DJ ZEAL Network SE announces takeover offer for Germany's largest private digital lottery broker Lotto24 AG
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ZEAL Network SE (-)
ZEAL Network SE announces takeover offer for Germany's largest private
digital lottery broker Lotto24 AG
19-Nov-2018 / 08:30 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.
*Press release*
*ZEAL Network SE announces takeover offer for Germany's largest private
digital lottery broker Lotto24 AG*
· _The transaction will create a digital lottery group with currently more
than 5 million combined customers globally, current combined billings of
about EUR 500 million, and a diverse international footprint_
· _The combined group will build on the existing position of Lotto24,
discontinue the German secondary lottery business of Tipp24 and transform
it to a locally licensed online broker. The companies jointly aim to
accelerate growth of online brokerage in the EUR 8.7 billion German
lottery market_
· _The all-share takeover delivers significant benefits for shareholders
with expected cost synergies of EUR 57 million per year, strong future
cash generation, and a reduced risk profile_
· _The transaction strengthens the German lottery market and returns to
federal states and their lottery beneficiaries_
· _ZEAL expects to offer one new ZEAL share for ca. 1.6 Lotto24 shares,
reflecting the ratio of the volume-weighted average prices of ZEAL and
Lotto24 shares over the past three months_
· _ZEAL has secured irrevocable commitments to accept the offer from major
shareholders representing approximately 65% of Lotto24 shares_
*(London, 19 November 2018)*
ZEAL Network SE ('ZEAL') today announced an all-share voluntary takeover
offer for Germany's largest private digital lottery broker, Lotto24 AG
('Lotto24'). On completion, the transaction will create a digital lottery
group with currently more than 5 million combined customers globally,
current combined billings of about EUR 500 million, and a diverse
international footprint.
In the context of the deal, and consistent with its renewed strategy to
de-risk its business model and focus on locally-licensed businesses, ZEAL
intends to transform its German secondary lottery business into a locally
licensed online brokerage model after reacquiring control of its myLotto24
and Tipp24 subsidiaries and, in due course, to relocate ZEAL to Germany. The
transaction will significantly strengthen the German lottery market and
expand returns to federal states and their lottery beneficiaries.
*A strong platform for accelerated growth and shareholder value creation*
The transaction combines the strong balance sheet, high-quality loyal
customer base, and technological capabilities of ZEAL with the proven
expertise of Lotto24 in the German lottery brokerage market. The enlarged
Group will be in a unique position to accelerate online brokerage growth in
the German lottery market.
The Group will also continue to pursue its international growth ambitions,
building on the existing, diverse international portfolio (UK, Ireland,
Spain, Norway, and Netherlands) and global development pipeline of ZEAL,
with the aim of creating long-term growth and sustained shareholder and
customer value.
ZEAL believes that the change to its business model in Germany will deliver
significant benefits to ZEAL shareholders in the medium term as a result of
reduced operational, tax and regulatory risk as well as improved growth
potential. As part of the business model change, ZEAL has taken the decision
to discontinue certain products and to focus on less volatile brokerage
income in the German market, resulting in net annual run-rate revenue
dis-synergies of ca. EUR 107 million, which is expected to be compensated
for over time through accelerated growth of the enlarged Group. The
combination with Lotto24 is also expected to deliver annual run-rate cost
synergies of c. EUR 57 million through greater platform efficiencies and
significant reductions in other operational costs. Further details of these
revenue dis-synergies and cost savings are set out in Appendix A to this
announcement.
In addition, ZEAL management has identified further cost savings of
approximately EUR 4 million, which do not arise as a consequence of the
transaction and sees additional potential future upside.
*Dr Helmut Becker, CEO of ZEAL, said:* 'ZEAL will reunite with Germany's
largest digital lottery broker. We will have a significantly enlarged, loyal
customer base, strong technology and marketing platforms, and an
exceptionally experienced team. Together with our plans to regain control of
Tipp24 and transform its German business models, this puts us in an
excellent position to accelerate online growth in both the EUR 8.7 billion
German lottery market and EUR 270 billion global lottery sector - as a
locally-licensed broker, licensed operator, and lottery investor. This
transaction is good for shareholders, good for customers, and good for the
German federal states and their lottery beneficiaries. We have held initial,
constructive conversations with Lotto24 and look forward to further engaging
with the management to achieve a successful combination of the businesses.
