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Allwyn Entertainment to Support Growth with New York Stock Exchange Listing in Partnership with Publicly-Traded Cohn Robbins Holdings Corp.
Allwyn Entertainment, the new group-wide brand for SAZKA Entertainment AG, 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.
-Allwyn’s Total Enterprise Value in Proposed Transaction Expected to be Approximately $9.3 Billion; Transaction Provides CRHC Shareholders Discount to Enterprise Value-
-CRHC’s Sponsor Entity Commits $50 Million of Total PIPE Investment in Excess of $350 Million-
-Allwyn’s Strategy for Growth through Digitization, Acquisitions, License Tenders to be Strengthened by NYSE’s Premier Platform for Brand and Enhanced Capital Access
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.
Advisors
PJT Partners is acting as financial advisor to Allwyn and KKCG, and is acting as joint placement agent on the PIPE. Kirkland & Ellis LLP and Clifford Chance are serving as legal advisors to Allwyn and KKCG.
Citi is acting as financial advisor to CRHC and joint placement agent on the PIPE. Credit Suisse is acting as Equity Capital Markets advisor to CRHC. Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal advisor to CRHC.
Winston & Strawn LLP is serving as legal advisor to the placement agents.
Investor Webcast Information and Additional Materials
Beginning at 6:00 am EST on January 21, an investor webcast, in which management of Allwyn and CRHC will discuss the proposed transaction, will be available here as well as in the Investor Relations section of the CRHC website at www.cohnrobbins.com. An investor presentation also will be available on the CRHC and Allwyn websites.
Beginning at 6:00 am EST on January 21, an investor webcast, in which management of Allwyn and CRHC will discuss the proposed transaction, will be available here as well as in the Investor Relations section of the CRHC website at www.cohnrobbins.com. An investor presentation also will be available on the CRHC and Allwyn websites.
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Endorphina Enters into Partnership with Luckia
Endorphina has entered into a partnership with Luckia, a leading company in the gaming sector. Combining Endorphina’s passion for slots with Luckia’s innovative spirit, this partnership is set to provide incredible gaming experiences to all iGaming enthusiasts.
Endorphina’s Senior Partnership Manager, Zdenek Llosa, shared his excitement about the partnership: “We are thrilled to join forces with Luckia, a respected and influential operator in Colombia, Spain, Mexico, and Portugal. This partnership is a significant step forward in our global expansion strategy, allowing us to reach new players and markets. We are confident that Luckia’s players will appreciate the quality and diversity of our games, and we look forward to a fruitful and enduring collaboration.”
Luckia is a commercial brand of Luckia Gaming Group that combines offline and online gaming, including traditional businesses such as gaming machines in bars and restaurants and gaming arcades, new online gaming activities, and land-based sports betting. By advancing the current concept surrounding gaming, Luckia aims to provide an extensive entertainment experience, democratizing gaming and making it a social, accessible, and trust-inspiring activity.
Eloy Fernandez, Head of Product at Luckia, said: “We’re thrilled to announce our new partnership with Endorphina, with Mexico being the first market to go live with their creative slot content on Luckia’s platform! Endorphina’s distinctive games will not only enhance our offering but also provide a fresh and engaging experience for our Mexican players. Their unique approach aligns with our mission to elevate entertainment and optimize our services in key markets.”
Compliance Updates
eCOGRA Approved to Operate in Arizona, Indiana and Panama
eCOGRA, a leading international authority in Testing, Inspection and Certification services for the iGaming industry, has secured new regulatory approvals across three key jurisdictions: Arizona, Indiana and Panama. With these developments, eCOGRA strengthens its position in the U.S. and Latin American markets, offering excellence in compliance through their Quality, Speed, and Service promise.
This strategic expansion allows eCOGRA to conduct independent compliance audits and certification services in each region, addressing the growing demand for rigorous regulatory oversight in the fast-evolving global iGaming industry.
Securing approval in Arizona, where eCOGRA has now been licensed as an Event Wagering Ancillary Supplier, enables the International Testing Laboratory (ITL) to audit event wagering licensees in line with Arizona’s expanding regulatory landscape. Indiana, which introduced online sports betting in September 2019, has authorised eCOGRA to perform regulatory compliance audits, providing licensed operators with crucial assurance in meeting the state’s high standards.
In Panama, the Board of Gaming Control officially recognised eCOGRA as an Authorised Entity for Compliance Certification, specifically for slot machines and gaming software. This endorsement reinforces eCOGRA’s role as a trusted partner for operators seeking to meet stringent regulatory requirements in Latin America’s emerging iGaming sector.
“Our recent approvals in Indiana, Arizona, and Panama underline our dedication to continually expand our offering, to support our growing portfolio of clients with their global growth plans. We are committed to ensuring that we bring the same quality, speed and service that marks us out to both our clients and regulators in these dynamic markets,” said Will Shuckburgh, Group CEO of eCOGRA.
Bradley Khoury, Chief Technology Officer at eCOGRA, said: “Securing licensure as an Event Wagering Ancillary Supplier in Arizona and an Authorised Entity in Panama underscores our dedication to supporting responsible and sustainable iGaming operations. We are committed to driving trust and accountability within the industry by providing compliance solutions that uphold the highest standards.”
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Aposta Ganha launches Black Friday promotion with new ambassador Luva de Pedreiro
Aposta Ganha, the fastest growing Brazilian sports betting and casino site in Brazil, has launched its Black Friday promotion with its newest ambassador Luva de Pedreiro, AKA Bricklayer’s Glove.
With over 21 million followers on Instagram, the digital influencer and social media phenomenon will strengthen the brand’s presence in the market and shake up Black Friday with a campaign full of special offers for bettors.
Known for his catchphrase “Receeeeba!” and his irreverent personality, Luva de Pedreiro will be the main face of the campaign, creating a direct connection with the public, football fans and social media enthusiasts. The partnership aims to increase Aposta Ganha’s visibility in the market, attract new bettors and offer an even more dynamic experience.
Aposta Ganha is taking advantage of Black Friday to reinforce its commitment to ethical and transparent operations in the market. The platform complies with the new regulations of the Federal Government and invests in education and awareness initiatives, ensuring a safe experience for its users. Vitor Paulin, Chief Marketing and Growth Officer at Aposta Ganha, said: “Signing an ambassador like Luva de Pedreiro is a huge milestone for Aposta Ganha. His authenticity and connection with the public make him the ideal partner to boost our brand and make the betting experience even more exciting.”
Aposta Ganha’s Black Friday brings unmissable offers for all types of bettors. One highlight is that bettors will receive 10% cashback on the amount lost in the Aviatrix game and daily offers for sports betting. The promotions will be valid from November 21 to 30, with exclusive advantages in selected games each day.
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