Winvia Entertainment expands prize draw business with £19.1 million acquisition

Winvia Entertainment has agreed to acquire the trade, business and key assets of The Giveaway Guys and Win Life Competitions, continuing its push to consolidate the fragmented UK prize draw market.

The initial purchase price is £19.1 million in cash, split between £15.47 million at completion and £3.63 million one year later. A further performance-based earnout may also become payable.

For Winvia Entertainment PLC, this is a meaningful transaction. The acquired businesses generated combined gross revenue of £30.3 million and agreed adjusted EBITDA of £4.25 million in the 12 months to the end of June 2026.

EBITDA is earnings before interest, tax, depreciation and amortisation. It is commonly used to assess the underlying operating performance of a business, although it is not the same as cash flow or statutory profit.

Winvia acquisition key figures

Measure	Figure
Initial purchase price	£19.1 million
Payment at completion	£15.47 million
Deferred consideration	£3.63 million
Combined gross revenue	£30.3 million
Combined adjusted EBITDA	£4.25 million
Implied initial EBITDA multiple	Approximately 4.5 times
Expected completion	By the end of October 2026
Funding source	Existing cash resources

The approximately 4.5 times EBITDA multiple is based on the £19.1 million initial consideration. However, the final cost could be higher because of the earnout, so investors should avoid treating that figure as the definitive acquisition multiple.

The full transaction terms can be read in the original company announcement.

What is Winvia buying?

The Giveaway Guys and Win Life are UK-based digital prize draw platforms offering daily and scheduled competitions.

The Giveaway Guys was launched in 2020 and, according to Winvia, has built a strong brand presence and consistent engagement among its player community. Win Life is a newer platform focused mainly on campervans, with what the company describes as a strong recurring revenue base.

Importantly, this is structured as an asset purchase. Winvia is acquiring the trade, business and key assets, but not the sellers' liabilities, cash or trade receivables.

That can help ring-fence the buyer from some historic obligations, although the announcement does not provide a detailed breakdown of the assets being transferred.

Certain employees will remain within the wider group after completion, which should support operational continuity and help retain knowledge of the brands and their customers.

Why the deal matters for Winvia

Winvia says it is already the UK's second-largest prize draw operator by market share. Its existing portfolio includes Best of the Best, Click Competitions and Rev Comps, alongside business-to-business partnerships such as Villa Win.

The latest acquisition adds two more brands, expands the group's customer base and provides additional marketing channels. It also gives Winvia more revenue to run through its proprietary technology and operating infrastructure.

Management expects efficiencies from shared systems and processes, increased automation, new product features and subscription-led offerings. If those improvements are delivered without damaging customer engagement, Winvia could potentially lift the acquired businesses' profitability over time.

This follows the company's £11.8 million acquisition of Rev Comps, reinforcing the impression that acquisitions are a central part of its UK growth strategy rather than occasional additions.

Earnings enhancement is encouraging, but completion is not guaranteed

Winvia expects the acquisition to be earnings enhancing in the first full financial year following completion. In plain English, management expects the deal to increase earnings per share compared with the position without the acquisition.

That is a positive statement, particularly because the purchase is being funded from existing cash resources rather than a newly announced share issue.

However, the transaction has not completed yet. It remains conditional on the transfer of key supplier agreements, which is expected by the end of October 2026.

Those agreements appear important enough to be a formal completion condition. Any delay or failure to transfer them could postpone or prevent the deal, although Winvia has not disclosed further detail on the suppliers involved.

The earnout adds uncertainty to the final price

Alongside the £19.1 million initial consideration, Winvia may make an additional payment based on adjusted EBITDA achieved during the 12 months ending on the second anniversary of completion.

The earnout is calculated as 2.1 times achieved adjusted EBITDA, less the £3.63 million deferred consideration. The announcement does not disclose a maximum earnout or provide management forecasts for the acquired businesses.

This structure aligns part of the price with future performance, which provides some protection if earnings disappoint. On the other hand, strong performance would increase the total amount paid and make the eventual acquisition multiple higher than the initial figure suggests.

Investors will need clearer disclosure on the final earnout before they can assess the complete cost of the transaction.

Main positives and risks

Potential positives

• The acquired businesses already have meaningful scale, with £30.3 million of gross revenue and £4.25 million of adjusted EBITDA.
• Winvia expects the transaction to enhance earnings in the first full financial year after completion.
• The deal broadens Winvia's brands, customer base and marketing reach.
• Existing technology and infrastructure may create operational efficiencies.
• Funding from existing cash avoids an immediate equity raise under the announced terms.

Key risks

• Completion depends on transferring key supplier agreements.
• The eventual acquisition cost is uncertain because of the earnout.
• No detailed acquisition valuation comparison or forecast is disclosed.
• Integrating brands, employees and systems can disrupt performance.
• Retaining customers and engagement after ownership changes will be important.
• Using existing cash resources reduces the group's available cash for other purposes.

Winvia previously refinanced with Barclays to support its acquisition strategy, but the company has specified that this transaction will be funded from existing cash resources.

What investors should watch next

The first milestone is completion and confirmation that the required supplier agreements have transferred successfully.

After that, attention should turn to how quickly Winvia integrates the platforms, whether it can deliver the expected efficiencies and whether customer engagement remains strong. Future reporting should also reveal how the acquisition affects group revenue, adjusted EBITDA, cash generation and the eventual earnout liability.

Strategically, the deal fits Winvia's stated plan and adds profitable revenue at an apparently reasonable initial EBITDA multiple. The central question is now execution: whether the company can convert greater scale into sustainable earnings growth without overpaying through the earnout or weakening its financial flexibility.