DGAP-Adhoc: LOTTO24 AG: Lotto24 AG and ZEAL Network SE sign 'Business Combination Agreement'
24.12.2018 (www.4investors.de) -
DGAP-Ad-hoc: LOTTO24 AG / Key word(s): Miscellaneous
LOTTO24 AG: Lotto24 AG and ZEAL Network SE sign 'Business Combination Agreement'
24-Dec-2018 / 11:06 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014, transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
Lotto24 AG and ZEAL Network SE sign "Business Combination Agreement"
(Hamburg, 24 December 2018) Today, Lotto24 AG ("Lotto24"), Germany's leading online provider of state-run lotteries, and ZEAL Network SE, London, ("ZEAL") signed a business combination agreement ("BCA") in connection with the public takeover offer by ZEAL announced on 19 November 2018. The Supervisory Board of Lotto24 approved the conclusion of the BCA.
In this BCA, Lotto24 and ZEAL have agreed various arrangements, such as their cooperation in achieving the synergy effects targeted by both parties, and in gaining the necessary approval of the competent gambling authorities, which is a precondition for closing the takeover. The basis for cooperation is the understanding of both parties that Lotto24 should retain its independence even after conclusion of the takeover as a subsidiary of ZEAL in a de facto group, and that all relevant arrangements in connection with the cooperation should be made on an arm's length principle.
On completion of the takeover offer and expiry of the expected 180-day planning and negotiation phase for the targeted cooperation, Petra von Strombeck (CEO of Lotto24) and Magnus von Zitzewitz (CFO of Lotto24) are to join the Executive Board of ZEAL as additional members. Furthermore, following this phase, Jonas Mattsson (CFO of ZEAL) is to additionally join the Executive Board of Lotto24. The BCA contains no provisions relating to the Supervisory Board of Lotto24.
Both the Executive Board and Supervisory Board of Lotto24 believe that the cooperation between Lotto24 and ZEAL on the basis of the BCA is in the strategic interest of the company, its shareholders and other stakeholders. ZEAL plans to offer Lotto24's shareholders as consideration one ZEAL share for each 1.604 shares of Lotto24. According to preliminary estimates of the Executive Board of Lotto24, the cooperation will result in value growth for Lotto24's shareholders due to the targeted synergy effects. However, the corporate bodies of Lotto24 have not yet completed their assessment of the financial adequacy of this consideration. On publication of the offer document by ZEAL, the Executive Board and Supervisory Board of Lotto24 will publish a reasoned opinion on the takeover offer pursuant to Section 27 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und U?bernahmegesetz - WpÜG) and at the same time also comment on the financial adequacy of the consideration.
According to ZEAL, the relevant anti-trust authority has already cleared the transaction envisaged in the takeover offer.
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761853 24-Dec-2018 CET/CEST