company or sell back below it. By the time the offer was announced on August 13, 2026, that same share count corresponded to roughly 31.56 percent of outstanding shares. A related entity holds additional exposure to 4,037,416 shares through cash-settled total return swaps, taking the group’s total financial exposure to about 32.04 percent.

The vehicle’s own statement leaves little room for reading the bid as a takeover play. “The Offer is, however, not motivated by any intention to acquire all outstanding shares in Evolution,” the August 13 announcement states, describing the stake as a financial investment in “a well-managed, highly profitable business” with no planned material changes to Evolution’s operations, sites, management or employees.

By the Numbers

• SEK695: cash offered per Evolution share
• SEK131.7bn: valuation of all 189,447,977 outstanding shares
• SEK90.1bn: value of the 129,649,358 shares not owned or controlled by Candle Lake
• 31.56%: Candle Lake’s holding of shares and votes, rising to 32.04% including swap exposure
• 5.7%: the offer’s discount to Evolution’s closing price of SEK737.2 on August 12, 2026

How Swedish Takeover Rules Set the Price

The price was never really Candle Lake’s to choose. Sweden’s Act on Public Takeovers on the Stock Market requires any investor passing 30 percent of the votes in a listed company to offer to buy the remaining shares within four weeks, or sell down below the threshold. Candle Lake disclosed the crossing on the evening it happened and launched the offer inside that window.

The mandatory-bid framework, as applied through the Swedish Securities Council’s rulings, anchors the offer price to what the bidder has already paid. Candle Lake had to account for every Evolution purchase made in the six months before the offer (10,461,914 shares in total) and even the prices paid by a counterparty hedging the swap position. Because no shares were acquired above SEK695 in that window, and SEK695 was the maximum consideration paid in the July 24 purchase, the offer landed exactly at the July 24 closing price. That makes it a 1.6 percent premium to the 20-day volume-weighted average price of SEK683.8 before the obligation was disclosed, but a 5.7 percent discount to where the stock closed on August 12, 2026, and 3.3 percent below the latest 20-day average of SEK718.8.

The document’s conditions are thin by deal standards. Completion depends only on regulatory and governmental clearances on terms Candle Lake finds acceptable, and its current assessment is that all customary clearances have already been received, making completion without an extension possible. Financing is fully secured through a combination of available cash, liquid securities and credit facilities. Warrants held by Evolution management under long-term incentive programs are excluded from the offer, with reasonable treatment promised to holders, and any dividend Evolution pays before settlement would reduce the consideration accordingly. The offer is not being made into Australia, Canada, Japan or six other jurisdictions where local law would prohibit it, and the Swedish Securities Council granted Candle Lake an exemption from directing the offer to shareholders in those jurisdictions.

Candle Lake’s investment in Evolution began in mid-2024 through purchases on Nasdaq Stockholm, and the Cayman Islands vehicle, wholly owned by Dart, describes itself as a proprietary financial investor with no operational activities of its own.

What Happens Next

Evolution’s board of directors is expected to publish its statement on the offer no later than two weeks before the acceptance period expires on September 15, 2026, the deadline set under Nasdaq Stockholm’s takeover rules. Acceptances close at 17:00 CEST that day, and settlement is expected to commence on or around September 23, 2026.

If Candle Lake ends the process holding more than 90 percent of Evolution’s outstanding shares, it intends to start compulsory redemption proceedings for the remainder and seek to delist the company from Nasdaq Stockholm. Its position going in is 31.56 percent of the shares the offer covers.