REG - Entain PLC - Antitrust approval received for acquisition of STS

EntainAnnouncement

12/07/2023 17:30

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RNS Number : 8475F  Entain PLC  12 July 2023

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH
AFRICA OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL.

 

12 July 2023

 

Entain plc

 

Antitrust approval received for Entain CEE acquisition of STS

 

Entain plc (LSE: ENT), the global sports-betting, gaming and interactive
entertainment group ("Entain" or the "Group"), is pleased to announce that
Entain Holdings (CEE) Ltd. ("Entain CEE") has received antitrust approval from
the President of the Office of Competition and Consumer Protection for its
acquisition of STS Holding S.A. ("STS"), the leading sports-betting operator
in Poland. As such, the antitrust condition to the tender offer for STS (the
"Offer"), as referred to in Entain's acquisition announcement of 13 June 2023,
has been satisfied.

 

The remaining condition of the Offer is to receive acceptances representing at
least 50% of the shares in STS.  As previously announced, the Juroszek
Foundations have made irrevocable undertakings to tender their c.70%
shareholding into the Offer, and therefore the acceptance threshold will be
met.  The acceptance period for the Offer will commence on 14 July 2023 and
is due to close in mid-August, with the closing of the transaction expected
shortly thereafter.

 

Contact details

Entain plc

 Investor Relations - Entain plc                           investors@Entaingroup.com (mailto:investors@entaingroup.com)

 David Lloyd-Seed, Chief IR & Communications Officer

 Davina Hobbs, Head of Investor Relations

 Aimee Remey, VP US Investor Relations

 Callum Sims, IR Manager
 Media - Entain plc                                        media@Entaingroup.com (mailto:media@Entaingroup.com)

 Lisa Attenborough, Head of Corporate Communications

 Jay Dossetter, Head of Corporate PR

 Jodie Hitch, PR Manager

 

Morgan Stanley (Lead Financial Adviser and Joint Corporate Broker)

Laurence Hopkins

Pawel Dela

Tom Perry

Tel: +44 (0) 20 7425 8000

 

BofA Securities (Financial Adviser and Joint Corporate Broker)

Ed Peel

James Robertson

Tel: +44 (0) 20 7628 1000

 

Media - Powerscourt

Rob Greening / Nick Hayns / Sam Austrums

Tel: +44 (0) 20 7250 1446
Entain@powerscourt-group.com (mailto:Entain@powerscourt-group.com)

 

Contact for Polish Investors - Trigon Dom Maklerski S.A. (Polish Tender Offer
Intermediary)

Jan Rekowski

Tel: +48 22 330 11 11 / +48 604 574 337

 

LEI: 213800GNI3K45LQR8L28

About Entain plc

Entain plc (LSE: ENT) is a FTSE100 company and is one of the world's largest
sports betting and gaming groups, operating both online and in the retail
sector. The Group owns a comprehensive portfolio of established brands; Sports
brands include BetCity, bwin, Coral, Crystalbet, Eurobet, Ladbrokes, Neds,
Sportingbet, Sports Interaction and SuperSport; Gaming brands include Foxy
Bingo, Gala, GiocoDigitale, Ninja Casino, Optibet, Partypoker and PartyCasino.
The Group owns proprietary technology across all its core product verticals
and in addition to its B2C operations provides services to a number of
third-party customers on a B2B basis.

The Group has a 50/50 joint venture, BetMGM, a leader in sports betting and
iGaming in the US. Entain provides the technology and capabilities which power
BetMGM as well as exclusive games and products, specially developed at its
in-house gaming studios. The Group is tax resident in the UK and is the only
global operator to exclusively operate in domestically regulated or regulating
markets operating in over 40 territories.

Entain is a leader in ESG, a member of FTSE4Good, the DJSI and is AA rated by
MSCI. The Group has set a science-based target, committing to be carbon net
zero by 2035 and through the Entain Foundation supports a variety of
initiatives, focusing on safer gambling, grassroots sport, diversity in
technology and community projects. For more information see the Group's
website: www.entaingroup.com (http://www.entaingroup.com/)

About STS

STS is the leading omnichannel player in the high-growth and regulated Polish
market. The company has a diverse product portfolio with a focus on
high-growth categories including: sportsbetting, betgames, virtual sports and
e-sport (STS was the first bookmaker in Poland to introduce this). As at the
end of 2022, STS has c.2m registered players and 783k active users. STS has a
robust financial growth profile achieving +24% net gaming revenue CAGR and
+34% adjusted EBITDA CAGR since 2020. STS is led by CEO Mateusz Juroszek who
has significant experience in the Polish gaming and broader CEE market.

 

Important notices

This Announcement is for information only and does not itself constitute or
form part of an offer to sell or issue or the solicitation of an offer to buy
or subscribe for securities referred to herein in any jurisdiction including,
without limitation, the United States, any other Restricted Territory (as
defined below) or in any jurisdiction where such offer or solicitation is
unlawful. No public offering of securities will be made in connection with any
securities referred herein in the United Kingdom, the United States, any other
Restricted Territory or elsewhere.

 

This Announcement is restricted and is not for publication, release,
distribution or forwarding, in whole or in part, directly or indirectly, in or
into the United States of America (including its territories and possessions,
any  state of the United States and the District of Columbia (collectively,
the "United States"), Australia, Canada, the Republic of South Africa, Japan
(each a "Restricted Territory") or any other jurisdiction in which such
release, publication, distribution or forwarding would be unlawful. No public
offering of the securities referred to herein is being made in any such
jurisdiction or elsewhere. This information has not been approved by the
London Stock Exchange, nor is it intended to be so approved.

