REG-ZEAL Network SE Statement by ZEAL Network SE in response to public letter from Lottoland

ZEAL Network SEAnnouncement

08/01/2019 06:35

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   ZEAL Network SE (-)
   Statement by ZEAL Network SE in response to public letter from Lottoland

   08-Jan-2019 / 07:33 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 in response to public letter from Lottoland

   (London, 8 January 2019)

   ZEAL Network SE ('ZEAL') acknowledges yesterday's comments from secondary
   lottery operator Lottoland Holdings ('Lottoland') about ZEAL's planned
   public takeover offer for Lotto24 AG ('Lotto24'), and its suggestion of it
   making an unspecified offer for unspecified assets of the ZEAL Group by 31
   January 2019.

   Since the announcement of the planned takeover of Lotto24 seven weeks ago,
   ZEAL has not received any proposals for alternative transactions. ZEAL
   remains open to discussing serious alternative proposals until 18 January
   2019 when the Extraordinary General Meeting will take place as planned.

   ZEAL believes that the intention behind Lottoland's comments is to
   interfere with the planned takeover of Lotto24 and spread uncertainty.
   Given Lottoland's obvious position as a direct competitor, ZEAL cautions
   all shareholders to treat their comments with due scepticism.

   ZEAL advises its shareholders, in considering how to vote at the
   shareholder meeting, to take note of the information in the shareholder
   circular and notice sent in connection with the meeting, which is also
   available online at www.zeal-offer.com.

   Dr Helmut Becker, CEO, ZEAL, commented: 'We firmly believe that, of the
   alternatives we have considered, our proposal 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.
   Strong opposition from a competing secondary lottery operator is clear and
   compelling evidence that our transaction is the best way forward for our
   company and our 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.:  7115
   EQS News ID:   764017


    
   End of Announcement EQS News Service

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