We also look forward to a successful and constructive cooperation with
Germany's state lotteries and invite all shareholders to join us on this
journey.'
Since its IPO on the Frankfurt Stock Exchange in 2012, Lotto24 has grown
rapidly. In 2017, Lotto24 generated billings of EUR 220.7 million and
revenues of EUR 25.2 million. In October 2018, Lotto24 upgraded its full
year guidance, anticipating billings' growth of between 38% and 43% for
2018. In the first nine months of 2018, the company increased billings by
43% to EUR 235.9 million, revenues grew almost 50% to EUR 28.1 million, and
the total number of registered customers rose by 36% to 2.04 million.
ZEAL has nearly two decades' experience as an online lottery operator,
reseller and investor. In 2017, ZEAL delivered billings of EUR 280.5 million
and revenues of EUR 134.3 million. In the first nine months of 2018,
billings increased 5% to EUR 212.4 million, revenues rose by 19% to EUR
111.2 million, and the number of new customers grew by 54%, taking the total
number of registered customers of the Group to more than 3.5 million.
*Transaction supported by major Lotto24 shareholders*
ZEAL will offer Lotto24 shareholders the opportunity to exchange their
Lotto24 shares for shares in ZEAL. The offer consideration will reflect the
ratio of the volume-weighted average share prices of both Lotto24 and ZEAL
over the past three months before announcement of the transaction. Subject
to the final determination of the minimum prices required by law and the
final terms set forth in the offer document, ZEAL intends to offer one new
ZEAL share as consideration in exchange for each ca. 1.6 tendered shares of
Lotto24. Independently of the offer, ZEAL expects to pay an ordinary interim
dividend of EUR 1.00 by year-end 2018.
In a clear statement of shareholder support for the deal, ZEAL today entered
into irrevocable tender agreements with major shareholders of Lotto24,
namely with Günther Group, Working Capital and Jens Schumann. They represent
approximately 65% of the shares and voting rights in Lotto24. By entering
into the tender agreements, these shareholders have undertaken to tender
their shares in Lotto24 into the offer.
*Jonas Mattsson, Chief Financial Officer of ZEAL*: 'We believe this deal
creates significant value for ZEAL and Lotto24 shareholders. The future
growth prospects, significant reduction of regulatory risk and the related
uncertainties, and EUR 57 million of annual cost synergies make the combined
group a highly attractive long-term investment proposition. With our shared
history, we are confident of achieving a seamless integration of both
companies. We encourage all holders of Lotto24 and ZEAL shares to follow the
major shareholders and take part in the offer.'
The offer will be made in accordance with the conditions to be set forth in
the offer document, among others a minimum acceptance rate of 50% plus one
share of Lotto24. Further details of the offer and its terms, including the
acceptance period, will be contained in the offer document. ZEAL expects
that the offer document will be published on the website www.zeal-offer.com
at the beginning of 2019.
An extraordinary general meeting of ZEAL is expected to be held at the end
of December 2018, at which ZEAL will ask its shareholders to approve the
offer, including the acquisition of Lotto24 shares from certain members of
the Supervisory Board of ZEAL or persons connected with them, and authorise
the Executive Board to allot a number of shares as required to fund the
offer. As Günther Group has made it a condition to its tender agreement with
ZEAL that it will not, as a consequence of the offer, be subject to a legal
obligation to make a general offer for the shares in ZEAL which it does not
own at that time, ZEAL will furthermore propose a resolution to its
shareholders (other than Günther Group and persons acting in concert with
Günther Group) to approve the waiver of such obligation granted by the Panel
on Takeovers and Mergers. The ZEAL shareholder approvals will be a condition
for ZEAL to publish the offer document.
Discussions with the German gambling regulatory body about the future
licensing arrangements for the enlarged Group have already been initiated.
ZEAL expects to complete the transaction in the first half of 2019.
*Updated ZEAL Profit Guidance*
As previously announced today, the Executive Board has decided to adjust the
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DJ ZEAL Network SE announces takeover offer for -2-
upper end of the ZEAL Group EBIT forecast range for the financial year 2018.
The Executive Board now anticipates EBIT in the range of EUR 33 million to
EUR 38 million (previously EUR 33 million to EUR 43 million). The adjustment
includes the impact of the transaction costs in connection with the
announced intention of ZEAL to make a public takeover offer for Lotto24 AG
as well as restructuring expenses in connection with an internal cost
savings programme initiated today.
