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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: +44 (0)7976 872 861
matt.drage@zeal-network.co.uk
Lutz Golsch, FTI Consulting
T: +49 69 920 37 110
M: +49 173 6517710
lutz.golsch@fticonsulting.com
_Investors:_
Frank Hoffmann
Investor Relations Manager, ZEAL Network
T: +44 (0) 20 3739 7123
frank.hoffmann@zeal-network.co.uk
*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)
