Entain Plc Entain completes offer to Enlabs shareholders

 
TIDMENT 
 
This announcement is not an offer, whether directly or indirectly, in 
Australia, Canada, Hong Kong, Japan, New Zealand or South Africa or in any 
other jurisdiction where such offer pursuant to legislation and regulations in 
such relevant jurisdiction would be prohibited by applicable law. Shareholders 
not resident in Sweden who wish to accept the Offer (as defined below) must 
make inquiries concerning applicable legislation and possible tax consequences. 
Shareholders should refer to the offer restrictions included in the section 
titled "Important information" at the end of this announcement and in the offer 
document which was published on 20 January 2021. Shareholders in the United 
States should also refer to the section titled "Special notice to shareholders 
in the United States" at the end of this announcement. 
 
PRESS RELEASE, 22 MARCH 2021 
 
Entain successfully completes the recommended public cash offer to the 
shareholders of Enlabs and extends the acceptance period 
 
On 7 January 2021, Entain plc, through its wholly-owned subsidiary Bwin 
Holdings (Malta) Limited ("Entain") announced a public cash offer to the 
shareholders of Enlabs AB (publ) ("Enlabs") to tender all their Enlabs shares 
to Entain (the "Offer"). On 1 March 2021, Entain announced that it had decided 
to increase the consideration in the Offer from SEK 40 per share to SEK 53 per 
share. 
 
The Offer has been accepted by shareholders holding in total 65,856,834 shares, 
corresponding to approximately 94.2% of the total number of shares and votes in 
Enlabs. 
 
As set out in the offer document, the Offer did not include warrants issued by 
Enlabs and acquired by employees under the incentive program implemented by 
Enlabs. Entain has offered the warrant holders to sell all their warrants to 
Entain outside of the Offer at a price equal to the see-through value of the 
warrants on the basis of the offer price. The separate offer to the warrant 
holders has been accepted by holders of 1,350,000 warrants out of a total of 
1,400,000 warrants allotted and transferred to participants in the incentive 
program. 
 
Except as set out above, Entain has not acquired any Enlabs shares or financial 
instruments that give a financial exposure to the Enlabs shares outside the 
Offer. 
 
All conditions for completion of the Offer have been satisfied and Entain 
therefore declares the Offer unconditional. Settlement in respect of the Enlabs 
shares tendered no later than 18 March 2021, is expected to occur on or around 
30 March 2021. 
 
Entain has decided to extend the acceptance period until 13.00 CET on 1 April 
2021 to enable Enlabs shareholders who have not yet accepted the Offer to 
accept the Offer. Settlement in respect of shares tendered during the extended 
acceptance period is expected to occur on or around 13 April 2021. Entain will 
not extend the acceptance period further. 
 
Entain intends to initiate compulsory acquisition proceedings in respect of 
Enlabs shares not tendered in the Offer, and to request that the Enlabs board 
applies for a delisting of the Enlabs shares from Nasdaq First North Growth 
Market. 
 
The offer document (including the supplement) in Swedish and English versions 
as well as other information relating to the Offer are available on Entain's 
website https://entaingroup.com/investor-relations/ 
enlabs-ab-public-offer-documents/, on the website of Aktieinvest FK AB 
www.aktieinvest.se/enlabs2021, and on the website https://www.enlabs-offer.com. 
 
For further information, please contact: 
 
Entain plc 
Investor Relations 
David Lloyd-Seed, Group Director of Investor Relations & Corporate 
Communications 
[e-mail] 
 
Media 
Tessa Curtis, Head of Media Relations 
Jay Dossetter, Head of ESG and Press Office 
[e-mail] 
[e-mail] 
[e-mail] 
 
Powerscourt 
Rob Greening / Elly Williamson 
Tel: [phone] 
[e-mail] 
 
Fogel & Partners 
Birgitta Henriksson 
[e-mail] 
[phone] 
 
The information set out in this announcement was submitted for publication on 
22 March 2021, 8.00 a.m. CET. 
 
Important information 
 
The Offer is not being made, directly or indirectly, in or into Australia, 
Canada, Hong Kong, Japan, New Zealand or South Africa by use of mail or any 
other communication 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 securities 
exchange or other trading venue, of Australia, Canada, Hong Kong, Japan, New 
Zealand or South Africa, and the Offer cannot be accepted by any such use or by 
such means, instrumentality or facility of, in or from, Australia, Canada, Hong 
Kong, Japan, New Zealand or South Africa. Accordingly, this press release or 
any documentation relating to the Offer are not being and should not be sent, 
mailed or otherwise distributed or forwarded in or into Australia, Canada, Hong 
Kong, Japan, New Zealand or South Africa. 
 
This press release is not being, and must not be, sent to shareholders with 
registered addresses in Australia, Canada, Hong Kong, Japan, New Zealand or 
South Africa. Banks, brokers, dealers and other nominees holding shares for 
persons in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa 
must not forward this press release or any other document received in 
connection with the Offer to such persons. 
 
The Offer, the information and documents contained in this press release are 
not being made and have not been approved by an authorised person for the 
purposes of section 21 of the UK Financial Services and Markets Act 2000 (the " 
FSMA"). The communication of the information and documents contained in this 
press release is exempt from the restriction on financial promotions under 
section 21 of the FSMA on the basis that it is a communication by or on behalf 
of a body corporate which relates to a transaction to acquire day to day 
control of the affairs of a body corporate; or to acquire 50 per cent or more 
of the voting shares in a body corporate, within article 62 of the UK Financial 
Services and Markets Act 2000 (Financial Promotion) Order 2005. 
 