Except for the narrowing of the previously forecasted EBIT range, the
Executive Board confirms its previously published guidance and expects the
ZEAL Group to generate Total Operating Performance (TOP) of EUR 150 million
to EUR 160 million in the financial year 2018.
*ENDS
Additional information*
ZEAL invites media, investors and analysts to two separate webcasts and
conference calls today to present the rationale and details of the
transaction. The webcasts will be hosted in English by Dr Helmut Becker, CEO
and Jonas Mattsson, CFO of ZEAL.
*ZEAL Network SE Media Webcast and Conference Call:*
Date: Today, 19 November 2018, 11.15 am CET / 10.15 am GMT
ConferenceCall dial-ins
Germany: +49 69 201744210
UK: +44 2030092470
USA: +1 8774230830
Confirmation code: 46065908#
Audio-Webcast: https://webcasts.eqs.com/zeal2420181119media
A replay of the webcast will be available under the same link after
conclusion of the conference call.
*ZEAL Network SE Investor and Analyst Webcast and Conference Call:*
Date: Today, 19 November 2018, 12.00 pm CET / 11.00 am GMT
Conference Call dial-ins
Germany: +49 69 201744210
UK: +44 2030092470
USA: +1 8774230830
Confirmation code: 70491804#
Audio-Webcast: https://webcasts.eqs.com/zeal20181119investors
A replay of the webcast will be available under the same link after
conclusion of the conference call.
*Press contact:*
ZEAL Network
Matt Drage
Head of Corporate Communications
T: +44 (0)7976 872 861
matt.drage@zeal-network.co.uk
ZEAL Network
Frank Hoffmann
Investor Relations Manager
+44 (0) 20 3739 7123
frank.hoffmann@zeal-network.co.uk [1]
FTI Consulting
Lutz Golsch
T: +49 69 920 37 110
M: +49 173 6517710
Lutz.Golsch@fticonsulting.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.
Lazard & Co., Limited ('Lazard'), which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting exclusively for
ZEAL Network SE and no one else in connection with the proposals referred to
in this document. Lazard will not be responsible to anyone other than ZEAL
Network SE for providing the protections afforded to clients of Lazard nor
for providing advice in relation to any of the matters referred to or
contemplated in this document. Neither Lazard nor any of its affiliates owes
or accepts any duty, liability or responsibility whatsoever (whether direct
or indirect, whether in contract, in tort, under statute or otherwise) to
any person who is not a client of Lazard in connection with this document,
any statement or report contained herein, any of the matters referred to or
contemplated in this document or otherwise.
*Appendix A*
*QUANTIFIED FINANCIAL BENEFITS STATEMENT*
*Part A*
This Announcement contains statements of estimated cost savings, revenue
synergies and dis-synergies arising from the Combination (together, the
'Quantified Financial Benefits Statement').
A copy of the Quantified Financial Benefits Statement is set out below.
'The Executive Board of ZEAL (the 'ZEAL Board') believes the following:
*Cost synergies*
The quantified recurring pre-tax cost synergies expected to result from the
Combination principally arise from:
*a) Business model change (non-personnel costs): *Savings in direct costs of
operations account for around 60 percent of the overall cost synergies:
=- all costs covering the bookmaking risks for the German market (hedging
costs) will not be required after the transformation to an online brokerage
business;
=- reduction of non-deductible VAT within the myLotto24 sub-group.
*b) Organisational efficiency: *Reduction of personnel and other operating
expenses within the Combined Group, which represents around 40 percent of
the overall cost synergies and will arise from:
=- removing business related duplicated roles enabled by the migration of
the German broker businesses of the Combined Group onto one technology
platform;
=- removing duplication of central functions roles;
=- removing duplicates in senior management structure;
=- rationalisation of the Combined Group's locations;
=- removing roles related to hedging activities; and
=- reduction of consultancy expenses / professional fees based on
de-duplication and changed requirements due to business model change.
The total anticipated cost synergies of EUR 57 million per annum are
equivalent to approximately 41 percent of the Combined Group operating
expenses (including personnel expenses) from continuing operations of EUR
138 million, calculated based on the consolidated audited accounts for each
of ZEAL and Lotto24 for the financial year ended 31 December 2017.
The ZEAL Board expects that the cost synergy realisation will take place
progressively, with approximately 80 percent of the total cost synergies
achieved by the end of year one, rising to 100 percent achieved by the end
of year two.
