Evolution Board Urges Shareholders to Reject Candle Lake Cash Offer

The board of Evolution has told shareholders not to accept the SEK 695-per-share cash offer tabled by Candle Lake Limited, arguing in a formal statement published August 24, 2026 that the bid “does not reflect the fair market value of Evolution.”

The recommendation is the board’s required response under Sweden’s takeover rules to an offer Candle Lake was itself forced to make. The investment vehicle, wholly owned by billionaire Kenneth Dart, crossed Sweden’s 30 percent mandatory-bid threshold on July 24, 2026, and launched the offer on August 13, 2026, valuing the live-casino supplier at roughly SEK 131.7 billion.

The board’s objection rests on a simple observation: the market price has moved past the offer price. Candle Lake’s SEK 695 matches where Evolution shares closed on July 24, 2026, the last trading day before the threshold crossing was disclosed. By August 12, 2026, the day before the offer was announced, the stock closed at SEK 737.2, leaving the bid at a discount of approximately 5.7 percent, and 3.3 percent below the 20-day volume-weighted average of SEK 718.8. The board said it weighed the current share price, Evolution’s strategic and financial position, and its expected future development before concluding the offer falls short.

“Based on its assessment, and in light of the discount in Offer compared to the Company’s current share price, the board of directors considers that the Offer does not reflect the fair market value of Evolution,” the statement reads.

The board also noted that Candle Lake has said the offer is not motivated by any intention to acquire all outstanding shares, and that it is being made purely to discharge the mandatory-offer obligation.

How the Offer Reached the Table

Candle Lake began building its position in Evolution through market purchases on Nasdaq Stockholm in mid-2024. On July 24, 2026, it acquired a further 2,050,000 shares at a maximum of SEK 695 each, lifting its holding with affiliates to 59,798,619 shares (approximately 30.02 percent of all shares and votes). Swedish takeover law gives any shareholder crossing 30 percent of the votes four weeks to bid for the rest of the company or sell back down below the threshold. Candle Lake chose to bid, publishing its offer document on August 14, 2026, three days before the acceptance period opened on August 17, 2026.

By the time the offer was announced, the vehicle’s position had grown. Candle Lake stated it held and controlled approximately 31.56 percent of outstanding shares, with an additional indirect financial exposure to 4,037,416 shares through cash-settled total return swaps held by a closely related party: a total economic exposure of roughly 32.04 percent. In the six months before the announcement, it bought 10,461,914 shares, none at a price above the SEK 695 now on the table.

What Candle Lake Has Committed To

Candle Lake describes itself as a long-term investor treating Evolution as “a financial investment in a well-managed, highly profitable business,” and says it has no plans for material changes to the company’s operations, sites, management or employees, including their terms of employment. Evolution’s board said it assumes those statements are correct and has no reason to take a different view.

Completing the offer is conditional only on regulatory clearances, which Candle Lake assesses have already been received. The consideration is fully secured through a combination of available cash, liquid securities and credit facilities. Should Candle Lake pass 90 percent of outstanding shares, it intends to start compulsory redemption proceedings to buy out remaining holders and delist Evolution from Nasdaq Stockholm, an outcome the offer document frames as contingent on acceptances it says it is not seeking.

The Terms by the Numbers

• SEK 695: cash offered per share
• SEK 131.7 billion: implied value of Evolution’s 189,447,977 outstanding shares, excluding 9,778,636 treasury shares
• SEK 90.1 billion: value of the offer to the 129,649,358 shares not owned or controlled by Candle Lake or its related parties
• 59,798,619 shares: Candle Lake’s holding, approximately 31.56 percent of outstanding shares and votes
• 5.7 percent: the offer’s discount to the SEK 737.2 closing price on August 12, 2026
• 1.6 percent: the offer’s premium to the 20-day volume-weighted average of SEK 683.8 at the July 24, 2026 threshold crossing

What Happens Next in the Acceptance Period

The acceptance period opened August 17, 2026 and is expected to run until on or around September 15, 2026, with settlement commencement pencilled in for September 23, 2026. Candle Lake reserves the right to shorten or extend the timetable, and to buy shares outside the offer where the law permits, with any such purchases disclosed. Evolution, for its part, continues to report as normal: its next quarterly report is scheduled for October 23, 2026.

Warrants held by Evolution management and key employees under long-term incentive programs are excluded from the offer, though Candle Lake has said it will ensure holders receive reasonable treatment. Shareholders in Australia, Canada, Hong Kong, Japan, South Africa and several other named jurisdictions cannot accept the offer at all, following a Swedish Securities Council exemption granted to Candle Lake.

Evolution’s board has appointed Gernandt & Danielsson Advokatbyrå as legal advisor on the offer. The company, founded in 2006 and headquartered in Stockholm, supplies live casino solutions to some 870 operator customers and employs around 22,900 people across studios in Europe, Asia, North and South America. With the board’s recommendation now on the record and the bid priced below where the stock last traded, the decision sits with the holders of the 129.6 million shares Candle Lake does not yet control.