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Asset Deal or Share Deal? Structuring an iGaming Acquisition

Every iGaming acquisition has to answer one structural question early: is the buyer acquiring the assets of the business or the company that owns them? The answer affects the licence, liabilities, tax, timetable and which buyers can take part.

Asset deal

In an asset deal the buyer picks the assets it wants – typically the brand, domains, website content, design, social accounts, affiliate accounts and, where permitted, customer data – and leaves the selling company and its history behind.

For the buyer:

• Cleaner: historic tax, regulatory and contractual liabilities generally stay with the seller
• Can choose exactly what to buy
• But licences, payment accounts and many contracts do not move automatically

For the seller:

• Keeps the company, which may have other uses or need winding down
• Tax treatment may differ from a share sale

Asset deals are the norm for affiliate sites and for casino brands operating on a white-label licence.

Share deal

In a share deal the buyer acquires the company itself, including its licence, bank and payment relationships, contracts, staff and liabilities.

For the buyer:

• Licence and contracts usually stay in place, subject to change-of-control approvals
• Business continues with less disruption
• But inherits the company's history, so due diligence is deeper and warranties and indemnities matter more

For the seller:

• A clean exit from the whole company
• Will be asked for wider warranties and possibly an escrow or holdback

Share deals are common for licensed operators, especially where the licence would be slow or difficult for a buyer to obtain independently.

Side by side

Issue	Asset deal	Share deal
Licence	Buyer needs its own	Stays with company; regulator approval usually needed
Historic liabilities	Mostly stay with seller	Move with company
Contracts and payment providers	Must be novated or re-signed	Continue, subject to change-of-control clauses
Due diligence depth	Focused on assets	Whole company
Typical use	Affiliate sites, white-label brands	Licensed operators, B2B companies

Hybrid approaches

Some transactions combine the two: the seller moves the business into a new, clean company before sale, or the buyer acquires assets and the licence-holding entity separately. These structures can solve specific problems but need careful legal and tax advice.

How the choice affects price

Buyers pay for certainty. A share deal that keeps a valuable licence intact can justify a higher price, but only if due diligence finds a clean company. An asset deal reduces the buyer's risk, which can widen the buyer pool even when the headline price is lower.

CasinosBroker.com sets out the structure options at the start of each mandate, because they determine which of its 1,000+ qualified buyers are realistic bidders. The legal and tax consequences of either route should be confirmed by advisers in the relevant jurisdictions.

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