This announcement is not an offer, whether directly or
indirectly, in Australia,
Hong Kong, Japan, New
Zealand or South Africa or
in any other jurisdiction where such offer pursuant to legislation
and regulations in such relevant jurisdiction would be prohibited
by applicable law. Shareholders not resident in Sweden who wish to accept the Offer (as
defined below) must make inquiries concerning applicable
legislation and possible tax consequences. Shareholders should
refer to the offer restrictions included in the section titled
"Important information" at the end of this announcement and in the
Offer Document (as defined below). Shareholders in the United States should also refer to the
section titled "Important notice to shareholders in the United States of America" at the end of
this announcement.
LAS VEGAS, Aug. 31, 2022 /PRNewswire/ -- On 2 May 2022, MGM Casino Next Lion, LLC, a
wholly owned indirect subsidiary of MGM Resorts International
("MGM"), announced a recommended public offer to the
shareholders of LeoVegas AB (publ) ("LeoVegas") to tender
all shares in LeoVegas to MGM at a price of SEK 61 in cash per share (the "Offer"). An
offer document relating to the Offer was published on 2 June 2022 (the "Offer Document") and
supplemented on 11 August
2022.
At the end of the acceptance period on 30
August 2022, the Offer had been accepted by shareholders
with a total of 63,047,289 shares in LeoVegas, corresponding to
approximately 64.56 percent of the outstanding shares in
LeoVegas.1 Since the time of announcement of the Offer,
MGM has also acquired 30,400,000 LeoVegas shares2 at
prices not exceeding the price in the Offer. As a result, MGM
controls in total 93,447,289 shares in LeoVegas, corresponding to
approximately 95.69 percent of the outstanding shares in
LeoVegas.1
MGM has decided to complete the Offer. All conditions are
satisfied or have been waived. Settlement for shares tendered in
the Offer during the initial acceptance period will begin around
7 September 2022.
To allow for those shareholders who have not yet accepted the
Offer to tender their shares to MGM, the acceptance period is
extended until 14 September 2022 at
17:00 (CEST). Settlement for shares tendered in the Offer during
the extended acceptance period is expected to begin around
22 September 2022.
Since the Offer is now unconditional, shareholders who have
already accepted or will accept the Offer during the extended
acceptance period, have no right to withdraw their acceptances.
MGM intends to initiate compulsory acquisition proceedings in
accordance with the Swedish Companies Act to acquire all shares not
tendered in the Offer and to promote a delisting of the shares in
LeoVegas from Nasdaq Stockholm.
As set out in the Offer Document, the Offer does not include
warrants issued by LeoVegas to employees under LeoVegas outstanding
incentive programs. MGM has offered the warrant holders to sell all
their warrants to MGM outside of the Offer at a price equal to the
see-through value of the warrants on the basis of the price in the
Offer. The separate offer to the warrant holders has been accepted
by holders of all of the 2,309,550 warrants allotted and
transferred to participants in the incentive programmes.
Further information
For further information on the
Offer, please visit:
http://investors.mgmresorts.com/investors/leovegas
The information was submitted for publication on 31 August 2022, 6:00 p.m.
CEST.
For enquiries, please contact:
Andrew Chapman, Director of
Investor Relations
+1 (702) 693-8711, achapman@mgmresorts.com
Brian Ahern, Executive Director
of Communications
media@mgmresorts.com
Important information
This press release has
been published in Swedish and English. In the event of any
discrepancy in content between the two language versions, the
Swedish version shall prevail.
This announcement is not an offer, whether directly or
indirectly, in Australia,
Hong Kong, Japan, New
Zealand or South Africa or
in any other jurisdictions where such offer pursuant to legislation
and regulations in such relevant jurisdictions would be prohibited
by applicable law (the "Restricted Jurisdictions").
The release, publication or distribution of this press
release in or into jurisdictions other than Sweden may be restricted by law and therefore
any persons who are subject to the laws of any jurisdiction other
than Sweden should inform
themselves about, and observe any applicable requirements. In
particular, the ability of persons who are not resident in
Sweden to accept the Offer may be
affected by the laws of the relevant jurisdictions in which they
are located. Any failure to comply with the applicable restrictions
may constitute a violation of the securities laws of any such
jurisdiction. To the fullest extent permitted by applicable law,
the companies and persons involved in the Offer disclaim any
responsibility or liability for the violation of such restrictions
by any person.
This announcement has been prepared for the purpose of
complying with Swedish law, Nasdaq Stockholm's Takeover Rules (the
"Takeover Rules") and the Swedish Securities Council's rulings
regarding interpretation and application of the Takeover Rules and
the information disclosed may not be the same as that which would
have been disclosed if this press release had been prepared in
accordance with the laws of jurisdictions other than Sweden.
