Bär & Karrer berät Cohn Robbins Holding Corp. beim geplanten Börsengang via SPAC von Allwyn Entertainment

Die Schweizer Allwyn Entertainment AG (vormals Sazka Entertainment), ein führender multinationaler Lotteriebetreiber, der Lotterien in Österreich, der Tschechischen Republik, Griechenland, Zypern und Italien betreibt, beabsichtigt, in Partnerschaft mit Cohn Robbins Holdings Corp. (NYSE: CRHC.U, eine Special-Purpose-Akquisitionsgesellschaft (SPAC)), an der NYSE kotiert zu werden, was zu einem erwarteten Gesamtunternehmenswert für Allwyn Entertainment von ca. USD 9.3 Milliarden führt. Bär & Karrer war in dieser Transaktion als Schweizer Rechts- und Steuerberaterin für Cohn Robbins Holding Corp. tätig.

Die geplante Transaktion wird voraussichtlich im zweiten Quartal 2022 abgeschlossen, unter Vorbehalt üblicher Vollzugsbedingungen.

Team von Bär & Karrer

Bär & Karrer war in dieser Transaktion als Schweizer Rechts- und Steuerberaterin für Cohn Robbins Holding Corp. tätig. Das Team bestand aus Urs Kägi (Kapitalmarktrecht, M&A), Christoph Neeracher (M&A), Rebecca Schori, Stefanie Walch und Linus Zweifel (alle Kapitalmarktrecht/M&A), Faton Aliu (Finanzierung), Markus Schott (Aufsichtsrecht), Laura Widmer (Arbeitsrecht) sowie Susanne Schreiber und Elena Kumashova (beide Steuern).

Information von Cohn Robbins über die SPAC-Transaktion

Cohn Robbins Holdings Corp. Informiert wie folgt über die Transaktion:

Allwyn Entertainment, the new group-wide brand for SAZKA Entertainment AG („Allwyn Entertainment“ or „Allwyn“ or the „Company“), a leading multinational lottery operator, today announced another significant step in its evolution to a global lottery-led entertainment platform:  Allwyn’s intention to become a publicly-listed company on the New York Stock Exchange (NYSE) in partnership with NYSE-listed Cohn Robbins Holdings Corp. (CRHC), resulting in an expected total enterprise value for Allwyn of approximately $9.3 billion.  As described below and subject to certain limitations, an innovative feature of the Transaction provides CRHC shareholders the opportunity to establish ownership stakes at a maximum enterprise value of approximately $8.7 billion.  CRHC is Co-Chaired by its Co-Founders, Gary D. Cohn and Clifton S. Robbins.

Karel Komárek, Chairman of the Board of Allwyn and Founder of KKCG Investment Group, Allwyn’s majority owner, stated, „Listing on the NYSE is the next chapter in Allwyn’s history and track record of shared success benefitting players, communities, governments and investors.  We forecast the business delivering attractive revenue, profit and cash flow growth, creating attractive long-term value for investors.  Going public positions Allwyn to expand its shared success to more markets, while enhancing capital access to fund opportunities for accelerated growth.  KKCG has known for years that Allwyn is an amazing business, and I am very proud that global investors will have the opportunity to participate in its further growth.“

Robert Chvatal, Chief Executive Officer of Allwyn, stated, „It is an opportune time for Allwyn to take this exciting step.  Jurisdictions in Europe and North America should have higher expectations for the innovations their lotteries can deliver.  With consumers expecting the option to experience and pay for entertainment online, Allwyn is building stronger, more individualized and more valuable relationships with our customers.  We look forward to applying our experience in developing market-specific, culturally-attuned lottery entertainment to new customers and geographies as an NYSE-listed company.“

A Leader in the Large, Resilient and Growing Lottery Industry

The $300 billion global lottery industry is the largest constituent of the global gaming ecosystem by sales and wagers, with customer demographics and market dynamics characterized by high participation globally; resiliency through market cycles; and expected acceleration in growth from digitization and the trend toward increasing online sales.

With a history of robust organic growth complemented by value-accretive acquisitions, Allwyn’s management team has built a platform whose component businesses (on a 100% basis) collected approximately €16 billion in wagers over the 12-month period ended June 30, 2021.  A leading multinational lottery operator, Allwyn operates lotteries in Austria, the Czech Republic, Greece, Cyprus and Italy, and forecasts approximately $810 million (€710 million) in Adjusted EBITDA from approximately $1.7 billion (€1.5 billion) in net gaming revenue in 2022.  Pro forma net debt / 2022E Adjusted EBITDA is expected to be approximately 1.6x.

Allwyn is committed to the highest standards of player protection, with all Allwyn-operated lottery businesses currently certified for responsible gaming by European Lotteries and holding the highest level of responsible gaming certification (Level 4) from the World Lottery Association.

