WILMINGTON, Del.,
March 16, 2022
/PRNewswire/ -- Cohn Robbins Holding Corp. (NYSE: CRHC), which has
entered into a merger agreement with Allwyn Entertainment, issued
the following comment from its co-chairmen, Gary D.
Cohn and Clifton S. Robbins, regarding the decision
published yesterday by the United
Kingdom's Gambling Commission naming Allwyn's UK business,
Allwyn Entertainment Ltd., as the Preferred Applicant for the UK's
fourth National Lottery license, following a competitive
process:
"We congratulate our partners, led by Board Chairman
Karel Komárek and CEO Robert Chvatal, along with the UK team led by
Sir Keith Mills, on this tremendous
accomplishment and milestone in Allwyn's journey to become the
global leader in managing lotteries. The UK National Lottery is one
of the largest in the world and we are very pleased that Allwyn
Entertainment Ltd.'s proposal was judged to be the best way of
growing returns to good causes," said Gary D.
Cohn and Clifton S. Robbins, Co-Founders and Co-Chairmen
of Cohn Robbins Holdings Corp.
A positive outcome for Allwyn's UK business in the tender for
the UK's fourth National Lottery license was not part of Cohn
Robbins' financial forecasts in evaluating and entering into the
transaction with Allwyn.
"We remain strongly supportive of Allwyn's goal to continue to
expand into new markets including the UK, Western Europe and the United States," added Messrs. Cohn and
Robbins.
According to information published publicly today by the UK
Gambling Commission, the current third National Lottery license is
due to expire in 2024. Following a legal standstill period of at
least 10 days beginning yesterday, a 22-month transition period
will proceed toward the fourth license, which has a fixed 10-year
term.
Allwyn Entertainment, the new group-wide brand for SAZKA
Entertainment AG, is a lottery, entertainment, and digital gaming
operator, with trusted brands delivering over €16bn in
wagers. Allwyn is one of Europe's largest and
fastest growing lottery companies and its strong performance across
its markets is helping to fund good causes in Austria,
the Czech
Republic, Greece, Cyprus and Italy.
About Cohn Robbins Holdings Corp.
Founded and listed
on the NYSE in 2020, Cohn Robbins Holdings Corp. is Co-Chaired
by Gary D. Cohn and Clifton S. Robbins. Mr.
Cohn is Vice Chairman of IBM and has more than 30 years of
financial services experience spanning the private and public
sectors, having served as Assistant to the President of the
United States for Economic Policy and Director of the National
Economic Council from January 2017 until April 2018,
and as President, Chief Operating Officer and a director of The
Goldman Sachs Group, Inc. from 2006-2016. Mr. Robbins has
more than 35 years of investment management
experience, including as Founder and Chief Executive Officer
of Blue Harbour Group from 2004-2020, a Managing Member of global
growth investor General Atlantic Partners from 2000-2004, and as a
General Partner of Kohlberg Kravis Roberts & Co. ("KKR") where
he worked from 1987-2000.
Forward-Looking Statements
This communication includes
"forward-looking statements" within the meaning of the "safe
harbor" provisions of the Private Securities Litigation Reform Act
of 1995 with respect to the proposed business combination between
CRHC and the Company (the "Business Combination"). Words such as
"expect," "estimate," "project," "budget," "forecast,"
"anticipate," "intend," "plan," "may," "will," "could," "should,"
"believe," "predict," "potential," "continue," "strategy,"
"future," "opportunity," "would," "seem," "seek," "outlook" and
similar expressions are intended to identify such forward-looking
statements. Forward-looking statements are predictions,
projections and other statements about future events that are based
on current expectations and assumptions and, as a result, are
subject to risks and uncertainties that could cause the actual
results to differ materially from the expected results. These
statements are based on various assumptions, whether or not
identified in this communication. These forward-looking
statements are provided for illustrative purposes only and are not
intended to serve as, and must not be relied on by an investor as,
a guarantee, an assurance, a prediction or a definitive statement
of fact or probability. Actual events and circumstances are
difficult or impossible to predict and will differ from
assumptions. These forward-looking statements include,
without limitation, the Company's and CRHC's expectations with
respect to anticipated financial impacts of the Business
Combination, the satisfaction of closing conditions to the Business
Combination, and the timing of the completion of the Business
Combination. You should carefully consider the risks and
uncertainties described in the "Risk Factors" section of CRHC's
registration statement on Form S-1 (File No. 333-240277), its
Annual Report on Form 10-K, as amended from time to time, for the
fiscal year ended December 31, 2020and its subsequent
Quarterly Reports on Form 10-Q. In addition, there will
be risks and uncertainties described in the Form F-4 and other
documents filed by Allwyn Entertainment AG, a Swiss stock
corporation (Aktiengesellschaft) ("Swiss NewCo"), and CRHC from
time to time with the SEC. These filings would identify and
address other important risks and uncertainties that could cause
actual events and results to differ materially from those contained
in the forward-looking statements. Most of these factors are
outside the Company's and CRHC's control and are difficult to
predict. Many factors could cause actual future events to
differ from the forward-looking statements in this communication,
including but not limited to: (1) the outcome of any legal
proceedings that may be instituted against CRHC or the Company
following the announcement of the Business Combination; (2) the
inability to complete the Business Combination, including due to
the inability to concurrently close the Business Combination and
the private placement of common stock or due to failure to obtain
approval of the CRHC stockholders; (3) the risk that the
transaction may not be completed by CRHC's business combination
deadline and the potential failure to obtain an extension of the
Business Combination deadline if sought by CRHC; (4) the failure to
satisfy the conditions to the consummation of the transaction,
including the approval by the CRHC stockholders, the satisfaction
of the minimum trust account amount following any redemptions by
CRHC's public stockholders and the receipt of certain governmental
and regulatory approvals; (5) delays in obtaining, adverse
conditions contained in, or the inability to obtain necessary
regulatory approvals or complete regulatory reviews required to