Unless otherwise determined by MGM or required by Swedish
law, the Takeover Rules and the Swedish Securities Council's
rulings regarding interpretation and application of the Takeover
Rules, and permitted by applicable law and regulation, the Offer
will not be made available, directly or indirectly, in, into or
from a Restricted Jurisdiction or any other jurisdiction where to
do so would violate the laws in that jurisdiction and no person may
accept the Offer by any use, means or instrumentality (including,
but not limited to, facsimile, e-mail or other electronic
transmission, telex or telephone) of interstate or foreign commerce
of, or of any facility of a national, state or other securities
exchange of any Restricted Jurisdiction or any other jurisdiction
where to do so would constitute a violation of the laws of that
jurisdiction and the Offer may not be capable of acceptance by any
such use, means, instrumentality or facilities. Accordingly, copies
of this press release and any formal documentation relating to the
Offer are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in or into or
from any Restricted Jurisdiction or any other jurisdiction where to
do so would constitute a violation of the laws of that jurisdiction
and persons receiving such documents (including custodians,
nominees and trustees) must not mail or otherwise forward,
distribute or send them in or into or from any Restricted
Jurisdiction or any other jurisdiction where to do so would
constitute a violation of the laws of that
jurisdiction.
The availability of the Offer to shareholders of LeoVegas
who are not resident in and citizens of Sweden may be affected by the laws of the
relevant jurisdictions in which they are located or of which they
are citizens. Persons who are not resident in or citizens of
Sweden should inform themselves
of, and observe, any applicable legal or regulatory requirements of
their jurisdictions.
The Offer, the information and documents contained in this
press release are not being made and have not been approved by an
authorized person for the purposes of section 21 of the UK
Financial Services and Markets Act 2000 (the "FSMA"). Accordingly,
the information and documents contained in this press release are
not being distributed to, and must not be passed on to, the general
public in the United Kingdom,
unless an exemption applies. The communication of the information
and documents contained in this press release is exempt from the
restriction on financial promotions under section 21 of the FSMA on
the basis that it is a communication by or on behalf of a body
corporate which relates to a transaction to acquire day to day
control of the affairs of a body corporate; or to acquire 50
percent or more of the voting shares in a body corporate, within
article 62 of the UK Financial Services and Markets Act 2000
(Financial Promotion) Order 2005.
Statements in this press release relating to future status
or circumstances, including statements regarding future
performance, growth and other trend projections and their
underlying assumptions, statements regarding plans, objectives,
intentions and expectations with respect to future financial
results, events, operations, services, product development and
potential and other effects of the Offer, are forward-looking
statements. These statements may generally, but not always, be
identified by the use of words such as "anticipates", "intends",
"expects", "believes", "estimates", "plans", "will be" or similar
expressions. By their nature, forward-looking statements involve
risk and uncertainty because they relate to events and depend on
circumstances that will occur in the future. Actual results and
developments may differ materially from those expressed in, or
implied or projected by these forward-looking statements due to
many factors, many of which are outside the control of MGM.
Forward-looking statements appear in a number of places throughout
this announcement and the information incorporated by reference
into this announcement and may include statements regarding the
intentions, beliefs or current expectations of MGM or LeoVegas
concerning, amongst other things: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance,
indebtedness, financial condition, dividend policy, losses and
future prospects; (ii) business and management strategies, the
expansion and growth of MGM's or LeoVegas' business operations and
potential synergies resulting from the Offer; and (iii) the effects
of government regulation and industry changes on the business of
MGM or LeoVegas. Any forward-looking statements made herein speak
only as of the date on which they are announced. Except as required
by the Takeover Rules or applicable law or regulations, MGM
expressly disclaims any obligation or undertaking to publicly
announce updates or revisions to any forward-looking statements
contained in the offer document to reflect any change in
expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based.
The reader should, however, consult any additional disclosures that
MGM or LeoVegas have made or may make.
Important notice to shareholders in the United States of America
The
Offer described in this press release is made for the issued and
outstanding shares of LeoVegas, a company incorporated under
Swedish law, and is subject to Swedish disclosure and procedural
requirements, which may be different from those of the United States. The Offer is made in
the United States pursuant to
Section 14(e) of the U.S. Securities Exchange Act of 1934, as
amended (the "U.S. Exchange Act") and Regulation 14E thereunder
("Regulation 14E"), to the extent applicable, and otherwise in
compliance with the disclosure and procedural requirements of
Swedish law, including with respect to withdrawal rights, the Offer
timetable, notices of extensions, announcements of results,
settlement procedures (including as regards to the time when
payment of the consideration is rendered) and waivers of
conditions, which may be different from requirements or customary
practices in relation to U.S. domestic tender offers. The offeror's
ability to waive the conditions to the Offer (both during and after
the end of the acceptance period) and the shareholders' ability to
withdraw their acceptances, may not be the same under a tender
offer governed by Swedish law as under a tender offer governed by
U.S. law. Holders of the shares of LeoVegas domiciled or resident
in the United States (the "U.S.