Statements in this press release relating to future status or circumstances, 
including statements regarding future performance, growth and other trend 
projections and 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 
Entain. Any such forward-looking statements speak only as of the date on which 
they are made and Entain has no obligation (and undertakes no such obligation) 
to update or revise any of them, whether as a result of new information, future 
events or otherwise, except for in accordance with applicable laws and 
regulations. 
 
Special notice to shareholders in the United States 
 
The Offer described in this press release is made for the issued and 
outstanding shares of Enlabs, a company incorporated under Swedish law, and is 
subject to Swedish disclosure and procedural requirements, which may be 
different from those of the United States. The Offer is made in the United 
States pursuant to Section 14(e) of the U.S. Securities Exchange Act of 1934, 
as amended (the "U.S. Exchange Act") and Regulation 14E thereunder, to the 
extent applicable, and otherwise in compliance with the disclosure and 
procedural requirements of Swedish law, including with respect to withdrawal 
rights, the Offer timetable, notices of extensions, announcements of results, 
settlement procedures (including as regards to the time when payment of the 
consideration is rendered) and waivers of conditions, which may be different 
from requirements or customary practices in relation to U.S. domestic tender 
offers. Holders of the shares of Enlabs domiciled in the United States (the " 
U.S. Holders") are encouraged to consult with their own advisors regarding the 
Offer. 
 
Enlabs' financial statements and all financial information included herein, or 
any other documents relating to the Offer, have been or will be prepared in 
accordance with IFRS and may not be comparable to the financial statements or 
financial information of companies in the United States or other companies 
whose financial statements are prepared in accordance with U.S. generally 
accepted accounting principles. The Offer is made to the U.S. Holders on the 
same terms and conditions as those made to all other shareholders of Enlabs to 
whom an offer is made. Any information documents, including the offer document, 
are being disseminated to U.S. Holders on a basis comparable to the method 
pursuant to which such documents are provided to Enlabs' other shareholders. 
 
The Offer, which is subject to Swedish law, is being made to the U.S. Holders 
in accordance with the applicable U.S. securities laws, and applicable 
exemptions thereunder. To the extent the Offer is subject to U.S. securities 
laws, those laws only apply to U.S. Holders and thus will not give rise to 
claims on the part of any other person. The U.S. Holders should consider that 
the Offer Price is being paid in SEK and that no adjustment will be made based 
on any changes in the exchange rate. 
 
It may be difficult for Enlabs shareholders to enforce their rights and any 
claims they may have arising under the U.S. federal or state securities laws in 
connection with the Offer, since Enlabs and Entain are located in countries 
other than the United States, and some or all of their officers and directors 

may be residents of countries other than the United States. Enlabs shareholders 
may not be able to sue Enlabs or Entain or their respective officers or 
directors in a non-U.S. court for violations of U.S. securities laws. Further, 
it may be difficult to compel Enlabs or Entain and/or their respective 
affiliates to subject themselves to the jurisdiction or judgment of a U.S. 
court. 
 
To the extent permissible under applicable law or regulations, Entain and its 
affiliates or its brokers and its brokers' affiliates (acting as agents for 
Entain or its affiliates, as applicable) may from time to time and during the 
pendency of the Offer, and other than pursuant to the Offer, directly or 
indirectly purchase or arrange to purchase shares of Enlabs outside the United 
States, or any securities that are convertible into, exchangeable for or 
exercisable for such shares. These purchases may occur either in the open 
market at prevailing prices or in private transactions at negotiated prices, 
and information about such purchases will be disclosed by means of a press 
release or other means reasonably calculated to inform U.S. Holders of such 
information. In addition, the financial advisors to Entain may also engage in 
ordinary course trading activities in securities of Enlabs, which may include 
purchases or arrangements to purchase such securities as long as such purchases 
or arrangements are in compliance with the applicable law. Any information 
about such purchases will be announced in Swedish and in a non-binding English 
translation available to the U.S. Holders through relevant electronic media if, 
and to the extent, such announcement is required under applicable Swedish or 
U.S. law, rules or regulations. 
 
The receipt of cash pursuant to the Offer by a U.S. Holder may be a taxable 
transaction for U.S. federal income tax purposes and under applicable U.S. 
state and local, as well as foreign and other, tax laws. Each shareholder is 
urged to consult an independent professional adviser regarding the tax 
consequences of accepting the Offer. Neither Entain nor any of its affiliates 
and their respective directors, officers, employees or agents or any other 
person acting on their behalf in connection with the Offer shall be responsible 
for any tax effects or liabilities resulting from acceptance of this Offer. 
 
NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY U.S. STATE 
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE OFFER, PASSED ANY 
COMMENTS UPON THE MERITS OR FAIRNESS OF THE OFFER, PASSED ANY COMMENT UPON THE 
ADEQUACY OR COMPLETENESS OF THIS PRESS RELEASE OR PASSED ANY COMMENT ON WHETHER 
THE CONTENT IN THIS PRESS RELEASE IS CORRECT OR COMPLETE. ANY REPRESENTATION TO 
THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES. 
 
 
 
END 
 
 

(END) Dow Jones Newswires

March 22, 2021 03:00 ET (07:00 GMT)