*Revenue synergies and dis-synergies*
For the Combined Group it is envisaged that there will be overall *net
revenue dis-synergies of approximately EUR 107 million,* mainly caused by
the business model change of ZEAL's myLotto24 subsidiary into a German
licensed online lottery brokerage business.
This represents the loss of approximately 67% of the Combined Group's
revenue of EUR 160 million, calculated based on the consolidated audited
accounts for each of ZEAL and Lotto24 for the financial year ended 31
December 2017.
The revenue synergies and dis-synergies will principally comprise:
a) *Business model-related revenue dis-synergies of EUR 120 million *will be
generated mainly from:
=- billings loss: An overall billings loss due to the customer loss which
will be caused by the transition into an online brokerage business, and
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reduced average billings per user, due to the restriction to the DLTB
product portfolio; and
=- margin reduction: A reduction in the margin applied to the Group's
reduced billings, as a result of the lower margin of an online brokerage
business, relative to the higher margin enjoyed by ZEAL's current secondary
lottery business.
b) *Revenue synergies of EUR 13 million*: The revenue dis-synergies will be
offset to some extent by increased billings generated by the Combined Group
mainly arising from:
=- reduced customer acquisition costs due to improved access to and
optimization of marketing channels within the Combined Group, which leads to
more newly registered & active customers; and
=- decreased legal restrictions and improved customer quality, leading to a
higher number of active customers and / or higher average spend per user.
The ZEAL Board expects the transformation of the business model to be
implemented within the first full year following completion. Revenue
dis-synergies will take effect at the same time as the business model change
with a full run-rate by the end of year one following completion of the
Combination.
The revenue synergies realisation will take place progressively, with
approximately 40 percent of the total revenue synergies achieved by the end
of year one, approximately 70 percent achieved by the end of year two and
with full the run-rate effect achieved by the end of year three after the
completion of the Combination.
*Costs to achieve*
The ZEAL Board expects that implementation of the business model change and
realisation of the cost and revenue synergies would result in total
non-recurring costs in the range of approximately EUR 15 million to EUR 20
million incurred within the first two years following Completion. These
costs consist mainly of employee restructuring costs and IT migration
costs.'
*Bases of belief for the Quantified Financial Benefits Statement*
Following initial discussions regarding the Combination, a synergy
development team was established at ZEAL to evaluate and assess the
potential synergies available from the Combination.
The team, which comprised senior strategy, financial, technology and
business personnel at ZEAL, worked to identify and quantify potential
synergies as well as estimate any associated costs. The team engaged with
the relevant functional heads and other personnel at ZEAL to provide input
into the development process and to agree on the nature and quantum of the
identified synergy initiatives.
In preparing the Quantified Financial Benefits Statement and to estimate the
merger benefits relating to the Combination, the ZEAL Board has made use of
publicly available information about Lotto24 along with knowledge it
continues to have from the period prior to Lotto24's spin-off from ZEAL in
2012 and as a result of the separation of the technology platform in 2015.
In circumstances where data has been limited for commercial or other
reasons, the team has made estimates and assumptions to aid the development
of individual synergy initiatives. ZEAL did not have access to the Lotto24
senior management or any current non-public information about Lotto24 and
its business during the preparation of the Quantified Financial Benefits
Statement.
The bases used for the quantified exercises are:
=- ZEAL: Full year 2018 P&L forecast data from ZEAL's financial planning
contains 6 months actuals and 6 months forecast. Revenues and resultant
synergies / dis-synergies are based on normalised revenue, which has been
adjusted to match the statistically expected prize pay-out ratio;
=- Lotto24: Rolling 12 months actual P&L data for the period July 2017 to
June 2018 has been used as a baseline, as no full year 2018 forecast is
publicly available.
In arriving at the estimate of synergies set out in this document, the ZEAL
Board made the following operational assumptions:
=- the Combined Group will migrate the two broker businesses onto one
technology platform;
=- policies and procedures will be harmonised according to best practices at
ZEAL and Lotto24; and
=- the Combined Group will, wherever possible, utilise existing resource and
capabilities within ZEAL and Lotto24 to deliver the revenue synergies.
