ZEAL Network SE: Statement by ZEAL Network in response to public letter from Lottoland

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ZEAL Network SE (-) 
Statement by ZEAL Network SE in response to public letter from Lottoland 
 
08-Jan-2019 / 07:33 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* 
 
*Statement by ZEAL Network SE in response to public letter from Lottoland* 
 
*(London, 8 January 2019)* 
 
ZEAL Network SE ('ZEAL') acknowledges yesterday's comments from secondary 
lottery operator Lottoland Holdings ('Lottoland') about ZEAL's planned 
public takeover offer for Lotto24 AG ('Lotto24'), and its suggestion of it 
making an unspecified offer for unspecified assets of the ZEAL Group by 31 
January 2019. 
 
Since the announcement of the planned takeover of Lotto24 seven weeks ago, 
ZEAL has not received any proposals for alternative transactions. ZEAL 
remains open to discussing serious alternative proposals until 18 January 
2019 when the Extraordinary General Meeting will take place as planned. 
 
ZEAL believes that the intention behind Lottoland's comments is to interfere 
with the planned takeover of Lotto24 and spread uncertainty. Given 
Lottoland's obvious position as a direct competitor, ZEAL cautions all 
shareholders to treat their comments with due scepticism. 
 
ZEAL advises its shareholders, in considering how to vote at the shareholder 
meeting, to take note of the information in the shareholder circular and 
notice sent in connection with the meeting, which is also available online 
at www.zeal-offer.com. 
 
*Dr Helmut Becker, CEO, ZEAL, commented*: _'We firmly believe that, of the 
alternatives we have considered, our proposal 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. 
Strong opposition from a competing secondary lottery operator is clear and 
compelling evidence that our transaction is the best way forward for our 
company and our shareholders.'_ 
 
*ENDS* 
 
*Contacts:* 
 
_Media:_ 
Matt Drage 
Head of Corporate Communications, ZEAL Network 
T: [phone] 
[e-mail] 
 
Lutz Golsch, FTI Consulting 
T: [phone] 
M: [phone] 
[e-mail] 
 
_Investors:_ 
Frank Hoffmann 
Investor Relations Manager, ZEAL Network 
T: [phone] 
[e-mail] 
 
*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. 
 
ISIN:          GB00BHD66J44 
Category Code: MSCL 
TIDM:          - 
LEI Code:      391200EIRBXU4TUMMQ46 
Sequence No.:  7115 
EQS News ID:   764017 
 
End of Announcement EQS News Service 
 
 

(END) Dow Jones Newswires

January 08, 2019 01:34 ET (06:34 GMT)