ZEAL Network SE publishes offer to Lotto24 shareholders and announces start of acceptance period

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ZEAL Network SE (-) 
ZEAL Network SE publishes offer to Lotto24 shareholders and announces start 
of acceptance period 
 
31-Jan-2019 / 14:50 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 ANY JURISDICTION WHERE TO DO SO WOULD 
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. 
 
London, 31 January 2019_ 
 
*ZEAL Network SE publishes offer to Lotto24 shareholders and announces start 
of acceptance period * 
 
· _Offer document published today following approval by German Federal 
Financial Supervisory Authority_ 
 
· _Acceptance period commences today and ends on 10 April 2019_ 
 
· _Exchange of one new ZEAL share for 1.604 Lotto24 shares_ 
 
· _ZEAL has already secured irrevocable commitments to accept the offer 
from major shareholders representing approximately 65% of Lotto24 shares_ 
 
· _Lotto24 shareholders who accept the offer will benefit from increased 
efficiencies between both companies as well as significant cost synergies 
at ZEAL level due to the change of business model_ 
 
ZEAL Network SE ('ZEAL') today published its offer document for the 
all-share voluntary takeover offer for Germany's largest private digital 
lottery broker, Lotto24 AG ('Lotto24'). Prior to its publication, the offer 
document was approved by the German Federal Financial Supervisory Authority 
(BaFin) in accordance with the German Securities Acquisition and Takeover 
Act (Wertpapiererwerbs- und Übernahmegesetz). 
 
As of today, Lotto24 shareholders can accept the takeover offer by tendering 
their shares to ZEAL. Lotto24 shareholders will receive one new ZEAL share 
in exchange for 1.604 shares of Lotto24. The acceptance period will end on 
10 April 2019 at 24:00 hours (CET). 
 
ZEAL has already secured approximately 65% of the shares and voting rights 
in Lotto24 through irrevocable tender commitments from major shareholders of 
the company, namely Günther Group, Working Capital and Jens Schumann. 
 
*Dr Helmut Becker, CEO, ZEAL*: 'We are fully on track to reunite ZEAL and 
Lotto24. The conversion of Tipp24 to the lottery brokerage model and our 
combination with Lotto24 will create a superior platform for sustainable and 
accelerated growth in Germany and beyond. Lotto24 has successfully grown its 
market share in the German online lottery market to 34% in 2018. Together, 
we will build on this position, and our combined scale and technology 
capability to further expand our joint business. We are convinced that the 
transaction will create significant value for shareholders of both 
companies, customers, and the German federal states and their lottery 
beneficiaries. With our offer, we are inviting Lotto24 shareholders to join 
us on this exciting journey and become part of our combined success story.' 
 
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. 
 
Within the acceptance period, Lotto24 shareholders can accept the offer and 
tender their shares. In case the offer conditions are satisfied at the end 
of the acceptance period, there will be a mandatory additional acceptance 
period of two weeks. M.M.Warburg & CO (AG & Co.) KGaA, Hamburg, Germany, 
will act as settlement agent with regard to the offer. 
 
The offer document has been published at www.zeal-offer.com [1]. Copies of 
the offer document and a non-binding English translation are also available 
at the settlement agent. 
 
*ENDS* 
 
*Media contact:* 
 
ZEAL Network 
Matt Drage 
Head of Corporate Communications 
T: [phone] 
[e-mail] 
 
FTI Consulting 
Simon Brenner 
T: [phone] 
M: [phone] 
[e-mail] 
 
*Investor Relations contact:* 
ZEAL Network 
Frank Hoffmann 
Investor Relations Manager 
[phone] 
[e-mail] [2] 
 
*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 or ZEAL Network SE. The final 
terms and further provisions regarding the public takeover offer are 
contained in the offer document, the publication of which has been approved 
by the German Federal Financial Supervisory Authority _(Bundesanstalt für 
Finanzdienstleistungsaufsicht)_. Investors and holders of securities of 
Lotto24 AG are strongly recommended to read the offer document and all 
announcements in connection with the public takeover offer, 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 WpÜG. The Offer will not be made 
pursuant to the provisions of jurisdictions other than those of the Federal 
Republic of Germany. In particular, the offer document, or any summary or 
excerpt thereof, shall not be directly or indirectly distributed, 
disseminated or circulated outside of the Federal Republic of Germany or, 
without requiring a prospectus within the meaning of the Prospectus 
Regulation due to a public offer in other member states of the European 
Union or the European Economic Area, the European Union or the European 
Economic Area, if and to the extent such distribution, dissemination or 
circulation is not in compliance with applicable foreign regulations, or 
depends on the issuance of authorisations, compliance with official 
procedures or any other legal requirements, and such conditions are not 
satisfied. 
 
To the extent that this document 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 the Bidder and the persons acting in 
conjunction with it, for example with regard to the potential consequences 
of the Offer for Lotto24 AG, for those shareholders of Lotto24 AG who choose 
not to accept the Offer or for future financial results of Lotto24 AG. Such 
forward-looking statements are based on current plans, estimates and 
forecasts which the Bidder 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 the Bidder 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. 
 
ISIN:          GB00BHD66J44 
Category Code: OFF - Lotto24 AG 
TIDM:          - 
LEI Code:      391200EIRBXU4TUMMQ46 
Sequence No.:  7313 
EQS News ID:   771457 
 
End of Announcement EQS News Service 
 
 
1: https://link.cockpit.eqs.com/cgi-bin/fncls.ssp?fn=redirect&url=3d2729603ebafd683e38277914b35c1e&application_id=771457&site_id=vwd&application_name=news 
2: mailto:[e-mail] 
 

(END) Dow Jones Newswires

January 31, 2019 08:50 ET (13:50 GMT)