Raketech Cuts Casumba Earnout from €20.3m to €8.2m

Key Facts

  • It has been agreed that Raketech should pay €8.2 million for the earnout of Casumba, which is worth approximately €20.3 million.
  • The contract is not yet complete, as the €5.5 million loan from Bank of Valletta needs to be unlocked first.
  • One of the sellers holds some shares of Magnus Alebo, who founded Casumba but was not involved in the decision.

Raketech Finally Wraps Up a Bill That Had Been Building for Years

A Japanese deal that cost Raketech a cool €2m upfront back in 2019 had somehow managed to mushroom into a staggering €20.3m by October 2026. Now Raketech is claiming they can put the whole thing behind them for a fraction of the price.

On 19 October, Raketech announced that they’ve signed up to an €8.2m settlement agreement with the sellers of Casumba Media Ltd. To put that into perspective, the original amount Raketech still owed came in at around €20.3m. That’s a whopping cut of roughly €12.1m, or close to 60% off the original bill. The company’s chief executive Johan Svensson is obviously happy with the deal and says that this is “a major landmark for Raketech which will help us build up our balance sheet”.

However, as you may imagine, the truth is not that simple.

Majority of the Money to Pay for This Bill Will Come from a Bank Loan

You might be wondering how Raketechs are managing to cough up the cash for this bill, and the answer is that they’re not doing it from their own pocket. Bank of Valletta is stumping up €5.5m of financing, while existing cash currently on hand will cover a net €2.7m.

So what happens next? Well, the first €3m of that loan becomes available to Raketech within two business days of the deal being signed, paid out from cash on hand. Bank of Valletta then sends €5.2m straight to the sellers once the loan is drawn down. And the remaining €0.3m simply refills the cash that was used for that first payment.

The two facilities that make up the loan are a new €3.5m term loan and €2m from an existing credit line, both of which carry an interest rate of 6.65% per annum. And the terms of the loan are pretty clear, the lender is looking for a debt service coverage ratio of at least 1.1 times, and it must be repaid over a period of just three years. But there’s a bit of a catch, the bank will need to give its approval for any future share buyback, and that’s a small but pretty significant detail.

This Deal Still Awaits One Final Step

There’s one final thing that Raketechs need to tick off before they can consider this deal done, and that’s getting Bank of Valletta to release the approved loan into their account. If the bank hasn’t done this by 31 December 2026, then quarterly payments under the old deal will kick back in. And if those payments aren’t deducted from the second instalment of €5.2m, then Raketechs could be in for a bit of a surprise.

But that’s not the only danger lurking, if Bank of Valletta ends up delaying the release of the loan past 31 March 2027, or if they decide to call the whole thing off, then the picture changes again. In this scenario, each of the sellers could choose to pull out of the deal, and go back to the previous earnout terms. Yes, you’ll still get credit for any payments that have already been made, but one seller bailing will not necessarily cancel out the whole deal.

From €2m Japan Bet to a €20m Liability

The liability originates from August 2019, when Raketech acquired Casumba for €2m to expand outside the Nordics. The company managed affiliate websites targeting Japanese players, and its acquisition price included earnout payments based on certain results. One of them was capped, and the other had no ceiling but expires in July 2024.

Back in 2019, the company’s CEO Michael Holmberg said operators were interested in Japan. The legislative environment in the country has become dramatically stricter since then, and affiliates are facing the legal risks directly. Betting at offshore online casinos from within Japan is considered illegal there. A new law that entered into effect on 25 September 2025 forbids advertising online casino websites to Japanese players.

On 12 May 2025, Raketech and the sellers agreed to move the last payment date from September 2026 to March 2028. All interest continues to accrue during this period, and all payments have to be made in cash. No further explanation was provided as to why the extension was needed.

The Sale that Left the Liability Behind

Exactly four months later, Raketech exited Japan by selling Casumba for a fixed price of €12m to an unidentified purchaser. The company will pay the money in instalments until December 2029, charging 8% interest but making no down payment. Raketech recognised the receivable on its books for the net present value of €7.2m due to its long maturity and credit risk. The sale of the operation resulted in a non-cash loss of around €10m due to changing legal and market conditions.

The sale of the business unit did not release the company from the obligation made to the founders, which some publications missed. Now, Raketech had a receivable that had to be repaid slowly, and an increasing earnout liability accruing interest. On 30 June 2026, the earnout liability on the balance sheet totalled €21.3m. A payment of €1.3m has been made, and interest continued to accrue until the settlement agreement was reached.

A Beneficial Owner as a Director

There is one line in the document that should be highlighted better than most media outlets did. The director Magnus Alebo is a beneficial owner of one of the sellers.

Alebo founded Casumba and became a director in July 2025, around two months after the extension was made.

What the Numbers Really Mean for Raketech?

Once this deal is wrapped up, we can expect a massive one-off profit hit in the fourth quarter of 2026. This profit will be the settlement amount on the earnout minus that €8.2m payment. But don’t get too excited just yet, €12.1m is being shaved off what Raketech owes, which isn’t the full picture in itself.

This gain will be below operating profit, so neither EBITDA nor adjusted EBITDA will change. With this deal, net interest-bearing debt should fall by about €12m, and equity should get a boost from the size of the gain.

It’s a lot easier to understand the interest savings in raw numbers. Notional interest on the earnout came to a whopping €0.9m in the first half of 2026 alone. Running that through a simple straight-line calculation puts the annual cost at around €1.8m, though Raketech hasn’t given any annual forecast. We do know that Total Bank of Valletta interest will be about €0.4m in the first year after this is all done. After the settlement, Raketech’s only borrowings will be bank loans amounting to roughly €8.5m.

The Real Deal Behind the Numbers

Cleaning up the debt is a good start, but the core business still has a lot to do to get back on track. In Q2 2026, operating profit from continuing operations took a nosedive of 64.9% down to €392,000. Revenue from continuing operations, excluding Casumba, took an 17.6% hit to €5.6m.

The adjusted EBITDA margin managed to claw back a bit to 24.0%, thanks in no small part to a far smaller cost base. Full-time employees dropped from 87 to 54 over the year. Svensson also pointed out a second quarter in a row where EBITDA actually improved, and that’s thanks to World Cup traffic.

Raketech is saying that about €12m is still owed from its Casumba and US asset sales. If both those buyers come through with the cash, that money might just cover the bank debt. Third quarter results on 5 November will give us a first chance to see if this is actually possible.

Expert Breakdown: A Clever Deal But Some Tough Questions

We reckon Svensson did a smart thing and we wouldn’t change a thing. Turning around €20.3m of payable earnout into €8.2m, most of which is bank-funded, makes pretty good sense.

The thing is, we’re a bit worried about the deal that put Raketech in this situation in the first place. Including interest, the remaining earnout alone came in at about ten times the €2m upfront price. And that was done in a market where Japanese law was getting tighter and tighter on offshore casinos and their promoters. It’s a real lesson in deal design, not just being unlucky.

Why did the sellers agree to such a deep cut in their entitlement? They didn’t come out and say, so it’s all just speculation. But if you ask me, cash in 2026 looked safer than waiting until 2028 on a company that’s shrinking profits. That’ll be the way the sellers would have looked at it.

Alebo stepped aside properly and we haven’t seen a whisper of wrongdoing. Still, a founder joining the board just weeks after an extension does raise some fair governance questions. We think shareholders deserve more information on how that 60% discount was negotiated.

In our view, the biggest risk sits outside of this settlement altogether.