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.
PRESS RELEASE, 22 MARCH 2021
Entain successfully completes the
recommended public cash offer to the shareholders of Enlabs and
extends the acceptance period
On 7 January 2021, Entain plc,
through its wholly-owned subsidiary Bwin Holdings (Malta) Limited (“Entain”) announced a
public cash offer to the shareholders of Enlabs AB (publ)
(“Enlabs”) to tender all their Enlabs shares to Entain (the
“Offer”). On 1 March 2021,
Entain announced that it had decided to increase the consideration
in the Offer from SEK 40 per share to
SEK 53 per share.
The Offer has been accepted by shareholders holding in total
65,856,834 shares, corresponding to approximately 94.2% of the
total number of shares and votes in Enlabs.
As set out in the offer document, the Offer did not include
warrants issued by Enlabs and acquired by employees under the
incentive program implemented by Enlabs. Entain has offered the
warrant holders to sell all their warrants to Entain outside of the
Offer at a price equal to the see-through value of the warrants on
the basis of the offer price. The separate offer to the warrant
holders has been accepted by holders of 1,350,000 warrants out of a
total of 1,400,000 warrants allotted and transferred to
participants in the incentive program.
Except as set out above, Entain has not acquired any Enlabs
shares or financial instruments that give a financial exposure to
the Enlabs shares outside the Offer.
All conditions for completion of the Offer have been satisfied
and Entain therefore declares the Offer unconditional. Settlement
in respect of the Enlabs shares tendered no later than 18 March 2021, is expected to occur on or around
30 March 2021.
Entain has decided to extend the acceptance period until 13.00
CET on 1 April 2021 to enable Enlabs
shareholders who have not yet accepted the Offer to accept the
Offer. Settlement in respect of shares tendered during the extended
acceptance period is expected to occur on or around 13 April 2021. Entain will not extend the
acceptance period further.
Entain intends to initiate compulsory acquisition proceedings in
respect of Enlabs shares not tendered in the Offer, and to request
that the Enlabs board applies for a delisting of the Enlabs shares
from Nasdaq First North Growth Market.
The offer document (including the supplement) in Swedish and
English versions as well as other information relating to the Offer
are 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.
For further information, please
contact:
Entain plc
Investor Relations
David Lloyd-Seed, Group Director of
Investor Relations & Corporate 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 22 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 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.