NEW YORK–(BUSINESS WIRE)–SGHC Restricted (“SGHC”, “Tremendous Group” or the “Firm”) has entered right into a definitive settlement with Sports activities Leisure Acquisition Corp. (NYSE: SEAH) (“SEAH”), a publicly traded particular goal acquisition firm, to carry its main international on-line sports activities betting and gaming group to the U.S. public markets.
The group’s profitable sports activities betting and on-line gaming choices are underpinned by its scale and main know-how, enabling quick and efficient entry into new markets, whereas its proprietary advertising and knowledge analytics engine empowers it to responsibly present a singular and customised buyer expertise.
The mixture with SEAH will give Tremendous Group entry to the capital markets and a powerful platform to speed up its international development technique, in addition to growth into the fast-growing U.S. on-line sports activities betting and gaming market.
Neal Menashe, CEO of Tremendous Group, mentioned: “We’ve got established our group as a really international, scaled and worthwhile digital gaming enterprise, delivering on our imaginative and prescient to carry first-class leisure to the worldwide betting and gaming group. Changing into a public firm will give us the instruments to proceed to develop our main product and know-how providing and ship a strengthened brand-driven advertising technique.”
“This itemizing will place us strongly to capitalize on the numerous international development alternatives forward ‒ together with within the U.S. market ‒ enabling us to additional develop our sturdy, loyal and engaged buyer base. In Eric and John, we’ve got discovered the right companions with experience throughout sports activities, leisure and public markets to assist us navigate our subsequent part of development.”
Eric Grubman, Chairman of the Board of Administrators of SEAH, mentioned: “Tremendous Group is a web based gaming and betting powerhouse with a observe document of world development and a powerful steadiness sheet. Tremendous Group’s core DNA is rooted in digital know-how, which drives its unparalleled experience in knowledge and analytics. Neal and Tremendous Group’s various and multi-talented international crew have a terrific playbook for easy methods to efficiently launch and obtain worthwhile development in new markets, and we sit up for partnering carefully with them on this thrilling subsequent chapter as a public firm.”
Confirmed Success of Entry into New Markets
By means of its tailor-made advertising, international model technique and know-how the group has a confirmed observe document of profitably getting into and constructing management positions in key markets throughout the globe. It’s licensed in 23 jurisdictions all over the world, excluding the U.S.
Betway at the moment has greater than 60 model partnerships with many groups, leagues and sport personalities throughout the globe. These embody a number of the world’s main sports activities franchises, such because the U.S. NBA groups Chicago Bulls, Golden State Warriors, Brooklyn Nets and LA Clippers; English Premier League soccer crew West Ham United; and Ninjas in Pyjamas, the Esports crew.
Tremendous Group is ideally positioned to capitalize on the forecast development within the international on-line betting and gaming market, which is anticipated to exceed $100 billion by 2025, in response to H2 Capital.
Concentrating on the fast-growing U.S. market, Tremendous Group has entered into an settlement to amass Digital Gaming Company (“DGC”), topic to acquiring customary regulatory approvals. DGC has the unique proper to make use of the Betway model within the U.S. and has secured market entry for on-line sports activities betting and gaming in as much as an preliminary 10 U.S. states together with Pennsylvania, New Jersey, Colorado, Indiana and Iowa. DGC’s first wager within the U.S. was taken in March 2021.
Tremendous Group’s U.S. development plans will likely be complemented by Eric Grubman and John Collins who carry with them a wealth of expertise and relationships throughout the broader U.S. sports activities and leisure ecosystem. As well as, the group will proceed the roll out of its choices on a world foundation together with the launch in a number of new licensed territories in 2021.
Key Transaction Phrases
The mixed firm intends to use to record its shares on the New York Inventory Trade (“NYSE”) underneath the brand new ticker image “SGHC”. Upon closing of the transaction, the mixed firm will function underneath the title Tremendous Group.
SEAH has agreed to mix with Tremendous Group primarily based on a $4.75 billion pre-money fairness valuation. Assuming no redemptions by SEAH’s shareholders: (i) the transaction will ship roughly $450 million of money (at the moment held in belief) to the mixed firm; (ii) Tremendous Group’s current shareholders will maintain roughly 88% of the shares within the mixed firm on closing; and (iii) the group may have roughly $200 million in money on its steadiness sheet on closing.
Shareholders comprising greater than 70% of Tremendous Group’s fairness is not going to be promoting any shares and can roll their complete fairness positions into the general public firm. The boards of administrators of Tremendous Group and SEAH have unanimously accredited this transaction.
