Highlights

• Winvia Entertainment confirmed completion of The Online Giveaway Guys Acquisition on 10 November 2026.

• The September agreement set £15.47 million payable at completion plus £3.63 million of deferred consideration.

• The acquired businesses generated £30.3 million gross Revenue and £4.25 million adjusted EBITDA over twelve months.

• Winvia funded the deal from existing cash and expected it to be Earnings enhancing in year one.

Prize draws are big business, and Winvia Entertainment (LSE:WVIA) has just made its slice of the market larger. The AIM-quoted operator announced on 10 November 2026 that it had completed the acquisition of The Online Giveaway Guys, rounding off a deal first unveiled in late September.

What was agreed

On 28 September 2026, Winvia set out an asset purchase agreement with The Online Giveaway Guys (TOGG) and its Wholly Owned Subsidiary Win Life Competitions Limited, both owned by Peter Toye. The deal covers the trade, Business and key assets, excluding liabilities, cash and trade receivables. Certain TOGG and Win Life employees were to remain within the group.

The price tag and the earnout

Consideration was based on agreed adjusted EBITDA of £4.25 million for TOGG and Win Life combined in the twelve months to the end of June 2026, on gross revenue of £30.3 million. Winvia agreed to pay £15.47 million at completion and deferred consideration of £3.63 million on the first anniversary, a total headline figure of £19.1 million.

A potential earnout is linked to adjusted EBITDA for the twelve months ending on the second anniversary of completion. It is calculated as 2.1 times achieved adjusted EBITDA, less the deferred consideration. The acquisition was to be paid for from existing group cash reserves, and the company (LSE:WVIA) expected it to add to earnings in its first full financial year after completion.

Building scale in UK prize draws

Winvia describes itself as the second largest prize draw operator in the UK by market share. Its brands include Best of the Best, Click Competitions and Rev Comps. Rev Comps joined after a completion in July 2026 and has been fully migrated onto Winvia's core technology platform.

Chief executive Mihai Manoila called the TOGG deal "another significant step in delivering our strategy to build a leading position in the UK prize draw market."

Trading backdrop

The agreement was announced on the same day as half-year numbers. Revenue for the six months to 30 June rose 43% to £119.7 million, and pretax profit climbed to £12.9 million from £4.4 million. The company said it expected full-year EBITDA above current market expectations of £37.1 million.

Risks and what to watch

Completion had been conditional on the transfer of key supplier agreements, and integration of acquired brands always carries execution risk. Because of the earnout, the final cost will depend on how the acquired business performs over the next two years.

For followers of AIM stocks and UK consumer shares, attention may turn to the integration of the new brands and to the next trading update from LSE:WVIA.