Public takeover offer by ZEAL Network SE for Lotto24 AG
Nov 19, 2018 8:15 AM
ZEAL Network SE / Key word(s): Offer
Public takeover offer by ZEAL Network SE for Lotto24 AG
ZEAL Network SE ("ZEAL") today announced an all-share voluntary takeover offer (the "Offer") for Lotto24 AG ("Lotto24").
The offer consideration will reflect the ratio of the volume-weighted average share prices of both Lotto24 and ZEAL over the past three months before announcement of the transaction. Subject to the final determination of the minimum prices required by law and the final terms set forth in the offer document, ZEAL intends to offer one new ZEAL share with a nominal value of EUR 1.00 as consideration in exchange for each ca. 1.6 tendered shares of Lotto24. Independently of the offer, ZEAL expects to pay an ordinary interim dividend of EUR 1.00 by year-end 2018.
ZEAL has held initial, constructive conversations with Lotto24 and looks forward to further engage with the management to achieve a successful combination of the businesses.
In addition, ZEAL today entered into tender agreements with major shareholders of both Lotto24 and ZEAL, namely Günther Group, Working Capital and Jens Schumann (a member of the supervisory board of Lotto24) regarding their shares in Lotto24, covering approximately 65% of the shares and voting rights in Lotto24. By entering into the tender agreements, these shareholders have undertaken to tender their shares in Lotto24 into the Offer.
The Offer will be made in accordance with the conditions to be set forth in the offer document, among others a minimum acceptance rate of 50% plus one share of Lotto24. Further details of the Offer and its terms, including the acceptance period, will be contained in the offer document. ZEAL expects that the offer document will be published on the website www.zeal-offer.com at the beginning of January 2019.
ZEAL will propose to its shareholders to approve the Offer, including the acquisition of Lotto24 shares from certain members of the Supervisory Board of ZEAL or persons connected with them, and authorise the Executive Board to allot a number of shares as required to fund the Offer. As Günther Group has made it a condition to its tender agreement with ZEAL that it will not, as a consequence of the Offer, be subject to a legal obligation to make a general offer for the shares in ZEAL which it does not already own at that time, ZEAL will furthermore propose to its shareholders to approve the waiver of such obligation granted by the Panel on Takeovers and Mergers. The ZEAL shareholder approvals will be a condition for ZEAL to publish the offer document.
Upon completion of the Offer, and consistent with its renewed strategy to focus on locally-licensed businesses, ZEAL intends to transform its German secondary lottery business into a licensed online brokerage model after reacquiring control of its consolidated participations myLotto24 Ltd. and Tipp24 Services Ltd. and to relocate to Germany.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) DIRECTLY OR INDIRECTLY IN, INTO OR FROM THE UNITED STATES OF AMERICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
This announcement is for information purposes only and neither constitutes an offer to purchase or exchange nor an invitation to sell or to make an offer to exchange, securities of Lotto24 AG ("Lotto24") or ZEAL Network SE ("ZEAL"). The final terms and further provisions regarding the public takeover offer will be disclosed in the offer document once its publication will have been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). ZEAL reserves the right to deviate in the final terms and conditions of the public takeover offer from the basic information described herein. Investors and holders of securities of Lotto24 are strongly recommended to read the offer document and all announcements in connection with the public takeover offer as soon as they are published, as they contain or will contain important information.
The offer will be made exclusively under the laws of the Federal Republic of Germany, in particular under the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz (WpÜG)). The offer will not be made pursuant to the provisions of jurisdictions other than those of the Federal Republic of Germany. Therefore, no other announcements, registrations, admissions or approvals of the offer outside of the Federal Republic of Germany have been filed, arranged for or granted.
The ZEAL shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or with any securities regulatory authority of any state or any other jurisdiction of the United States of America ("USA"). Therefore, subject to certain exceptions, ZEAL shares may not be offered or sold within the USA or in any other jurisdiction where to do so would be a violation of applicable law. There is no public offering of ZEAL shares in the USA.
To the extent this announcement contains forward-looking statements, such statements do not represent facts. Forward-looking statements include all matters that are not historical facts. They are characterised by the words 'expect', 'believe', 'estimate', 'intend', 'aim', 'assume', 'plan' or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of ZEAL and the persons acting in conjunction with ZEAL, for example with regard to the potential consequences of the takeover offer for Lotto24, for those shareholders of Lotto24 who choose not to accept the takeover offer or for future financial results of Lotto24. Such forward-looking statements are based on current plans, estimates and forecasts which ZEAL and the persons acting in conjunction with it have made to the best of their knowledge, but which do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by ZEAL or the persons acting in conjunction with it. Actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements.
This announcement and any materials distributed in connection with this announcement are not directed to or intended for release, publication or distribution (in whole or in part) directly or indirectly into or from the USA or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction, nor are they directed to, or intended for use by, any person or entity that is a citizen or resident or located in the USA or in any locality, state, country or other jurisdiction where such release, distribution, publication, availability or use would constitute a violation of the relevant laws of such jurisdiction or which would require any registration or licensing within such jurisdiction.
|ZEAL Network SE
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|Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover, Munich, Stuttgart, Tradegate Exchange
|End of Announcement
|DGAP News Service