Thu, 10th Jan 2019 11:55
ZEAL Network SE (-) Statement by ZEAL Network SE: Takeover Bid for Lotto24 Requires shareholder meeting on 18 January - no Postponement Possible 10-Jan-2019 / 12:55 CET/CEST Dissemination of a Regulatory Announcement, transmitted by EQS Group. The issuer is solely responsible for the content of this announcement.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) DIRECTLY OR INDIRECTLY IN, INTO OR FROM THE UNITED STATES OF AMERICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
Statement by ZEAL Network SE: Takeover Bid for Lotto24 Requires shareholder meeting on 18 January - no Postponement Possible
(London, 10 January 2019) ZEAL Network SE ('ZEAL'), in light of Lottoland Holdings ('Lottoland') recent comments in the media in which they call for the shareholder meeting scheduled for 18 January 2019 to be delayed, would like to clarify for shareholders that the proposed adjournment, if shareholders attending the meeting were to give their consent, would result in termination of the planned takeover bid for Lotto24 AG ('Lotto24') and a cooling-off period of 12 months before a potential new bid could be made, due to the German takeover law process framework for the transaction. Contrary to Lottoland's representation, ZEAL shareholders would therefore not be able to choose between the Lotto24 transaction and any transaction Lottoland may or may not propose in the future. Shareholders should therefore be aware that the proposed delay of the shareholder meeting to consider an alternative and unspecified offer that may not come, may not be feasible and may not receive regulator support, would mean terminating an agreed transaction which is expected to create significant value for ZEAL shareholders and which addresses recent developments in the regulatory environment in Germany.Dr Helmut Becker, CEO, ZEAL, commented: 'There are currently no other proposals on the table for shareholders to consider and we have no evidence that any serious alternative offers will materialise. We remain open to discussing serious proposals until 18 January when our shareholder meeting will take place as planned. However, seven weeks have already passed since we first announced our proposal, and we are already holding the meeting towards the end of the regulatory timetable. Our plan to reunite ZEAL and Lotto24 has the strongest strategic rationale, offers the best opportunity for sustainable growth and creates the most value for ZEAL's shareholders.'ENDS
Contacts:Media: Matt Drage Head of Corporate Communications, ZEAL Network T: +44 (0)7976 872 861 email@example.com
Lutz Golsch, FTI Consulting T: +49 69 920 37 110 M: +49 173 6517710 firstname.lastname@example.org
Investors: Frank Hoffmann Investor Relations Manager, ZEAL Network T: +44 (0) 20 3739 7123 email@example.com
Important note This announcement is for information purposes only and neither constitutes an offer to purchase or exchange nor an invitation to sell or to make an offer to exchange, securities of Lotto24 AG ('Lotto24') or ZEAL Network SE ('ZEAL'). The final terms and further provisions regarding the public takeover offer will be disclosed in the offer document once its publication will have been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). ZEAL reserves the right to deviate in the final terms and conditions of the public takeover offer from the basic information described herein. Investors and holders of securities of Lotto24 are strongly recommended to read the offer document and all announcements in connection with the public takeover offer as soon as they are published, as they contain or will contain important information.
The offer will be made exclusively under the laws of the Federal Republic of Germany, in particular under the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz (WpÜG)). The offer will not be made pursuant to the provisions of jurisdictions other than those of the Federal Republic of Germany. Therefore, no other announcements, registrations, admissions or approvals of the offer outside of the Federal Republic of Germany have been filed, arranged for or granted.
The ZEAL shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or with any securities regulatory authority of any state or any other jurisdiction of the United States of America ('USA'). Therefore, subject to certain exceptions, ZEAL shares may not be offered or sold within the USA or in any other jurisdiction where to do so would be a violation of applicable law. There is no public offering of ZEAL shares in the USA.
To the extent this announcement contains forward-looking statements, such statements do not represent facts. Forward-looking statements include all matters that are not historical facts. They are characterised by the words 'expect', 'believe', 'estimate', 'intend', 'aim', 'assume', 'plan' or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of ZEAL and the persons acting in conjunction with ZEAL, for example with regard to the potential consequences of the takeover offer for Lotto24, for those shareholders of Lotto24 who choose not to accept the takeover offer or for future financial results of Lotto24. Such forward-looking statements are based on current plans, estimates and forecasts which ZEAL and the persons acting in conjunction with it have made to the best of their knowledge, but which do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by ZEAL or the persons acting in conjunction with it. Actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements.
This release and any materials distributed in connection with this release are not directed to or intended for release, publication or distribution (in whole or in part) directly or indirectly into or from the USA or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction, nor are they directed to, or intended for use by, any person or entity that is a citizen or resident or located in the USA or in any locality, state, country or other jurisdiction where such release, distribution, publication, availability or use would constitute a violation of the relevant laws of such jurisdiction or which would require any registration or licensing within such jurisdiction.
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