SAZKA Allwyn enters NYSE in partnership with listed Cohn Robbins Holdings

Allwyn Entertainment, the new brand of SAZKA Entertainment AG and a leading multinational lottery provider, today announced another important step in its development as a global lottery-focused entertainment platform: Allwyn intends to go public on the New York Stock Exchange (NYSE) in partnership with NYSE-listed Cohn Robbins Holdings Corp. (CRHC), bringing Allwyn’s expected total corporate value to approximately $ 9.3 billion. As described below – and subject to certain restrictions – an innovative feature of the Transaction is that it offers CRHC shareholders the opportunity to establish a company with a maximum corporate value (Enterprise Value) of approximately $ 8.7 billion. The CRHC co-chairs are Gary D. Cohn and Clifton S. Robbins.

Karel Komárek, Chairman of the Board of Allwyn and Founder of KKCG Investment Group, a majority shareholder in Allwyn, said: We believe that our business activities will provide attractive growth in revenue, profits and cash flows, creating attractive long-term value for investors. “KKCG has known for years that Allwyn is an amazing business and I’m very proud that global investors will have the opportunity to participate in its further development.” .

Allwyn CEO Robert Chvatal said: “This is a good time for Allwyn to take this exciting step. At a time when consumers are looking for online entertainment choices, Allwyn is building stronger, more personalized, and more valuable relationships with its customers. lotteries that are more focused on each market and each geographical area separately “.

Leader in the Large and Growing Lottery Sector

The $ 300 billion global lottery industry is the largest component of the global gaming market in terms of sales and turnover, with customer demographics and market dynamics characterized by high global participation, resilience to market cycle and expected acceleration of growth from digitization and the growing trend of online sales.

With a history of strong organic growth, complemented by value-added acquisitions, Allwyn’s management team has developed a platform whose businesses (on a 100% basis) had a turnover of approximately € 16 billion in the 12-month period ended June 30 2021. As a leading multinational lottery provider, Allwyn operates lotteries in Austria, the Czech Republic, Greece, Cyprus and Italy, and expects approximately $ 810 million (€ 710 million) in customized EBITDA, up from approximately $ 1.7 billion ( € 1.5 billion) net gambling revenue in 2022. The pro forma net debt to adjusted EBITDA ratio is expected to be around 1.6 times.

The highest standards of Responsible Gaming are the commitment of all Lottery providers operated by Allwyn and have been certified for Responsible Gaming by European Lotteries, while having the highest level of Responsible Gaming certification (Level 4) by the World Lottery Association. .

Introduction to NYSE and Capital Investments to Support Strategic Development

Allwyn expects its listing on the NYSE to support its global growth strategy through:

– The ability it provides to the Company to gain greater access to the capital markets, to strengthen its strong balance sheet and cash flow, allowing it to accelerate the successful strategy of organic and inorganic growth.

– To strengthen and expand its global brand, including the highly attractive markets of the United States.

– To further enhance its transparency reputation as a long-term issuer of publicly traded bonds, with the added distinction of being listed on the world’s leading stock exchange as a SEC-controlled company.

Trends in the lottery, online gambling and sports betting markets of developed countries indicate the potential for significant additional internet penetration in the markets in which Allwyn operates, as well as in those in which it intends to expand. In online lottery markets, both the overall market size and the ground lottery market have grown significantly.

Allwyn’s online customers have more than doubled in the last two years, allowing the Company to build customer relationships and implement cross-selling initiatives. These initiatives are expected to create greater value and benefit significantly from customer loyalty and the cost of approaching them.

The Company has also identified new opportunities in Europe and the US, through potential acquisitions and participation in licensing tenders, in markets with estimated lottery turnovers of approximately € 129 billion for 2022.

In a joint statement, Messrs. Gary D. Cohn and Clifton S. Robbins, co-founders and co-chairs of Cohn Robbins Holdings Corp., said: We believe that Allwyn is the right company, in the right industry, at the right time and with the right leadership team. we bring this transaction to the shareholders of Cohn Robbins in an innovative way and at an attractive valuation “.

