REG-ZEAL Network SE Statement by ZEAL Network SE: Takeover Bid for Lotto24 Requires shareholder meeting on 18 January - no Postponement Possible

ZEAL Network SEAnnouncement

10/01/2019 12:00

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   ZEAL Network SE (-)
   Statement by ZEAL Network SE: Takeover Bid for Lotto24 Requires
   shareholder meeting on 18 January - no Postponement Possible

   10-Jan-2019 / 12:55 CET/CEST
   Dissemination of a Regulatory Announcement, transmitted by EQS Group.
   The issuer is solely responsible for the content of this announcement.

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   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.

   Press release

   Statement by ZEAL Network SE: Takeover Bid for Lotto24 Requires
   shareholder meeting on 18 January - no Postponement Possible

   (London, 10 January 2019)

   ZEAL Network SE ('ZEAL'), in light of Lottoland Holdings ('Lottoland')
   recent comments in the media in which they call for the shareholder
   meeting scheduled for 18 January 2019 to be delayed, would like to clarify
   for shareholders that the proposed adjournment, if shareholders attending
   the meeting were to give their consent, would result in termination of the
   planned takeover bid for Lotto24 AG ('Lotto24') and a cooling-off period
   of 12 months before a potential new bid could be made, due to the German
   takeover law process framework for the transaction.

   Contrary to Lottoland's representation, ZEAL shareholders would therefore
   not be able to choose between the Lotto24 transaction and any transaction
   Lottoland may or may not propose in the future.

   Shareholders should therefore be aware that the proposed delay of the
   shareholder meeting to consider an alternative and unspecified offer that
   may not come, may not be feasible and may not receive regulator support,
   would mean terminating an agreed transaction which is expected to create
   significant value for ZEAL shareholders and which addresses recent
   developments in the regulatory environment in Germany.

   Dr Helmut Becker, CEO, ZEAL, commented: 'There are currently no other
   proposals on the table for shareholders to consider and we have no
   evidence that any serious alternative offers will materialise. We remain
   open to discussing serious proposals until 18 January when our shareholder
   meeting will take place as planned. However, seven weeks have already
   passed since we first announced our proposal, and we are already holding
   the meeting towards the end of the regulatory timetable. Our plan to
   reunite ZEAL and Lotto24 has the strongest strategic rationale, offers the
   best opportunity for sustainable growth and creates the most value for
   ZEAL's shareholders.'

   ENDS

   Contacts:

   Media:
   Matt Drage
   Head of Corporate Communications, ZEAL Network
   T: +44 (0)7976 872 861
   matt.drage@zeal-network.co.uk

   Lutz Golsch, FTI Consulting
   T: +49 69 920 37 110
   M: +49 173 6517710
   lutz.golsch@fticonsulting.com

   Investors:
   Frank Hoffmann
   Investor Relations Manager, ZEAL Network
   T: +44 (0) 20 3739 7123
   frank.hoffmann@zeal-network.co.uk

   Important note
   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 release and any materials distributed in connection with this release
   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.

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   ISIN:          GB00BHD66J44
   Category Code: MSCL
   TIDM:          -
   LEI Code:      391200EIRBXU4TUMMQ46
   Sequence No.:  7134
   EQS News ID:   765029


    
   End of Announcement EQS News Service

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