The transaction requires the approval of shareholders of SEAH, is topic to different customary closing situations and is anticipated to shut within the second half of 2021.
Investor Presentation Info
Traders could take heed to a convention name relating to the proposed enterprise mixture on April 26, 2021, at 8:30 am ET. The decision might be accessed by visiting Tremendous Group’s web site at www.sghc.com/investors.
Traders might also entry an investor presentation accessible on the Tremendous Group web site and filed with the U.S. Securities and Trade Fee (the “SEC”) as an exhibit to a Present Report on Type 8-Okay previous to the decision, and accessible on the SEC web site at www.sec.gov.
Oakvale Capital LLP acted as unique monetary advisor to Tremendous Group. Goldman Sachs & Co. LLC. and PJT Companions acted as monetary advisors to SEAH. Cooley LLP acted as lead authorized advisor to Tremendous Group. Herzog Fox & Neeman, Saiber LLC and Wiggin LLP additionally assisted with authorized recommendation to Tremendous Group. Ropes and Grey acted as lead authorized advisor to SEAH. Clean Rome and CMS additionally assisted with authorized recommendation to SEAH.
Notes to Editors:
SGHC (Tremendous Group) is the holding firm for main international on-line sports activities betting and gaming companies: Betway, a premier on-line sports activities betting model, and Spin, a multi-brand on-line on line casino providing. The group is licensed in 23 jurisdictions, with main positions in key markets all through Europe, the Americas and Africa. The group’s profitable sports activities betting and on-line gaming choices are underpinned by its scale and main know-how, enabling quick and efficient entry into new markets. Its proprietary advertising and knowledge analytics engine empowers it to responsibly present a singular and personalised buyer expertise. For extra data, go to www.sghc.com.
About Sports activities Leisure Acquisition Corp.
Sports activities Leisure Acquisition Corp. is a particular goal acquisition firm fashioned for the aim of effecting a merger, capital inventory change, asset acquisition, inventory buy, reorganization or related enterprise mixture with a number of companies. SEAH is concentrated on targets within the sports activities and leisure sectors in addition to the know-how and companies which might be related to these verticals. Its Class A standard inventory trades on the New York Inventory Trade (the “NYSE”) underneath the image “SEAH”. SEAH’s administration crew is led by Eric Grubman and John Collins who every have a long time of expertise figuring out, buying, working and creating worth for the house owners of main firms and entities. For extra data, go to www.sportsentcorp.com.
Extra Info and The place to Discover It
This press launch pertains to a proposed transaction between Tremendous Group and SEAH. This press launch isn’t a proxy assertion or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction and shall not represent a proposal to promote or a solicitation of a proposal to purchase the securities of Tremendous Group, the mixed firm or SEAH, nor shall there be any sale of any such securities in any state or jurisdiction wherein such provide, solicitation, or sale can be illegal previous to registration or qualification underneath the securities legal guidelines of such state or jurisdiction. No provide of securities shall be made besides via a prospectus assembly the necessities of the Securities Act of 1933, as amended. Tremendous Group (SGHC) Restricted intends to file a registration assertion on Type F-4 with the SEC, which is able to embody a doc that serves as a prospectus and proxy assertion of SEAH, known as a proxy assertion/prospectus. A proxy assertion/prospectus will likely be despatched to all SEAH shareholders. SEAH additionally will file different paperwork relating to the proposed transaction with the SEC. Earlier than making any voting resolution, traders and safety holders of SEAH are urged to learn the registration assertion, the proxy assertion/prospectus and all different related paperwork filed or that will likely be filed with the SEC in reference to the proposed transaction as they turn out to be accessible as a result of they’ll include essential details about the proposed transaction.
Traders and safety holders will be capable of acquire free copies of the registration assertion, the proxy assertion/prospectus and all different related paperwork filed or that will likely be filed with the SEC by SEAH by the web site maintained by the SEC at www.sec.gov.
Individuals in Solicitation
SEAH and its administrators and govt officers could also be deemed to be contributors within the solicitation of proxies from SEAH’s shareholders in reference to the proposed transaction. A listing of the names of the administrators and govt officers of SEAH and knowledge relating to their pursuits within the enterprise mixture is ready forth in SEAH’s registration assertion on Type S-1 (Registration No. 333-248798) initially filed with the SEC on September 14, 2020. Extra data relating to the pursuits of such individuals and different individuals who could also be deemed contributors within the solicitation will likely be contained within the registration assertion and the proxy assertion/prospectus when accessible. Chances are you’ll acquire free copies of those paperwork as described within the previous paragraph.
