STATEMENT BY THE INDEPENDENT BID COMMITTEE OF ENLABS AB IN RELATION TO THE INCREASED PUBLIC OFFER FROM ENTAIN
This statement is made by the Independent Bid Committee of Enlabs AB (“Enlabs” or the “Company) pursuant to Rule II.19 of the Swedish Corporate Governance Board’s Takeover Rules for Certain Trading Platforms (the “Takeover Rules”).
On 7 January 2021, Entain plc, through its wholly-owned subsidiary Bwin Holdings (Malta) Limited (“Entain”), announced a recommended public offer to the shareholders of Enlabs to transfer all of their shares in the Company to Entain (the “Offer”). The acceptance period in the Offer initially ran until 18 February 2021 and was on 11 February 2021 extended until 18 March 2021.
Today, on 1 March 2021, Entain announced that it increases the consideration in the Offer from SEK 40 in cash to SEK 53 in cash for each share in Enlabs (the “Revised Offer”). For more information regarding the Offer and the Revised Offer, please refer to Entain’s press releases from 7 January 2021, 11 February 2021 and 1 March 2021, respectively, as well as Entain’s offer document regarding the Offer, all of which are available at www.entaingroup.com.
Certain shareholders, including Erlinghundra AB (wholly owned by the Braathen family) and Atletico Nordic B.V. (part-owned by Christian Haupt), who together hold 42.2 percent of the total number of shares and votes in Enlabs and who have a long ownership history and deep understanding of the Company's operations and future prospects, have entered into commitments to accept the Offer.
The Independent Bid Committee now notes that additional shareholders in Enlabs, corresponding to approximately 8.7 percent of the total number of shares and votes in the Company, have undertaken to accept the Revised Offer. Upon publication of this press release, shareholders corresponding to approximately 51.0 percent of the number of shares and votes in the Company have thus undertaken to accept the Revised Offer.
The Independent Bid Committee also notes that Entain has stated that Entain will not increase the consideration offered further. Entain is bound by this statement under the Takeover Rules.
Shareholders of Enlabs who have already tendered their shares to the Offer will automatically benefit from the increased offer price without any further action.
The Independent Bid Committee’s recommendation regarding the Revised Offer
The Independent Bid Committee has previously recommended the shareholders of Enlabs to accept the Offer from Entain of SEK 40 for each share. For more information on the Independent Bid Committee’s assessment of Entain’s Offer and the reasons for its recommendation please refer to the Independent Bid Committee’s statement of 7 January 2021, which is available at www.enlabs.com.
When evaluating the Revised Offer, the Independent Bid Committee has taken into account that the Revised Offer is more attractive to the shareholders of Enlabs compared to the Offer, which the Independent Bid Committee has previously recommended. The Independent Bid Committee has also noted that Mangold Fondkommission AB (“Mangold”), at the request of the Independent Bid Committee, on 7 January 20121 has provided a fairness opinion regarding the consideration in the Offer of SEK 40 per share, in which Mangold stated that the consideration under Offer is fair to Enlabs’ shareholders from a financial point of view.
Further, when evaluating the Revised Offer, the Independent Bid Committee has noted that Erlinghundra AB (wholly owned by the Braathen family), Atletico Nordic B.V. (part-owned by Christian Haupt) and certain other shareholders of Enlabs, who in total hold 51.0 percent of the total number of shares and votes in Enlabs, have entered into commitments to accept the Revised Offer.
In the opinion of the Independent Bid Committee, no other circumstances which give the Independent Bid Committee reason to revise its view of the Offer or the reasons for that view have arisen since the statement of the Independent Bid Committee on 7 January 2021.
On this basis, the Independent Bid Committee unanimously recommends the shareholders of Enlabs to accept the Revised Offer.
This statement shall in all respects be governed by and construed in accordance with Swedish law. Disputes arising from this statement shall be settled exclusively by Swedish courts.
Carnegie Investment Bank AB (publ) is acting as financial adviser and Gernandt & Danielsson Advokatbyrå is acting as legal adviser to Enlabs in connection with the Offer.
Stockholm, 1 March 2021
The Independent Bid Committee
ENLABS stands for Entertainment Laboratories. Enlabs is a company that creates entertainment through innovative thinking within iGaming. The corporate group has offices in Tallinn, Riga, Vilnius, Malta, Marbella, Minsk and Stockholm. The operating subsidiaries hold national licenses for their operations and the Group employs approximately 330 employees. Enlabs AB (NLAB) is listed at Nasdaq First North Growth Market with Redeye AB as Certified Adviser: [email protected], +46 (0)8 121 576 90.