NYSE Listing and Capital Investment to Support Growth Strategy

Allwyn expects the NYSE listing to support its global growth strategy by:

  • Providing the Company with greater access to capital markets to complement its strong balance sheet and cash flow generation, enabling it to accelerate its successful organic and inorganic growth strategy;
  • Enhancing and expanding its global brand, including in highly attractive United States markets; and
  • Building upon its reputation for transparency as a longstanding issuer of publicly-traded bonds with the additional distinctions of being an SEC-regulated company listed on the world’s premier stock exchange.

Trends in developed countries‘ lottery, igaming and sports betting markets indicate the potential for significant additional online penetration in markets where Allwyn operates, as well as in those it has targeted for expansion.  In markets where online lottery has been introduced, both total market size and the retail lottery market have grown substantially.

Online users of Allwyn businesses have more than doubled in the past two years, enabling the Company to establish customer relationships and implement cross-selling initiatives that it expects to create greater value and benefit from low churn rates and customer acquisition costs.

The Company also has identified new market opportunities in Europe and the United States, via potential acquisitions and license tenders, in markets that represent approximately €129 billion in estimated 2022 lottery wagers.

Messrs. Gary D. Cohn and Clifton S. Robbins, Co-Founders and Co-Chairmen of Cohn Robbins Holdings Corp., stated, „We have worked with hundreds of management teams and invested in hundreds of companies in our careers, but we founded Cohn Robbins to seek out just one.  We believe that Allwyn is the right company, in the right industry, at the right time and with the right leadership team.  We are excited by the growth opportunities the Company has ahead of it and we look forward to providing our support.  We also are very pleased to be bringing this transaction to Cohn Robbins shareholders in an innovative way and at an attractive valuation.“

A Valuable and Responsible Community Partner

More than $100 billion, or approximately one-third of worldwide annual lottery sales, has gone toward funding public programming in recent years, according to data collected from their members by the World Lottery Association and European Lotteries.  Allwyn uses its platform and skills to the benefit of the communities it serves.

Since 2014, Allwyn’s business has provided major support for the renovation and modernization of Greece’s most important, largest and oldest children’s hospitals.  The Company promotes active lifestyles as major sponsors of professional and mass sport, including Olympic teams, professional football and basketball teams, and after-school programs and activities for children.  It is the biggest supporter of sports in Austria, with its subsidiary, Austrian Lotteries, making a guaranteed annual contribution of at least €80 million to sports, and having provided approximately €1.7 billion in sports funding since 1986.  In the Czech Republic, 150,000 school children each year participate in a Company-sponsored Olympic-style multi-sport contest, and the Company supports more than 3,200 disadvantaged children in pursuing sports through the Czech Olympic Foundation.  In Greece, Allwyn sponsors more than 175 sports academies serving more than 18,000 children, 28,000 parents and guardians, and 1,000 coaches.

Transaction Overview

Current Allwyn equity holders are expected to retain approximately 83% ownership in the Company, and no new shareholder of the Company will own a stake of more than 5% immediately following the transaction.

Allwyn’s expected implied pro forma total enterprise value of approximately $9.3 billion represents approximately 11.5x 2022E Adjusted EBITDA.  However, due to a bonus pool of up to approximately 6.6 million CRHC shares to be made available exclusively to non-redeeming CRHC shareholders, such shareholders have the opportunity to establish ownership stakes at a maximum expected effective valuation multiple of 10.8x 2022E Adjusted EBITDA, or approximately $8.7 billion in total enterprise value.  Bonus shares forfeited by redeeming shareholders will be distributed to non-redeeming shareholders on a pro rata basis, which is variable based on a range of exchange ratios for shares held by non-redeeming shareholders of between 1.08x and 1.40x, to be determined based on redemptions.  Assuming a price of $10.00 per share of CRHC common stock at the closing of the transaction, non-redeeming CRHC shareholders would receive, in exchange for each share of CRHC common stock held, shares of the post-combination company with value equating to between $10.80 (assuming no redemptions by CRHC shareholders) and $14.00 (assuming redemptions resulting in the maximum exchange ratio).

CRHC, a special purpose acquisition company, holds approximately $828 million of cash in trust.  Concurrent with the consummation of the proposed transaction, investors have committed to purchase more than $350 million of securities of the combined company (the „PIPE investment“).  The PIPE investment includes participation from a group of international investors, including $50 million from CRHC’s Sponsor entity.

The proposed transaction, which has been unanimously approved by both the Board of Directors of Allwyn and the Board of Directors of CRHC, is expected to close in the second quarter of 2022, subject to approval by CRHC’s stockholders, gaming regulatory approvals and other customary closing conditions.

Upon closing, Mr. Robbins will join Allwyn’s Board of Directors and Mr. Cohn will serve as a Special Advisor to Allwyn’s Board Chairman.

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