Evolution Takeover Bid Triggered as Shareholder Stake Crosses 30% Threshold
An Evolution takeover bid has been triggered after the Stockholm-listed live casino giant’s largest shareholder crossed a critical regulatory threshold. US billionaire Kenneth Dart’s investment vehicle, Candle Lake, purchased over two million shares in Evolution, pushing its stake beyond 30%. Due to Swedish securities regulations, this action automatically triggers mandatory bid requirements. Accordingly, Candle Lake now faces a four-week deadline to either launch a formal takeover offer for all remaining shares or reduce its ownership position below the threshold.
Candle Lake Crosses 30% Ownership Threshold in Evolution
Candle Lake Limited disclosed on July 24, 2026 that it acquired 2,050,000 shares in Evolution AB, bringing its total shareholding to 59,798,619 shares. This position represents approximately 30.02 percent of the total shares and voting rights in Evolution. The acquisition pushed Candle Lake’s stake beyond the mandatory offer threshold established under Swedish securities law.
Kenneth Dart directly owns and controls Candle Lake Limited. The billionaire investor based in the Cayman Islands has systematically built his position in Evolution, previously holding stakes reported at various levels before this threshold-crossing purchase.
Evolution operates as a Business-to-Business online casino supplier focused on the live casino vertical, serving more than 300 customers worldwide. Founded in 2006 and publicly listed in 2015, the Stockholm-based company provides fully integrated live casino solutions to gaming operators. The firm trades on Nasdaq Stockholm’s Large Cap segment.
According to Chapter 3 Section 1 of the Swedish Act on Public Takeovers on the Stock Market (2006:451), any entity passing 30 percent of voting rights in a listed company must disclose this event. Candle Lake’s press release emphasized that the disclosure does not constitute an offer to acquire shares. Roschier Advokatbyrå AB serves as legal advisor to Candle Lake for this transaction.
What Are the Mandatory Takeover Bid Requirements?
Swedish takeover regulations establish specific obligations when an investor crosses the 30% voting rights threshold. Consequently, Candle Lake must make a mandatory offer for all remaining outstanding shares within four weeks from the date the obligation arose. The bid applies to shares carrying voting rights, whether acquired directly or indirectly.
The mandatory offer must meet stringent price requirements. The bid price must equal or exceed the highest price paid by the bidder for any shares within six months before or after the offer. In addition, the price must match or surpass the weighted average trading price for securities of the target company settled in shares. A cash alternative must accompany any offer, regardless of whether securities form part of the consideration.
However, the obligation lapses under specific circumstances. If Candle Lake sells shares to reduce its holding below 30% within the four-week window, the mandatory bid requirement dissolves. Besides this option, calling for redemption of all remaining shares through the squeeze-out procedure eliminates the obligation, though rejection or disapproval of such redemption reinstates the requirement.
The Swedish Securities Council may grant exceptions in limited situations, particularly when a third party exercises control over Evolution or holds a larger shareholding than Candle Lake.
How Will This Impact Evolution’s Future Direction?
Evolution reported its first revenue decline of 2-3% last quarter, following over a decade of 41%+ compound annual growth. The stock trades at 11 times earnings, down 27% this year and more than 60% from its 2021 peak. This de-rating stems from multiple operational pressures, including cyber attacks in Asia that compromised game streams and ongoing employee strikes at the Georgia studio.
Despite these headwinds, Evolution maintains a 66% EBITDA margin and generated €1.26 billion in operating cash flow during 2025. The company holds €818 million in cash with no net debt. Regulated market revenue reached 47% of total sales in Q4 2025, up from roughly 40% in early 2020. While Europe and Asia declined 6.5% year-over-year, US operations grew 15% and now represent 15% of total revenue.
The board authorized a €500 million share repurchase program, equivalent to 3.4% of outstanding shares. Analysts note the market has de-rated Evolution from over 50 times earnings in 2020 to approximately 10 times currently. Some investors view the current valuation as unjustified given the company’s cash generation capacity and dominant market position serving 800+ operators.