This communication doesn’t represent a proposal to promote or the solicitation of a proposal to purchase any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction wherein such provide, solicitation or sale can be illegal previous to registration or qualification underneath the securities legal guidelines of any such jurisdiction. Sure statements made on this press launch are “ahead trying statements” throughout the which means of the “protected harbor” provisions of the US Non-public Securities Litigation Reform Act of 1995. Such “forward-looking statements” with respect to the proposed transaction between Tremendous Group and SEAH embody statements relating to the advantages of the transaction and development of the mixed enterprise.
These forward-looking statements embody, however will not be restricted to, statements relating to estimates and forecasts of monetary and efficiency metrics, expectations and timing associated to market entries and growth, projections of market alternative and development, potential advantages of the transaction and the potential success of Tremendous Group and SEAH. These forward-looking statements usually are recognized by the phrases “imagine,” “mission,” “anticipate,” “anticipate,” “estimate,” “intend,” “technique,” “future,” “alternative,” “plan,” “pipeline,” “could,” “ought to,” “will,” “would,” “will likely be,” “will proceed,” “will doubtless outcome,” and related expressions. Ahead-looking statements are predictions, projections and different statements about future occasions which might be primarily based on present expectations and assumptions and, in consequence, are topic to dangers and uncertainties.
Many elements may trigger precise future occasions to vary materially from the forward-looking statements on this press launch, together with however not restricted to: (i) the shortcoming of the events to efficiently or well timed consummate the proposed enterprise mixture, together with the danger that any required regulatory approvals will not be obtained, are delayed or are topic to unanticipated situations that would adversely have an effect on the mixed firm or the anticipated advantages of the proposed enterprise mixture or that the approval of the shareholders of Tremendous Group or SEAH is not going to be obtained; (ii) the danger that the transaction will not be accomplished by SEAH’s enterprise mixture deadline and the potential failure to acquire an extension of the enterprise mixture deadline if sought by SEAH; (iii) the failure to fulfill the situations to the consummation of the transaction, together with the adoption of the Enterprise Mixture Settlement by the shareholders of SEAH, the satisfaction of the minimal quantity within the belief account following redemptions by SEAH’s public shareholders and the receipt of sure governmental and regulatory approvals; (iv) the dearth of a 3rd get together valuation in figuring out whether or not or to not pursue the proposed transaction; (v) the prevalence of any occasion, change or different circumstance that would give rise to the termination of the Enterprise Mixture Settlement; (vi) the impact of the announcement or pendency of the transaction on Tremendous Group’s enterprise relationships, working outcomes, and enterprise usually; (vii) dangers that the proposed transaction disrupts present plans and operations of Tremendous Group and potential difficulties in worker retention on account of the transaction; (viii) the result of any authorized proceedings which may be instituted towards Tremendous Group, SEAH or the mixed firm associated to the Enterprise Mixture Settlement or the proposed transaction; (ix) the power to take care of the itemizing of SEAH’s securities on a nationwide securities change; (x) the worth of SEAH’s securities could also be unstable because of a wide range of elements, together with adjustments within the aggressive and controlled industries wherein SEAH plans to function or Tremendous Group operates, variations in working efficiency throughout rivals, adjustments in legal guidelines and laws affecting SEAH’s or Tremendous Group’s enterprise, Tremendous Group’s incapability to satisfy or exceed its monetary projections and adjustments within the mixed capital construction; (xi) adjustments generally financial situations, together with on account of the COVID-19 pandemic; (xii) the power to implement enterprise plans, forecasts, and different expectations after the completion of the proposed transaction, and establish and understand further alternatives; (xiii) adjustments in home and international enterprise, market, monetary, political and authorized situations; (xiv) future international, regional or native financial and market situations affecting the sports activities betting and gaming business; (xv) adjustments in current legal guidelines and laws, or their interpretation or enforcement, or the regulatory local weather with respect to the sports activities betting and gaming business; (xvi) the power of Tremendous Group’s clients to deposit funds with the intention to take part in Tremendous Group’s gaming merchandise; (xvii) compliance with regulatory necessities in a selected regulated jurisdiction, or Tremendous Group’s skill to efficiently acquire a license or allow utilized for in a selected regulated jurisdiction, or keep, renew or develop current licenses; (xviii) the technological options Tremendous Group has in place to dam clients in sure jurisdictions, together with jurisdictions the place Tremendous Group’s enterprise is illegitimate, or that are sanctioned by nations