The securities referred to herein have not been and will not be registered
under the United States Securities Act of 1933, as amended (the "Securities
Act"), or with any securities regulatory authority of any state or other
jurisdiction of the United States, and may not be offered, sold or transferred
directly or indirectly in or into the United States, except pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and in compliance with the securities laws
of any state or any other jurisdiction of the United States. No public
offering of any securities referred to herein is being made in the United
States.

Persons distributing this Announcement must satisfy themselves that it is
lawful to do so. This Announcement is for information purposes only and shall
not constitute an offer to sell or issue or the solicitation of an offer to
buy, subscribe for or otherwise acquire securities in any jurisdiction. Any
failure to comply with this restriction may constitute a violation of the
securities laws of such jurisdictions.

No offering document or prospectus will be made available in any jurisdiction
in connection with the matters contained or referred to in this Announcement
and no such offering document or prospectus is required (in accordance with
the EU Prospectus Regulation or UK Prospectus Regulation) to be published.

Certain statements in this announcement are forward-looking statements,
including with respect to Entain's expectations, intentions and projections
regarding its future performance, strategic initiatives, anticipated events or
trends and other matters that are not historical facts and which are, by their
nature, inherently predictive, speculative and involve risks and uncertainty
because they relate to events and depend on circumstances that may or may not
occur in the future. All statements that address expectations or projections
about the future, including statements about operating performance, strategic
initiatives, objectives, market position, industry trends, general economic
conditions, expected expenditures, expected cost savings and financial results
are forward‐looking statements. Any statements contained in this
announcement that are not statements of historical fact are, or may be deemed
to be, forward‐looking statements. These forward-looking statements, which
may use words such as "aim", "anticipate", "believe", "could", "intend",
"estimate", "expect", "may", "plan", "project" or words or terms of similar
meaning or the negative thereof, are not guarantees of future performance and
are subject to known and unknown risks and uncertainties. There are a number
of factors including, but not limited to, commercial, operational, economic
and financial factors, that could cause actual results, financial condition,
performance or achievements to differ materially from those expressed or
implied by these forward-looking statements. Many of these risks and
uncertainties relate to factors that are beyond Entain's ability to control or
estimate precisely, such as changes in taxation or fiscal policy, future
market conditions, currency fluctuations, the behaviour of other market
participants, the actions of governments or governmental regulators, or other
risk factors, such as changes in the political, social and regulatory
framework in which Entain operates or in economic or technological trends or
conditions, including inflation, recession and consumer confidence, on a
global, regional or national basis. Given those risks and uncertainties,
readers are cautioned not to place undue reliance on forward-looking
statements. Forward-looking statements speak only as of the date of this
announcement. Entain and its affiliates, and any of its or their respective
directors, officers, partners, employees, advisers or agents
(collectively, "Representatives") expressly disclaim any obligation or
undertaking to update or revise publicly any forward-looking statements,
whether as a result of new information, future events or otherwise unless
required to do so by applicable law or regulation.

In particular, no statement in this announcement is intended to be a profit
forecast or profit estimate and no statement of a financial metric (including
estimates of EBITDA, profit before tax, free cash flow or net debt) should be
interpreted to mean that any financial metric for the current or future
financial years would necessarily match or exceed the historical published
position of Entain and its subsidiaries. Certain statements in this
announcement may contain estimates. The estimates set out in this announcement
have been prepared based on numerous assumptions and forecasts, some of which
are outside of Entain's influence and/or control, and is therefore inherently
uncertain and there can be no guarantee or assurance that it will be correct.
The estimates have not been audited, reviewed, verified or subject to any
procedures by Entain's auditors. Undue reliance should not be placed on them
and there can be no guarantee or assurance that they will be correct.

This announcement is being issued by and is the sole responsibility of Entain.
No representation or warranty, express or implied, is or will be made as to,
or in relation to, and no responsibility or liability is or will be accepted
by or on behalf of Entain (apart from the responsibilities or liabilities that
may be imposed by the Financial Services and Markets Act 2000, as amended or
the regulatory regime established thereunder) or by its affiliates or any of
its Representatives as to, or in relation to, the accuracy, adequacy, fairness
or completeness of this announcement or any other written or oral information
made available to or publicly available to any interested party or its
advisers or any other statement made or purported to be made by or on behalf
of Entain or any of its affiliates or any of its Representatives in connection
with Entain and any responsibility and liability whether arising in tort,
contract or otherwise therefore is expressly disclaimed.

Morgan Stanley & Co. International plc ("Morgan Stanley"), which is
authorised by the Prudential Regulation Authority and regulated by the
Financial Conduct Authority and the Prudential Regulation Authority in the
United Kingdom, is acting exclusively as financial adviser to Entain and no
one else in connection with the Acquisition. In connection with such matters,
Morgan Stanley, its affiliates and their respective directors, officers,
employees and agents will not regard any other person as their client, nor
will they be responsible to anyone other than Entain for providing the
protections afforded to clients of Morgan Stanley nor for providing advice in
connection with the Acquisition, the contents of this announcement or any
matter referred to herein.

Merrill Lynch International ("BofA Securities"), which is authorised by
the Prudential Regulation Authority and regulated by the Financial Conduct
Authority and the Prudential Regulation Authority in the UK, is acting as
corporate broker and financial adviser exclusively for Entain and for no one
else in connection with the matters referred to in this announcement and will
not be responsible to anyone other than Entain for providing the protections
afforded to its clients or for providing advice in relation to the matters
referred to in this announcement. Neither BofA Securities, nor any of its
affiliates, owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of BofA Securities in
connection with this announcement, any statement contained herein or
otherwise.

 

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