REG-ZEAL Network SE ZEAL Network SE publishes offer to Lotto24 shareholders and announces start of acceptance period

ZEAL Network SEAnnouncement

31/01/2019 13:55

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   ZEAL Network SE (-)
   ZEAL Network SE publishes offer to Lotto24 shareholders and announces
   start of acceptance period

   31-Jan-2019 / 14:50 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 ANY JURISDICTION WHERE TO DO SO
   WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

   London, 31 January 2019

   ZEAL Network SE publishes offer to Lotto24 shareholders and announces
   start of acceptance period

     • Offer document published today following approval by German Federal
       Financial Supervisory Authority
     • Acceptance period commences today and ends on 10 April 2019
     • Exchange of one new ZEAL share for 1.604 Lotto24 shares
     • ZEAL has already secured irrevocable commitments to accept the offer
       from major shareholders representing approximately 65% of Lotto24
       shares
     • Lotto24 shareholders who accept the offer will benefit from increased
       efficiencies between both companies as well as significant cost
       synergies at ZEAL level due to the change of business model

   ZEAL Network SE ('ZEAL') today published its offer document for the
   all-share voluntary takeover offer for Germany's largest private digital
   lottery broker, Lotto24 AG ('Lotto24'). Prior to its publication, the
   offer document was approved by the German Federal Financial Supervisory
   Authority (BaFin) in accordance with the German Securities Acquisition and
   Takeover Act (Wertpapiererwerbs- und Übernahmegesetz).

   As of today, Lotto24 shareholders can accept the takeover offer by
   tendering their shares to ZEAL. Lotto24 shareholders will receive one new
   ZEAL share in exchange for 1.604 shares of Lotto24. The acceptance period
   will end on 10 April 2019 at 24:00 hours (CET).

   ZEAL has already secured approximately 65% of the shares and voting rights
   in Lotto24 through irrevocable tender commitments from major shareholders
   of the company, namely Günther Group, Working Capital and Jens Schumann.

   Dr Helmut Becker, CEO, ZEAL: 'We are fully on track to reunite ZEAL and
   Lotto24. The conversion of Tipp24 to the lottery brokerage model and our
   combination with Lotto24 will create a superior platform for sustainable
   and accelerated growth in Germany and beyond. Lotto24 has successfully
   grown its market share in the German online lottery market to 34% in 2018.
   Together, we will build on this position, and our combined scale and
   technology capability to further expand our joint business. We are
   convinced that the transaction will create significant value for
   shareholders of both companies, customers, and the German federal states
   and their lottery beneficiaries. With our offer, we are inviting Lotto24
   shareholders to join us on this exciting journey and become part of our
   combined success story.'

   On completion, the transaction will create a digital lottery group with
   currently more than 5 million combined customers globally, current
   combined billings of about EUR 500 million, and a diverse international
   footprint. In the context of the deal, and consistent with its renewed
   strategy to de-risk its business model and focus on locally licensed
   businesses, ZEAL intends to transform its German secondary lottery
   business into a locally licensed online brokerage model after reacquiring
   control of its myLotto24 and Tipp24 subsidiaries.

   Within the acceptance period, Lotto24 shareholders can accept the offer
   and tender their shares. In case the offer conditions are satisfied at the
   end of the acceptance period, there will be a mandatory additional
   acceptance period of two weeks. M.M.Warburg & CO (AG & Co.) KGaA, Hamburg,
   Germany, will act as settlement agent with regard to the offer.

   The offer document has been published at  1 www.zeal-offer.com. Copies of
   the offer document and a non-binding English translation are also
   available at the settlement agent.

   ENDS

   Media contact:

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

   FTI Consulting
   Simon Brenner
   T: +49 (0)69 92037 104
   M: +49 (0)151 29803798
    3 simon.brenner@fticonsulting.com

   Investor Relations contact:
   ZEAL Network
   Frank Hoffmann
   Investor Relations Manager
   +44 (0) 20 3739 7123
    4 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 or ZEAL Network SE. The final
   terms and further provisions regarding the public takeover offer are
   contained in the offer document, the publication of which has been
   approved by the German Federal Financial Supervisory Authority
   (Bundesanstalt für Finanzdienstleistungsaufsicht). Investors and holders
   of securities of Lotto24 AG are strongly recommended to read the offer
   document and all announcements in connection with the public takeover
   offer, 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 WpÜG. The Offer will not be made
   pursuant to the provisions of jurisdictions other than those of the
   Federal Republic of Germany. In particular, the offer document, or any
   summary or excerpt thereof, shall not be directly or indirectly
   distributed, disseminated or circulated outside of the Federal Republic of
   Germany or, without requiring a prospectus within the meaning of the
   Prospectus Regulation due to a public offer in other member states of the
   European Union or the European Economic Area, the European Union or the
   European Economic Area, if and to the extent such distribution,
   dissemination or circulation is not in compliance with applicable foreign
   regulations, or depends on the issuance of authorisations, compliance with
   official procedures or any other legal requirements, and such conditions
   are not satisfied.

   To the extent that this document 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 the Bidder and the persons acting
   in conjunction with it, for example with regard to the potential
   consequences of the Offer for Lotto24 AG, for those shareholders of
   Lotto24 AG who choose not to accept the Offer or for future financial
   results of Lotto24 AG. Such forward-looking statements are based on
   current plans, estimates and forecasts which the Bidder 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 the Bidder 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.

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   ISIN:          GB00BHD66J44
   Category Code: OFF - Lotto24 AG
   TIDM:          -
   LEI Code:      391200EIRBXU4TUMMQ46
   Sequence No.:  7313
   EQS News ID:   771457


    
   End of Announcement EQS News Service

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    5 fncls.ssp?fn=show_t_gif&application_id=771457&application_name=news&site_id=reuters8

References

   Visible links
   1. https://link.cockpit.eqs.com/cgi-bin/fncls.ssp?fn=redirect&url=3d2729603ebafd683e38277914b35c1e&application_id=771457&site_id=reuters8&application_name=news
   2. mailto:matt.drage@zeal-network.co.uk
   3. mailto:simon.brenner@fticonsulting.com
   4. mailto:frank.hoffman@zeal-network.co.uk


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