REG-ZEAL Network SE ZEAL and Lotto24 enter into Business Combination Agreement

ZEAL Network SEAnnouncement

24/12/2018 10:15

============

   ZEAL Network SE (-)
   ZEAL and Lotto24 enter into Business Combination Agreement

   24-Dec-2018 / 11:13 CET/CEST
   Dissemination of a Regulatory Announcement, transmitted by EQS Group.
   The issuer is solely responsible for the content of this announcement.

   ══════════════════════════════════════════════════════════════════════════

   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

   ZEAL and Lotto24 enter into Business Combination Agreement

     • Signing of the Business Combination Agreement recognises the
       transaction's strong strategic rationale and value creation potential
       for shareholders of both companies
     • Transaction has received merger control clearance from the Federal
       Cartel Office
     • Extraordinary General Meeting to approve the offer called for 18
       January 2019

   (London, 24 December 2018)

   ZEAL Network SE ('ZEAL') and Lotto24 AG ('Lotto24'), Germany's largest
   private digital lottery broker, today entered into a Business Combination
   Agreement ('BCA'). In the BCA, ZEAL and Lotto24 commit to working together
   to obtain the necessary gambling regulatory approvals, realise synergies,
   and pursue growth and value-creating opportunities.

   Petra von Strombeck (CEO of Lotto24) and Magnus von Zitzewitz (CFO of
   Lotto24) are expected to additionally join the ZEAL Executive Board, while
   Jonas Mattsson (CFO of ZEAL) is to additionally join the Executive Board
   of Lotto24, once the details of the cooperation and the road map to
   implementation have been agreed.

   Lotto24 stated its opinion that a cooperation between Lotto24 and ZEAL
   based on the BCA is in the strategic interest of Lotto24, its shareholders
   and other stakeholders.

   ZEAL announced its intention on 19 November 2018 to implement the
   transaction through an all-share voluntary takeover offer for Lotto24. On
   completion, the transaction will create a company with currently combined
   more than 5 million customers globally, billings of around EUR 500
   million, and a diverse international footprint. In the context of the
   transaction ZEAL intends to reacquire control of its myLotto24 and Tipp24
   subsidiaries and transform its German secondary lottery business into a
   locally licensed online brokerage model.

   Dr Helmut Becker, CEO, ZEAL, said: 'This transaction will reunite ZEAL
   with Lotto24 and put us in an extremely strong position to accelerate
   online growth in the German and international lottery markets. The
   Business Combination Agreement recognises the strategic rationale of this
   transaction and the value it creates - for the shareholders of both
   companies, the customers, the German federal states and their lottery
   beneficiaries. I look forward to joining forces with Lotto24, building on
   each other's strengths, and driving growth in Germany and beyond.'

   The combination of ZEAL and Lotto24 was approved by the German Federal
   Cartel Office on 18 December 2018.

   ZEAL has called an Extraordinary General Meeting for 18 January 2019 in
   which shareholders will be asked to approve the offer. The shareholder
   circular and notice is available on www.zeal-offer.com.

   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.

   ══════════════════════════════════════════════════════════════════════════

   ISIN:          GB00BHD66J44
   Category Code: MSCM
   TIDM:          -
   LEI Code:      391200EIRBXU4TUMMQ46
   Sequence No.:  6992
   EQS News ID:   761869


    
   End of Announcement EQS News Service

   ══════════════════════════════════════════════════════════════════════════

    1 fncls.ssp?fn=show_t_gif&application_id=761869&application_name=news&site_id=reuters8

References

   Visible links


============