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Raketech Group has reached an agreement with the former owners of Casumba Media Ltd to settle an outstanding earnout obligation for €8.2 million, reducing the amount payable by approximately €12.1 million.
The Malta-based iGaming affiliate announced the agreement on October 19, confirming that the existing liability stood at approximately €20.3 million, including accrued interest.
The settlement represents a reduction of nearly 60% and will eliminate the company’s remaining earnout obligations once completed.
Raketech has secured approval for €5.5 million in financing from Bank of Valletta and will contribute €2.7 million from its existing cash reserves. The transaction remains conditional on the bank releasing the approved funds.
Bank Financing Covers Settlement Payment
Under the agreement, Raketech will pay €3 million from existing cash within two business days of signing, followed by €5.2 million transferred directly to the sellers by Bank of Valletta.
The financing consists of a new €3.5 million term loan and €2 million drawn from an existing revolving credit facility. Both carry annual interest of 6.65% and are repayable over three years.
An additional €300,000 of the approved financing will reimburse cash already used by Raketech, leaving a net cash contribution of €2.7 million.
The loan agreement requires a minimum debt service coverage ratio of 1.1 times. Future share buybacks will also require the bank’s approval.
If Bank of Valletta has not released the financing by December 31, 2026, quarterly payments under the previous earnout arrangement will resume, with those amounts credited against the settlement.
Should the financing remain unavailable by March 31, 2027, or be cancelled, individual sellers may terminate their participation and return to the earlier payment terms.
Raketech expects its total bank borrowings to stand at approximately €8.5 million following completion.
Previous Casumba Asset Sale Remains Unaffected
Raketech acquired Casumba Media in August 2019 through an agreement that included performance-related earnout payments.
In May 2025, the company negotiated an extension of the remaining payment schedule from September 2026 to March 2028, with interest continuing to accrue.
The liability stood at €21.3 million on June 30, 2026. Raketech subsequently paid €1.3 million to the sellers before reaching the latest settlement.
Separately, the company sold its Casumba assets to an undisclosed buyer in September 2025 for €12 million.
The sale agreement provides for monthly payments through December 2029, carrying annual interest of 8%.
Approximately €11 million in principal consideration remains outstanding, plus interest. The deferred payments had a carrying value of €6.8 million at the end of June 2026.
Raketech retains these receivables, which have been pledged as security for the new Bank of Valletta financing.
The company also expects additional proceeds from previously divested US assets. Together, outstanding payments from both disposals amount to approximately €12 million.
If received in full, those proceeds would be sufficient to cover Raketech’s remaining bank debt without accounting for cash generated through its operations.
The settlement also involved a potential conflict of interest. Board member Magnus Alebo holds a beneficial ownership interest in one of the sellers and did not participate in the board’s discussions or decision. The remaining directors approved the agreement.
Settlement Expected to Strengthen Balance Sheet
Raketech anticipates recognising a substantial non-recurring, non-cash gain in the fourth quarter of 2026, reflecting the difference between the carrying amount of the earnout liability and the agreed settlement payment.
The gain will appear below operating profit and will not affect EBITDA or adjusted EBITDA.
The company also expects net interest-bearing debt to decline by approximately €12 million, while equity increases by the amount of the accounting gain.
Finance costs should decrease following the transaction.
During the first half of 2026, Raketech recorded €900,000 in notional interest on its outstanding earnout liability. That expense will cease once the settlement is completed.
Interest on the company’s Bank of Valletta borrowings is expected to total approximately €400,000 in the first year, declining as the loans are repaid.
CEO Johan Svensson commented in a press release:
“This marks a significant milestone for Raketech, as we have reached an agreement to settle the Casumba earnout, substantially strengthening our balance sheet. The favourable financing terms also provide us with a solid financial foundation, allowing us to fully focus on executing our product strategy across Affiliation Marketing and SubAffiliation through AffiliationCloud”
The agreement supports Raketech’s shift toward its core Affiliation Marketing and SubAffiliation businesses following the disposal of Casumba and other assets.
The company is scheduled to release its third-quarter financial results on November 5, while completion of the settlement remains dependent on the bank’s financing disbursement.
