Key Points
- Candle Lake’s mandatory cash offer values Evolution at SEK 131.7 billion, but the bid is below the current trading price and Dart has confirmed he does not want all the shares.
- Jefferies analyst James Wheatcroft says the below-market bid is structured to let Candle Lake buy more Evolution shares after the offer period closes, not to acquire the company.
- On the same day Dart filed the Evolution offer, his investment vehicles bought a 0.59% stake in rival RNG supplier Hacksaw Gaming, sending those shares up 8%.
The Cayman Islands holding of Candle Lake, which belongs to Kenneth Dart, made an official cash bid on 13 August for Evolution AB at the sum of SEK 695 per share. This corresponds to the closing price of Evolution’s shares on 24 July, which is when Candle Lake revealed that it had surpassed the 30% threshold in Sweden. By 12 August, Evolution had already risen to SEK 737.20, meaning the offer is 5.7% lower than the current closing price. In terms of the 189,447,977 shares, the offer amounts to a total value of SEK 131.7 billion ($13.8 billion).
Shareholders have until 15 September to respond, with settlement expected on 23 September. Candle Lake confirmed all required regulatory clearances are in place. Stockholm’s reaction said everything: Evolution shares dipped just 1% on the day, which means most holders are not interested in selling below the going market rate.
Candle Lake’s Own Words: No Full Takeover Planned
The official filing removed any ambiguity. “The Offer is, however, not motivated by any intention to acquire all outstanding shares in Evolution,” Candle Lake stated. The vehicle called itself a long-term investor with a financial stake in “a well-managed, highly profitable business,” and confirmed no changes to Evolution’s operations, management, or staff.
As of 13 August, Candle Lake directly controls 59,798,619 shares, representing 31.56% of the company. A related party holds a further 4,037,416 shares through cash-settled total return swaps, bringing the group’s total financial exposure to approximately 32.04% of Evolution’s share capital. Those swap positions carry no voting rights, which matters under Swedish takeover law when calculating whether a new mandatory offer threshold has been crossed.
Candle Lake began accumulating Evolution shares in mid-2024 through open-market purchases on Nasdaq Stockholm. The transaction that crossed the 30% line involved 2.05 million shares bought at SEK 695 each. Under Swedish mandatory offer rules, that price locks in as the minimum bid Candle Lake is required to offer remaining shareholders.
Jefferies: The Bid Is Designed to Be Rejected
Jefferies analyst James Wheatcroft cut straight to the point. Reporting by Reuters carried his assessment: “Candle Lake’s bid below the current share price is designed to fulfil stock exchange requirements, rather than a desire to own all the outstanding shares in Evolution. The bid does seem to imply that Candle Lake would like to own more shares in Evolution.”
According to Jefferies, after making an offer that was scarcely accepted, it is possible for Candle Lake to start buying shares of Evolution again in the open market without automatically triggering another offer. Meanwhile, Wheatcroft maintained his Hold recommendation and price target of SEK 630, highlighting that the offer puts a value on Evolution of approximately 8.7x FY2026 EV/EBITDA, which does not warrant trading in the stock at current levels.
On the other hand, once Candle Lake reaches more than 90% ownership of the stock, then it can be compelled to buy out minority shareholders under Swedish company law.
Why Large Shareholders May Still Tender at a Discount?
Not every holder will walk away from SEK 695. Capital Group, understood to be reducing its position in Evolution, faces a practical constraint: selling a large block of shares on the open market at thin daily volume means accepting progressively worse prices as each trade moves the stock against the seller. A mandatory offer window sidesteps that problem. It provides a fixed-price exit for any investor that needs to move size quickly, even if the price is below the current market. For the length of the acceptance period, the bid also acts as a floor under Evolution’s share price.
Being Public Has Cost Evolution – Dart Knows That
Evolution’s regulatory record over the past two years tells a story that several competitors have avoided simply by staying private. In July 2026, the company settled with the UK Gambling Commission for £4.75 million after its games were found accessible through six unlicensed websites run by two operators. The UKGC had considered suspending Evolution’s UK licence before accepting the settlement. Earlier, Evolution’s planned acquisition of US table game supplier Galaxy Gaming collapsed after two state gaming regulators delayed approval. Rival Playtech commissioned an intelligence report in 2021 accusing Evolution of operating in restricted markets; Evolution launched litigation, calling the document a commercial attack.
Each of those events hit Evolution’s share price. A private B2B supplier dealing with the same issues would not face the same sequence of public disclosures, analyst notes, and stock sell-offs. CEO Martin Carlesund addressed the Gambling Commission matter directly when the settlement was announced: “At Evolution, we always want to do what is right, and it is not acceptable that six unlicensed sites offered Evolution content in the regulated UK market. We do not want traffic from unlicensed operators and will always move quickly to address any such situation.”
Evolution’s Q2 2026 earnings, which were announced on 17 July, had net revenue of €517.8 million, a decrease of 1.2% on a YoY basis, along with an EBITDA of €341 million with margins of 65.9%. Revenue growth after constant currency conversion is 2.4%, but the number above is indicative of the continued struggles the company faces with respect to Asia and the currency headwind resulting from the depreciated U.S. dollar. For an investor with a very long-term outlook and belief in the underlying business, there is a lot more to like here.
On the Same Day: Dart Buys Into Hacksaw
While Candle Lake’s Evolution offer was being filed, ownership data service Holdings registered a separate purchase of approximately 1.69 million Hacksaw Gaming shares, made on 5 August and disclosed on 13 August. Around 1.2 million shares came through Candle Lake; the remaining roughly 500,000 were acquired through a second vehicle, Spring Mountain Investments. Together, the purchases give Dart a 0.59% stake in Hacksaw, placing him 31st on its shareholder register. Hacksaw shares rose 8% to SEK 79.5 on the disclosure.
Hacksaw develops RNG slots and is a direct competitor to Evolution in that segment, with its catalogue expanding across major licensed online casino operators. Evolution’s own RNG revenue grew 14% year-on-year in Q2 2026, a segment where Hacksaw is increasingly active.
Expert Analysis: A Carefully Constructed Long Position
Dart also holds economic exposure approaching 29.6% in Flutter Entertainment, the operator group behind FanDuel, Paddy Power, and Betfair, making him Flutter’s largest shareholder. Across three coordinated positions, he holds B2B live casino exposure through Evolution, RNG and slots exposure through Hacksaw, and operator-side distribution through Flutter. These are not separate bets; they cover three consecutive links in the same online gambling supply chain.
The SEK 695 mandatory offer is the legal consequence of crossing 30%, not the investment decision itself. Candle Lake crossed that line deliberately, having bought 10.46 million Evolution shares in the six months before the obligation was triggered. With a below-market offer unlikely to attract meaningful participation, Candle Lake should exit the acceptance period on 15 September with its 31.56% stake intact, no new threshold crossed, and the freedom to continue buying. Dart spent two years accumulating this position quietly. The mandatory offer is the paperwork. What comes next is a question worth watching.
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