This announcement is not an offer, whether directly or
indirectly, in Australia,
Canada, 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 which was published on 20
January 2021. Shareholders in the
United States should also refer to the section titled
"Special notice to shareholders in the
United States" at the end of this announcement.
LONDON, March 3, 2021 /PRNewswire/ -- On 7 January 2021, Entain plc, through its
wholly-owned subsidiary Bwin Holdings (Malta) Limited ("Entain") announced a
recommended public cash offer to the shareholders of Enlabs AB
(publ) ("Enlabs") to tender all their Enlabs shares to
Entain (the "Offer"). An offer document relating to the
Offer was made public on 20 January
2021.
On 23 February 2021, Enlabs
published its year-end report for the period January – December 2020, and on 1
March 2021, Entain announced an increase of the price under
the recommended Offer from SEK 40 per
share to SEK 53 per share (the
"Increased Offer Price"). As a result, Entain
has prepared a supplement to the offer document that has been
published today, which includes Enlabs' year-end report and
Entain's press release regarding the Increased Offer Price.
The supplement is available on Entain's website
https://entaingroup.com/investor-relations/enlabs-ab-public-offer-documents/,
on the website of Aktieinvest FK AB www.aktieinvest.se/enlabs2021,
and on the website https://www.enlabs-offer.com. The supplement
should be read together with, and forms an integrated part of, the
offer document in every aspect.
A copy of the supplement and a pre-printed acceptance form will
be sent to shareholders in Enlabs whose shares are directly
registered with Euroclear Sweden AB.
The acceptance period of the Offer commenced on 21 January 2021 and expires on 18 March 2021. Settlement is expected to commence
on 30 March 2021. Entain has reserved
the right to extend the acceptance period as well as to postpone
the date of settlement.
For further information, please contact:
Entain plc
Investor Relations
David Lloyd-Seed, Director of
Investor Relations & External Communications
investors@entaingroup.com
Media
Tessa Curtis, Head of Media
Relations
Jay Dossetter, Head of ESG and Press Office
media@entaingroup.com
tessa.curtis@entaingroup.com
jay.dossetter@entaingroup.com
Powerscourt
Rob Greening / Elly Williamson
Tel: +44 (0) 20 7250 1446
entain@powerscourt-group.com
Fogel & Partners
Birgitta Henriksson
birgitta.henriksson@fogelpartners.se
+46 70 812 86 39
The information set out in this announcement was submitted
for publication on 3 March 2021,
8.00 a.m. CET.
Important information
The Offer is not being made, directly or indirectly, in or into
Australia, Canada, Hong
Kong, Japan, New Zealand or South
Africa by use of mail or any other communication means or
instrumentality (including, without limitation, facsimile
transmission, electronic mail, telex, telephone and the Internet)
of interstate or foreign commerce, or of any facility of national
securities exchange or other trading venue, of Australia, Canada, Hong
Kong, Japan, New Zealand or South
Africa, and the Offer cannot be accepted by any such use or
by such means, instrumentality or facility of, in or from,
Australia, Canada, Hong
Kong, Japan, New Zealand or South
Africa. Accordingly, this press release or any documentation
relating to the Offer are not being and should not be sent, mailed
or otherwise distributed or forwarded in or into Australia, Canada, Hong
Kong, Japan, New Zealand or South
Africa.
This press release is not being, and must not be, sent to
shareholders with registered addresses in Australia, Canada, Hong
Kong, Japan, New Zealand or South
Africa. Banks, brokers, dealers and other nominees holding
shares for persons in Australia,
Canada, Hong Kong, Japan, New
Zealand or South Africa
must not forward this press release or any other document received
in connection with the Offer to such persons.
The Offer, the information and documents contained in this press
release are not being made and have not been approved by an
authorised person for the purposes of section 21 of the UK
Financial Services and Markets Act 2000 (the "FSMA"). 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 per cent 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 other benefits 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", 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. There can be no
assurance that actual results will not differ materially from those
expressed or implied by these forward-looking statements due to
many factors, many of which are outside the control of Entain. Any
such forward-looking statements speak only as of the date on which
they are made and Entain has no obligation (and undertakes no such
obligation) to update or revise any of them, whether as a result of
new information, future events or otherwise, except for in
accordance with applicable laws and regulations.
Special notice to shareholders in the United States
The Offer described in this press release is made for the issued
and outstanding shares of Enlabs, 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, 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. Holders of the shares of Enlabs
domiciled in the United States
(the "U.S. Holders") are encouraged to consult with their
own advisors regarding the Offer.
Enlabs' 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 Enlabs to whom an offer
is 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 Enlabs'
other shareholders.
The Offer, which is subject to Swedish law, is being made to the
U.S. Holders in accordance with the applicable U.S. securities
laws, and applicable exemptions thereunder. To the extent the Offer
is subject to U.S. securities laws, those laws only apply to U.S.
Holders and thus will not give rise to claims on the part of any
other person. The U.S. Holders should consider that the Increased
Offer Price 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 Enlabs shareholders 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 Enlabs
and Entain are located in countries other than the United States, and some or all of their
officers and directors may be residents of countries other than
the United States. Enlabs
shareholders may not be able to sue Enlabs or Entain 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
Enlabs or Entain 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,
Entain and its affiliates or its brokers and its brokers'
affiliates (acting as agents for Entain 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 Enlabs outside
the United States, 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, 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,
the financial advisors to Entain may also engage in ordinary course
trading activities in securities of Enlabs, which may include
purchases or arrangements to purchase such securities as long as
such purchases or arrangements are in compliance with the
applicable law. 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 adviser regarding the tax consequences of
accepting the Offer. Neither Entain 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.