Acquisition of The Giveaway Guys and Win Life

Winvia Entertainment (AIM: WVIA), a technology-led entertainment business focused on Prize Draw Competitions and Online Gaming, is pleased to announce that it has entered into an asset purchase agreement (the “APA”) with The Online Giveaway Guys (“TOGG”) and its 100% owned subsidiary, Win Life Competitions Limited (“Win Life”) (together “the Sellers”) to acquire the trade, business and key assets (excluding any liabilities, cash and trade receivables) of TOGG and Win Life (the “Acquisition”).

Further detail on the Acquisition

TOGG and Win Life, trading as The Giveaway Guys and Win Life respectively, are UK based, digitally-led prize draw platforms offering daily and scheduled draws to a loyal and growing customer base. TOGG has developed a strong brand presence within the UK prize draw market since its inception in 2020 and has demonstrated consistent engagement across its player community. Win Life is a recently launched brand primarily focused on campervans, with a strong base of recurring revenue.

The Acquisition is conditional upon the transfer of key supplier agreements, which is expected to occur by the end of October 2026 (“Completion”). TOGG and Win Life are currently owned by Peter Toye.

Under the APA, the Company has agreed a cash purchase price based on the agreed adjusted EBITDA for the 12-month period to the end of June 2026 of £4.25 million (gross revenue of £30.3m for the same period), for TOGG and Win Life combined. This consists of: (1) £15.47 million at Completion; and (2) deferred consideration of £3.63 million on the 1st anniversary of Completion.

There is also a potential earnout payment based on achieved adjusted EBITDA of TOGG and Win Life for the 12-month period ending on the 2nd anniversary of Completion. The calculation for this is 2.1 times the achieved adjusted EBITDA less the deferred consideration described above.

The Acquisition will be funded from the Group’s existing cash resources and given the expected completion timing in the year, it is expected to be earnings enhancing in the first full financial year following completion.

Following Completion, certain employees of TOGG and Win Life will remain within the wider Group.

Background to and rationale for the Acquisition

The Acquisition is aligned with Winvia’s stated strategy to build a leading position in the UK prize draw market through disciplined acquisitions and organic growth. Specifically, the Acquisition expands the Group’s scale and customer base within the UK prize draw market and adds a highly complementary brand with established player engagement and marketing channels.

Operational efficiencies are expected through shared infrastructure and operational processes, automation and deployment of new product features and subscription-led offerings.

Mihai Manoila, Chief Executive Officer, commented:

“This acquisition represents another significant step in delivering our strategy to build a leading position in the UK prize draw market. TOGG and Win Life are high-quality brands with strong customer engagement, attractive economics and significant growth potential. In addition to expanding our scale and market reach, we see a clear opportunity to leverage Winvia's proprietary technology platform, operational expertise and product innovation capabilities to enhance performance and drive further growth.”