European Entertainment Intressenter BidCo AB announces the outcome of the public cash offer to the shareholders in Cherry AB (publ) and extends the acceptance period
The Offer is not being made, and this press release may not be distributed, directly or indirectly, in or into, nor will any tender of shares be accepted from or on behalf of holders in, Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States of America, or any other jurisdiction in which the making of the Offer, the distribution of this press release or the acceptance of any tender of shares would contravene applicable laws or regulations or require further offer documents, filings or other measures in addition to those required under Swedish law.
PRESS RELEASE
25 January 2019
On 18 December 2018, European Entertainment Intressenter BidCo AB (“EE Intressenter”), a company jointly controlled by a consortium consisting of Bridgepoint Advisers Limited acting as managers for and on behalf of the limited partnerships comprising the Bridgepoint Europe VI Fund (“Bridgepoint”), Prunus Avium Ltd, Klein Group AS, Audere Est Facere AS, Pontus Lindwall, Berkay Reyhan and Can Yilanlioglu (the “Consortium”), announced a recommended public cash offer to the shareholders in Cherry AB (publ) (“Cherry”), to tender all shares of series A and series B in Cherry not held by the Consortium to EE Intressenter at a price of SEK 87 per share (the “Offer”). At the announcement of the Offer, the members of the Consortium owned 50,100,368 shares, corresponding to approximately 47.4 percent of the shares and 37.9 percent of the votes in Cherry.
Outcome of the Offer and remaining condition for completion of the Offer
The initial acceptance period has expired and the Offer has been accepted by shareholders holding 45,425,416 shares, corresponding to approximately 43.0 percent of the shares in Cherry. The shares tendered in the Offer, together with the shares controlled by the Consortium, amount to in aggregate 4,988,000 shares of series A and 90,537,784 shares of series B in Cherry, corresponding to approximately 90.4 percent of all the shares and 93.3 percent of all the voting rights in Cherry.
Completion of the Offer is conditional upon, inter alia, necessary clearances from relevant competition authorities. With reference to when competition clearance can reasonably be expected in Austria, and in order to give the remaining shareholders in Cherry further opportunity to accept the Offer, EE Intressenter has decided to extend the acceptance period to 1 February 2019. Except for competition clearance in Austria, all conditions for completion of the Offer have been satisfied.
EE Intressenter has decided to no longer reserve the right to waive, in whole or in part, the outstanding condition for completion of the Offer. Except for this, the terms and conditions for completion of the Offer and the provisions of the Offer will remain unchanged.
Settlement
Assuming that the remaining condition for completion of the Offer has been satisfied on or before 1 February 2019, settlement is expected to commence on or about 4 February 2019.
Extension of the acceptance period
Awaiting competition clearance in Austria, and in order to give the remaining shareholders in Cherry further opportunity to tender their shares and accept the Offer, EE Intressenter has decided to extend the acceptance period until 17:00 (CET) on 1 February 2019. As stated above, EE Intressenter has decided to no longer reserve the right to waive, in whole or in part, the outstanding condition for completion of the Offer.
In case the remaining condition for completion of the Offer has not been satisfied on or before 1 February 2019, EE Intressenter intends to further extend the acceptance period and, under such circumstances, postpone the settlement date in accordance with the provisions of the Offer.
Advisors
ABG Sundal Collier AB and Lazard Ltd. are financial advisors and White & Case is legal advisor to EE Intressenter in connection with the Offer.
Stockholm, 25 January 2019
European Entertainment Intressenter BidCo AB
The Board of Directors
The information in this press release has been published by European Entertainment Intressenter BidCo AB in accordance with the Takeover Rules. The press release was submitted for publication on 25 January 2019 at 13:00 (CET).
For additional information, please contact:
For more information about the Offer, please see: www.europeanentertainment.se and www.sebgroup.com/prospectuses.
For media enquiries, please contact: James Murray
Telephone: +44 (0) 20 7034 3555
Email: james.murray@bridgepoint.eu
EE Intressenter and the Consortium in brief
EE Intressenter is jointly controlled by the Consortium, consisting of Bridgepoint Advisers Limited acting as managers for and on behalf of the limited partnerships comprising the Bridgepoint Europe VI Fund, Prunus Avium Ltd, Klein Group AS, Audere Est Facere AS, Pontus Lindwall, Berkay Reyhan and Can Yilanlioglu. Except for Bridgepoint, all members of the Consortium are shareholders of Cherry. EE Intressenter does not own any shares in Cherry, whereas the members of the Consortium own 50,100,368 shares, corresponding to approximately 47.4 percent of the shares and 37.9 percent of the votes in the Company.
Bridgepoint in brief
Bridgepoint is a leading pan-European private equity firm with a 30-year track record of investing in growth businesses. Independently owned and managed by a team of over 100 investment professionals, the firm has offices in the UK, France, Germany, Spain, Poland, Turkey, the Netherlands, and Sweden, as well as portfolio support offices in Shanghai, New York and San Francisco. Bridgepoint has made over 380 private equity investments since inception and currently has €19 billion in assets under management.
Over the past years Bridgepoint has developed an extensive industrial network and good understanding of the iGaming ecosystem and relevant adjacent industries, supported by the recently realised investment in Trustly (the online payments provider), and investment in MVF (a UK based lead generation affiliate).
More information about Bridgepoint: www.bridgepoint.eu
Cherry in brief
Cherry is one of Scandinavia’s oldest gaming companies, whose operations extend back to 1963. With an offer including online gaming, game development and gaming technology to online gaming operators as well as customer generation to online gaming operators and restaurant casinos, the Cherry group today has the widest offering in the markets where the group operates. The group had a total of 865 employees as of 30 September 2018 and is headquartered in Stockholm, Sweden.
More information: www.cherry.se
Important information
The Offer is not being made to persons whose participation in the Offer requires that any additional offer document is prepared or registration effected or that any other measures are taken in addition to those required under Swedish law. This press release and any documentation relating to the Offer are not being distributed and must not be mailed or otherwise distributed or sent in or into any country in which the distribution or offering would require any such additional measures to be taken or would be in conflict with any law or regulation in such country – any such action will not be permitted or sanctioned by EE Intressenter. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions may be disregarded.
The Offer is not being made, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or the United States of America by use of mail or any other means or instrumentality (including, without limitation, facsimile transmission, electronic mail, telex, telephone and the Internet) of interstate or foreign commerce, or of any facility of national security exchange, of Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or the United States of America, and the Offer cannot be accepted by any such use, means, instrumentality or facility of, or from within, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or the United States of America. Accordingly, this press release and any documentation relating to the Offer are not being and should not be mailed or otherwise distributed, forwarded or sent into Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or the United States of America. EE Intressenter will not deliver any consideration from the Offer into Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or the United States of America.
Statements in this press release relating to future status or circumstances, including statements regarding future performance, growth and other trend projections and the other benefits of the Offer, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as “anticipates”, “intends”, “expects”, “believes”, or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There can be no assurance that actual results will not differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of EE Intressenter and Cherry.