A Valuable and Responsible Partner for Society

More than $ 100 billion (about one-third (1/3) of the world’s annual lottery sales) has gone to public benefit, according to data collected from its members by the World Lottery Association and the World Lottery Association. European Lotteries Organization. Allwyn utilizes its platform and know-how for the benefit of society as a whole in all the markets in which it operates.

Since 2014, through Allwyn’s activities, significant support has been provided for the renovation and modernization of the largest pediatric hospitals in Greece. The company also promotes an active lifestyle, as a major sponsor of professional and mass sports, including Olympic teams, professional football and basketball teams, and post-school programs and activities for children. It is the largest sports supporter in Austria, with its subsidiary Austrian Lotteries contributing at least € 80 million a year to sports, with a total funding of around € 1.7 billion since 1986. In the Czech Republic, 150,000 students each year participate in a multi-sport competition, which mimics the Olympic Games and is funded by the company. Allwyn also supports more than 3,200 disadvantaged children to engage in sports through the Czech Olympic Foundation. In Greece, in addition, Allwyn supports more than 175 sports academies, supporting more than 18,000 children, 28,000 parents and guardians and 1,000 coaches.

Overview of the Transaction

The existing shareholders of Allwyn are expected to maintain a stake of approximately 83% in the new Company, while no new shareholder will hold more than 5%, after the completion of the transaction.

Allwyn’s expected value (on a pro forma level) is estimated at approximately $ 9.3 billion, representing approximately 11.5 times the estimated Adjusted Profit, Tax and Depreciation Earnings (EBITDA) for 2022. However, due to the provision bonus up to 6.6 million shares of CRHC, which will be available exclusively to CRHC shareholders who will not be reimbursed for their shares, these shareholders have the opportunity to establish rights to acquire shares that , in a multiple of valuation estimated at 10.8 times the adjusted EBITDA for 2022 or about $ 8.7 billion in total corporate value. The bonus shares, for which the compensated shareholders will not exercise rights, will be distributed to the non-compensated shareholders on a variable basis, which is variable, based on a range of exchange ratios for the shares held by the unpaid shareholders, and varies between 1.08 and 1.40 times, which will ultimately be determined based on the exercise of the redemption right. Hypothetically, with the CRHC common stock priced at $ 10.00 at the close of trading, the unpaid CRHC shareholders will receive, in return for each common CRHC share they hold, shares from the company resulting from the combination , worth between $ 10.80 (assuming non-compensation of CRHC shareholders) and $ 14.00 (assuming the exercise of redemption rights in the maximum exchange ratio).

CRHC, a special purpose acquisition firm (SPAC), holds approximately $ 828 million in cash, in trust. At the same time as completing the proposed transaction, investors have pledged to buy securities of the company that will result from the combination, worth more than $ 350 million (Private Investment in Public Equity – PIPE). The PIPE investment involves a group of international investors, including the contractor company CRHC, which will contribute $ 50 million.

The proposed transaction, which has been unanimously approved by the Boards of Directors of Allwyn and CRHC, is expected to be completed within the second quarter of 2022, with the approval of CRHC shareholders, gaming regulators and other standard completion conditions.

Upon completion of the transaction, Mr. Robbins will be a member of the Allwyn Board of Directors and Mr. Cohn will assume the role of Special Adviser to the Chairman of the Allwyn Board of Directors.

Consultants

PJT Partners acts as a financial advisor to Allwyn and KKCG, as well as a joint placement agent for the PIPE investment. Kirkland & Ellis LLP and Clifford Chance act as legal advisors to Allwyn and KKCG.

Citi acts as a financial advisor to CRHC and a joint placement agent for PIPE investment. Credit Suisse acts as CRHC Equity Capital Markets advisor. Skadden, Arps, Slate, Meagher & Flom LLP act as legal advisor to CRHC.

Winston & Strawn LLP acts as legal counsel for PIPE investment contractors serving as legal advisor to the placement agents.

Investor Information via Webcast and Extra Material

On January 21 (06:00 EST) there will be a webcast to inform investors, in which the management of Allwyn and CRHC will present the proposed transaction. The broadcast will be available here, as well as in the Investor Relations section of CRHC’s website, at www.cohnrobbins.com. A presentation to investors will also be available on the CRHC and Allwyn websites.