wherein Tremendous Group operates from accessing its choices; (xix) Tremendous Group’s skill to limit and handle betting limits on the particular person buyer stage primarily based on particular person buyer profiles and danger stage to the enterprise; (xx) the power by Tremendous Group’s key executives, sure staff or different people associated to the enterprise, together with vital shareholders, to acquire the required licenses or adjust to particular person regulatory obligations in sure jurisdictions; (xxi) safety or enforcement of Tremendous Group’s mental property rights, the confidentiality of its commerce secrets and techniques and confidential data, or the prices concerned in defending or imposing Tremendous Group’s mental property rights and confidential data; (xxii) compliance with relevant knowledge safety and privateness legal guidelines in Tremendous Group’s assortment, storage and use, together with sharing and worldwide transfers, of non-public knowledge; (xxiii) failures, errors, defects or disruptions in Tremendous Group’s data know-how and different programs and platforms; (xxiv) Tremendous Group’s skill to develop new merchandise, companies, and options, carry them to market in a well timed method, and make enhancements to its platform and Tremendous Group’s skill to take care of and develop its market share, together with its skill to enter new markets and purchase and retain paying clients; (xxv) the success, together with win or maintain charges, of current and future on-line betting and gaming merchandise; (xxvi) competitors throughout the broader leisure business; (xxvii) Tremendous Group’s reliance on strategic relationships with land primarily based casinos, sports activities groups, occasion planners, native licensing companions and advertisers; (xxviii) occasions or media protection regarding, or the recognition of, on-line betting and gaming business; (xxix) buying and selling, legal responsibility administration and pricing danger associated to Tremendous Group’s participation within the sports activities betting and gaming business; (xxx) accessibility to the companies of banks, bank card issuers and fee processing companies suppliers as a result of nature of Tremendous Group’s enterprise; (xxxi) the power of stockholders to train redemption rights with respect to numerous SEAH’s excellent shares of frequent inventory; (xxxii) the regulatory approvals associated to Tremendous Group’s contemplated acquisition of Digital Gaming Company (“DGC”) and the mixing of the DGC enterprise; (xxxiii) different dangers and uncertainties indicated on occasion within the ultimate prospectus of SEAH for its preliminary public providing and the proxy assertion/prospectus regarding the proposed enterprise mixture, together with these underneath “Threat Components” therein, and in SEAH’s different filings with the SEC. The foregoing record of things isn’t exhaustive. It’s best to rigorously take into account the foregoing elements and the opposite dangers and uncertainties described within the registration assertion on Type F-4 mentioned above, the proxy assertion/prospectus and different paperwork filed or which may be filed by SEAH on occasion with the SEC. These filings establish and deal with different essential dangers and uncertainties that would trigger precise occasions and outcomes to vary materially from these contained within the forward-looking statements. Ahead-looking statements communicate solely as of the date they’re made. Readers are cautioned to not put undue reliance on forward-looking statements, and Tremendous Group and SEAH assume no obligation and don’t intend to replace or revise these forward-looking statements, whether or not on account of new data, future occasions, or in any other case. Neither Tremendous Group nor SEAH provides any assurance that both Tremendous Group or SEAH, or the mixed firm, will obtain its expectations.
PRIIPs / Prospectus Regulation / IMPORTANT – EEA AND UK RETAIL INVESTORS
The shares of SEAH and the shares to be issued by Tremendous Group within the proposed transaction (collectively, the “Shares”) will not be meant to be provided, bought or in any other case made accessible to and shouldn’t be provided, bought or in any other case made accessible to any retail investor within the EEA or within the UK. For these functions, a retail investor means an individual who’s one (or extra) of: (i) a retail consumer as outlined in level (11) of Article 4(1) of MiFID II; or (ii) a buyer throughout the which means of Directive (EU) 2016/97, the place that buyer wouldn’t qualify as knowledgeable consumer as outlined in level (10) of Article 4(1) of MiFID II; or (iii) not a professional investor as outlined in Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (this Regulation along with any implementing measures in any member state, the “Prospectus Regulation”). Consequently, no provide of securities to which this announcement relates, is made to any individual in any Member State of the EEA which applies the Prospectus Regulation who will not be certified traders for the needs of the Prospectus Regulation, is made within the EEA and no key data doc required by Regulation (EU) No. 1286/2014 (as amended the “PRIIPs Regulation”) for providing or promoting the Shares or in any other case making them accessible to retail traders within the EEA or in the UK will likely be ready and subsequently providing or promoting the Shares or in any other case making them accessible to any retail investor within the EEA or in the UK could also be illegal underneath the PRIIPs Regulation.