Brief: Codere's Certain Units Enter Into Business Combination Agreement

Codere Online Luxembourg SA

22/06/2021 06:15

June 22 (Reuters) - Codere  CDRE.MC :
    * SAYS THAT CERTAIN OF ITS UNITS, INCLUDING CODERE NEWCO AND
SERVICIOS DE JUEGO ONLINE, HAVE ENTERED INTO A BUSINESS
COMBINATION AGREEMENT INVOLVING THE DISPOSAL OF A MINORITY
INTEREST IN CODERE'S ONLINE BUSINESS
    * UNDER THE ONLINE TRANSACTION CODERE NEWCO WILL CONTRIBUTE
CODERE
ONLINE TO A NEWLY INCORPORATED LUXEMBOURG-BASED HOLDING COMPANY,
CODERE ONLINE LUXEMBOURG (LUXCO), WHICH WILL IN TURN VIA A
MERGER ACQUIRE DD3 ACQUISITION CORP. II, A SPECIAL PURPOSE
ACQUISITION COMPANY (SPAC)
    * CODERE NEWCO AND CERTAIN OF ITS UNITS WILL ENTER INTO
CERTAIN
ANCILLARY AGREEMENTS AND ANY OTHER AGREEMENTS NECESSARY TO
CONSUMMATE THE ONLINE TRANSACTION
    * IN CONNECTION WITH THE MERGER, LUXCO WILL BE LISTED ON THE
NASDAQ, A STOCK EXCHANGE IN THE US
    * CODERE WILL MAINTAIN BETWEEN 54%-73% OWNERSHIP STAKE IN
CODERE
ONLINE, DEPENDING ON SPAC INVESTOR REDEMPTIONS, AT THE TIME OF
THE CONSUMMATION OF THE MERGER
    * FOUR INSTITUTIONAL INVESTORS (BARON FUNDS, MG CAPITAL,
LARRAINVIAL AND DD3 CAPITAL PARTNERS) HAVE COMMITTED TO A
PRIVATE INVESTMENT OF $67 MILLION THAT WILL CLOSE IMMEDIATELY
PRIOR TO THE ONLINE TRANSACTION
    *  BARON FUNDS HAS COMMITTED TO ROLL-OVER APPROXIMATELY $10
MILLION OF SHARES IN THE SPAC, RESULTING IN MINIMUM TRANSACTION
PROCEEDS OF $77 MILLION
    * SPAC INVESTORS WILL HAVE THE OPTION TO REDEEM THEIR
EXISTING
CASH CONTRIBUTIONS TO THE SPAC
    * THE SPAC HAS $125 MILLION OF CASH IN ITS TRUST ACCOUNT –
IMPLYING TOTAL PROCEEDS RANGING FROM $77M TO $192 MILLION
DEPENDING ON REDEMPTIONS, PRIOR TO ANY EXPENSES
    * THE ONLINE TRANSACTION VALUES THE COMBINED COMPANY AT AN
ESTIMATED PRO FORMA ENTERPRISE VALUE OF ABOUT $350 MILLION (€287
MILLION)
    * THE ONLINE TRANSACTION IS EXPECTED TO COMPLETE IN Q4 2021

    
    
 Source text: https://bit.ly/3vSJBAA
    
 Further company coverage:  CDRE.MC  
   


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