The ZEAL Board has, in addition, made the following assumptions, all of
which are outside its control:
=- a license and / or license extension will be granted to the Combined
Group to enable the transformation of the myLotto24 sub group's German
secondary lottery business into a licensed private online brokerage
business;
=- there will be no change to macroeconomic, political, regulatory or legal
conditions in the markets or regions in which Lotto24 and ZEAL operate that
materially impact the implementation or costs to achieve the proposed cost
and revenue synergies;
=- there will be no material change in current foreign exchange rates; and
=- there will be no change in tax legislation or tax rates or other
legislation or regulation in the countries in which Lotto24 and ZEAL operate
that could materially impact the ability to achieve any benefits.
The assessment and quantification of the potential synergies have in turn
been informed by ZEAL management's industry experience as well as their
experience of executing and integrating past acquisitions.
*Further synergies and savings not contingent on the Combination and
separate to the Quantified Financial Benefits Statement*
Separately, ZEAL plans to achieve, and has already started to implement
recurring cost savings of approximately EUR 4 million per annum as a result
of an internal cost saving initiative, which will be delivered by end of
2018. These additional cost savings are not contingent on the Combination
and so do not form part of the Quantified Financial Benefits Statement.
Furthermore, the ZEAL Board believes that additional synergy opportunities
in revenue and costs can be achieved related to the Combination, which are
not quantified as part of this Quantified Financial Benefits Statement.
*Reports*
As required by Rule 28.1(a) of the Takeover Code, Ernst & Young, as
reporting accountants to ZEAL, and Lazard, as financial advisers to ZEAL,
have provided the opinions required under that Rule. Copies of these reports
are included at Parts B and C of this Appendix A. Each of Ernst & Young and
Lazard has given and not withdrawn its consent to the publication of its
report in this Announcement in the form and context in which it is included.
*Notes*
The Quantified Financial Benefits Statement relates to future actions and
circumstances which, by their nature, involve risks, uncertainties and
contingencies. As a result, the cost savings and synergies referred to may
not be achieved, or may be achieved later or sooner than estimated, or those
achieved could be materially different from those estimated.
Due to the scale of the Combined Group, there may be additional changes to
the Combined Group's operations. As a result, and given the fact that the
changes relate to the future, the resulting synergies may be materially
greater or less than those estimated.
No statement should be construed as a profit forecast or interpreted to mean
that the Combined Group's earnings in the first full year following
implementation of the Combination, or in any subsequent period, would
necessarily match or be greater than or be less than those of ZEAL and / or
Lotto24 for the relevant preceding financial period or any other period.
*Part B
Report from Ernst & Young*
The Directors
ZEAL Network SE
5th Floor -- One New Change
London
EC4M 9AF
Lazard & Co. Limited
50 Stratton Street
London
W1J 8LL
19 November 2018
Dear Sirs
We refer to the statement regarding the estimate of expected merger benefits
statement ('the Statement') made by ZEAL Network SE ('the Company'). The
Statement, including the relevant bases of belief (including sources of
information) is set out in Appendix A of the initial announcement of the
proposed Offer in compliance with the Takeover Code (the 'Announcement')
issued by the Company dated 19 November 2018. This report is required by
Rule 28.1(a)(i) of The City Code on Takeovers and Mergers (the 'City Code')
and is given for the purpose of complying with that rule and for no other
purpose.
Save for any responsibility that we may have to those persons to whom this
report is expressly addressed, to the fullest extent permitted by law we do
not assume any responsibility and will not accept any liability to any other
person for any loss suffered by any such other person as a result of,
arising out of, or in connection with, this report or our statement,
required by and given solely for the purposes of complying with Rule 23.2 of
the City Code by consenting to its inclusion in the Announcement.
*Responsibility*
It is the responsibility of the directors of the Company ('the Directors')
to prepare the Statement in accordance with the requirements of the City
Code.
It is our responsibility to form an opinion as required by the Code as to
the proper compilation of the Statement and to report that opinion to you.
It is the responsibility of Lazard & Co. Limited to form an opinion as
required by, and solely for the purpose of Rule 28.1(a)(ii) of the City Code
as to whether the Statement has been prepared with due care and
consideration and to report that opinion to you.
*Basis of opinion*
We conducted our work in accordance with Standards for Investment Reporting
1000 (Investment Reporting Standards applicable to all engagements in
connection with an investment circular) issued by the Auditing Practices
Board in the United Kingdom. We have discussed the Statement together with
the relevant bases of belief (including sources of information) with the
Directors and with Lazard & Co. Limited. Our work did not involve any
independent examination of any of the financial or other information
underlying the Statement.
We do not express any opinion as to the achievability of the cost and
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