Holders") are encouraged to consult with their own advisors
regarding the Offer.
LeoVegas' financial statements and all financial
information included herein, or any other documents relating to the
Offer, have been or will be prepared in accordance with IFRS and
may not be comparable to the financial statements or financial
information of companies in the United
States or other companies whose financial statements are
prepared in accordance with U.S. generally accepted accounting
principles. The Offer is made to the U.S. Holders on the same terms
and conditions as those made to all other shareholders of LeoVegas
to whom the offer is being made. Any information documents,
including the offer document, are being disseminated to U.S.
Holders on a basis comparable to the method pursuant to which such
documents are provided to LeoVegas' other shareholders.
The U.S. Holders should consider that the price for the
Offer is being paid in SEK and that no adjustment will be made
based on any changes in the exchange rate.
It may be difficult for U.S. Holders to enforce their
rights and any claims they may have arising under the U.S. federal
or state securities laws in connection with the Offer, since
LeoVegas is located in another country other than the United States, and some or all of its
officers and directors may be residents of countries other than
the United States. U.S. Holders
may not be able to sue LeoVegas or MGM or their respective officers
or directors in a non-U.S. court for violations of U.S. securities
laws. Further, it may be difficult to compel LeoVegas or MGM and/or
their respective affiliates to subject themselves to the
jurisdiction or judgment of a U.S. court.
To the extent permissible under applicable law or
regulations, MGM and its affiliates or its brokers and its brokers'
affiliates (acting as agents for MGM or its affiliates, as
applicable) may from time to time and during the pendency of the
Offer, and other than pursuant to the Offer, directly or indirectly
purchase or arrange to purchase shares of LeoVegas outside
the United
States in reliance on applicable
exemptions from the requirements of Regulation 14E (or any
securities that are convertible into, exchangeable for or
exercisable for such shares). These purchases may occur either in
the open market at prevailing prices or in private transactions at
negotiated prices, but in any event, at a price per share not more
than the Offer Price, and information about such purchases will be
disclosed by means of a press release or other means reasonably
calculated to inform U.S. Holders of such information. In addition,
affiliates to the financial advisors to MGM may also engage in
ordinary course trading activities in securities of LeoVegas, which
may include purchases or arrangements to purchase such securities
as long as such purchases or arrangements are in compliance with
applicable law and regulation. Any information about such purchases
will be announced in Swedish and in a non-binding English
translation available to the U.S. Holders through relevant
electronic media if, and to the extent, such announcement is
required under applicable Swedish or U.S. law, rules or
regulations.
The receipt of cash pursuant to the Offer by a U.S. Holder
may be a taxable transaction for U.S. federal income tax purposes
and under applicable U.S. state and local, as well as foreign and
other, tax laws. Each shareholder is urged to consult an
independent professional advisor regarding the tax consequences of
accepting the Offer. Neither MGM nor any of its affiliates and
their respective directors, officers, employees or agents or any
other person acting on their behalf in connection with the Offer
shall be responsible for any tax effects or liabilities resulting
from acceptance of this Offer.
NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR
ANY U.S. STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED
THE OFFER, PASSED ANY COMMENTS UPON THE MERITS OR FAIRNESS OF THE
OFFER, PASSED ANY COMMENT UPON THE ADEQUACY OR COMPLETENESS OF THIS
PRESS RELEASE OR PASSED ANY COMMENT ON WHETHER THE CONTENT IN THIS
PRESS RELEASE IS CORRECT OR COMPLETE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENCE IN THE
UNITED STATES.
Goldman Sachs & Co. LLC is not responsible to anyone
other than MGM Resorts International for advice in connection with
the Offer.
1 Based on 97,652,970 outstanding shares in LeoVegas,
which excludes 4,000,000 treasury shares held by LeoVegas. There is
only one class of shares in LeoVegas. Each share carries one
vote.
2 Corresponding to approximately (i) 29.91 percent of
the total number of 101,652,970 shares in LeoVegas and (ii) 31.13
percent of the 97,652,970 outstanding shares in LeoVegas (excluding
4,000,000 treasury shares held by LeoVegas).