Winvia Completes Giveaway Guys Deal, Grows UK Portfolio to Five

The completion notice covers TOGG’s business and key assets. Liabilities, cash and trade receivables were excluded. Winvia did not announce a revised purchase price or provide a separate valuation for TOGG.

The £19.1M Agreement Covered Two Businesses

Winvia signed the original asset purchase agreement on September 25 and announced it three days later. The September filing named two businesses: TOGG and its wholly owned subsidiary, Win Life Competitions.

The agreed cash consideration was £19.1 million (approximately $25.64 million), split into:

• £15.47 million ($20.76 million) due at completion;
• £3.63 million ($4.87 million) due on the first anniversary of completion.

There is also a potential earnout linked to the businesses’ adjusted EBITDA in the second year after closing.

The initial payment accounts for roughly 81% of the agreed cash price, based on 15M’s calculation.

The two businesses generated £4.25 million ($5.70 million) in combined adjusted EBITDA during the 12 months to June 2026. Dividing the £19.1 million cash price by that figure gives an acquisition multiple of approximately 4.5 times adjusted EBITDA, before any additional earnout.

USD conversions use the ECB reference rates for November 10, equivalent to approximately $1.3423 per pound.

Winvia’s UK Portfolio Grows From Three Brands to Five

The September announcement listed three Winvia prize-draw brands: Best of the Best, Click Competitions and Rev Comps. The November filing lists five, adding The Giveaway Guys and Win Life Competitions.

The Giveaway Guys was established in 2020. Win Life is a newer business focused largely on campervan prizes. Winvia CEO Mihai Manoila said in September that the company saw an opportunity to “leverage Winvia’s proprietary technology platform” across the acquired operations.

Prize Draws Operate Under Different Rules

Winvia also operates regulated online casinos in Romania, including Princess Casino and Royal Slots. The TOGG acquisition concerns its separate UK prize-draw business.

Under the UK’s voluntary prize-draw code, qualifying draws with a free-entry route do not require a Gambling Act licence. Advertising and consumer protection requirements still apply, including to affiliates promoting these products.

Winvia has not given a timetable for integrating TOGG into its technology platform or an updated estimate of its earnings contribution.