Entain announces offer document in respect of the recommended cash offer to the shareholders of Enlabs AB (publ)
LONDON, Jan. 20, 2021 /PRNewswire/ --
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 will be published shortly before the commencement of the acceptance period under the Offer. 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.
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"). The Enlabs shareholders are offered SEK 40 in cash per share (the "Offer Price"). The Enlabs shares are admitted to trading on Nasdaq First North Growth Market of Sweden.
The offer document in respect of the Offer and the acceptance form are available on Entain's website https://entaingroup.com/investor-relations/enlabs-ab-public-offer-documents/ and on the website of Aktieinvest FK AB www.aktieinvest.se/enlabs2021.
A copy of the offer document and a pre-printed acceptance form will be sent to shareholders in Enlabs whose shares are directly registered with Euroclear Sweden AB, except for those domiciled in the excluded jurisdictions (see above).
The acceptance period of the Offer commences on 21 January 2021 and expires on 18 February 2021. Settlement is expected to commence on 2 March 2021. Entain has reserved the right to extend the acceptance period as well as to postpone the date of settlement.
Information about the Offer is made available at https://entaingroup.com/investor-relations/enlabs-ab-public-offer-documents.
For further information, please contact:
The information set out in this announcement was submitted for publication on 20 January 2021, 10.00 a.m. CET.
Enlabs in brief
Enlabs owns and manages companies that are active in the gaming and media sector. The Company creates entertainment in three business areas namely gaming, media and solutions. Gaming, online casinos and land-based gaming stores operate under prime brands such as Optibet and NinjaCasino. The firm's products are casino, betting, poker, bingo, fantasy and virtual sports. Within the media segment, Enlabs conducts performance-based marketing towards the online gaming sector whereas, in the solutions business area, the Company's B2B operations include service for sports results and technology solutions. The Company generates a significant majority of its revenue from the gaming area. The operating subsidiaries hold national licences for their operations and the grop employs approximately 330 employees. The corporate group has offices in Tallinn, Riga, Vilnius, Malta, Marbella, Minsk and Stockholm. Enlabs' shares are listed on the Nasdaq First North under ticker symbol NLAB.
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.
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