complete the Business Combination; (6) the occurrence of any event,
change or other circumstance that could give rise to the
termination of the definitive agreement relating to the Business
Combination ("Business Combination Agreement"); (7) volatility in
the price of CRHC's securities; (8) the risk that the Business
Combination disrupts current plans and operations as a result of
the announcement and consummation of the Business Combination; (9)
the inability to recognize the anticipated benefits of the Business
Combination, which may be affected by, among other things,
competition, the ability of the combined company to grow and manage
growth profitably, maintain relationships with customers and
suppliers and retain key employees; (10) costs related to the
Business Combination; (11) changes in the applicable laws or
regulations; (12) the possibility that the combined company may be
adversely affected by other economic, business, and/or competitive
factors; (13) the risk of downturns and a changing regulatory
landscape in the industry in which the Company operates; (14) the
impact of the global COVID-19 pandemic; (15) the Company's ability
to obtain or maintain rights or licenses to operate in any market
in which the Company operates; (16) the potential inability
of the Company to raise additional capital needed to pursue its
business objectives or to achieve efficiencies regarding other
costs; (17) the enforceability of the Company's intellectual
property, including its patents, and the potential infringement on
the intellectual property rights of others, cyber security risks or
potential breaches of data security; and (18) other risks and
uncertainties described in CRHC's registration statement on Form
S-1 and Annual Report on Form 10-K, as amended from time to time,
for the fiscal year ended December 31, 2020 and its
subsequent Quarterly Reports on Form 10-Q. These risks and
uncertainties may be amplified by the COVID-19 pandemic, which has
caused significant economic uncertainty. The Company and CRHC
caution that the foregoing list of factors is not exclusive or
exhaustive and not to place undue reliance upon any forward-looking
statements, including projections, which speak only as of the date
made. None of the Company or CRHC gives any assurance that
the Company or CRHC will achieve its expectations. None of
the Company or CRHC undertakes or accepts any obligation to
publicly provide revisions or updates to any forward-looking
statements, whether as a result of new information, future
developments or otherwise, or should circumstances change, except
as otherwise required by securities and other applicable laws.
Projections
This communication contains financial
forecasts for the Company with respect to certain financial
results. Neither CRHC's nor the Company's independent auditors have
audited, studied, reviewed, compiled or performed any procedures
with respect to the projections for the purpose of their inclusion
in this communication, and accordingly, they did not express an
opinion or provide any other form of assurance with respect thereto
for the purpose of this communication. These projections are
forward-looking statements and should not be relied upon as being
necessarily indicative of future results. The assumptions and
estimates underlying the prospective financial information are
inherently uncertain and are subject to a wide variety of
significant business, economic and competitive risks and
uncertainties that could cause actual results to differ materially
from those contained in the prospective financial information.
Accordingly, there can be no assurance that the prospective results
are indicative of the future performance of the Company or that
actual results will not differ materially from those presented in
the prospective financial information. Inclusion of the
prospective financial information in this communication should not
be regarded as a representation by any person that the results
contained in the prospective financial information will be
achieved.
Additional Information about the Business Combination and
Where to Find It
Additional information about the proposed
business combination, including a copy of the Business Combination
Agreement and investor presentation, will be provided in a Current
Report on Form 8-K (the "Form 8-K") to be filed by CRHC with the
SEC. Allwyn Entertainment AG, a newly formed subsidiary of the
Company, will file a registration statement on Form F-4 (the "Form
F-4") with the SEC. The Form F-4 will include a proxy
statement of CRHC and a prospectus of Allwyn Entertainment
AG. The Form F-4 will be sent to each of CRHC's shareholders,
and Allwyn Entertainment AG and CRHC will file other relevant
materials with the SEC in connection with the proposed business
combination. Copies of the Form 8-K, the Form F-4 and all
other relevant materials filed or that will be filed with the SEC
will be available at www.sec.gov.
Participants in the Solicitation
CRHC, the Company and
Swiss NewCo and their respective directors and executive officers,
under SEC rules, may be deemed to be participants in the
solicitation of proxies of CRHC stockholders in connection with the
Business Combination. Investors and security holders may
obtain more detailed information regarding the names and interests
in the Business Combination of CRHCs' directors and officers in
CRHC's filings with the SEC, including CRHC's registration
statement on Form S-1, which was originally filed with the SEC
on July 31, 2020. To the extent that holdings of CRHC's
securities have changed from the amounts reported in CRHC's
registration statement on Form S-1, such changes have been or will
be reflected on Statements of Change in Ownership on Form 4 filed
with the SEC. Information regarding the persons who may, under SEC
rules, be deemed participants in the solicitation of proxies to
CRHC stockholders in connection with the Business Combination will
be included in the proxy statement/prospectus relating to the
Business Combination when it becomes available. You may
obtain free copies of these documents as described in the preceding
paragraph.
No Offer and Non-Solicitation
This communication shall
not constitute a proxy statement or solicitation of a proxy,
consent or authorization with respect to any securities or in
respect of the Business Combination. This communication shall also
not constitute an offer to sell or a solicitation of an offer to
buy any securities of CRHC or Company, nor shall there be any sale
of securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
Contacts
For media inquiries:
Adam Weiner
Arrowpath Advisors for Cohn Robbins Holdings Corp.
CRHCmedia@arrowpath.com
+1 212 596 7700
For investor inquiries:
Ryan Lawrence, ICR
allwyn.ir@icrinc.com
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SOURCE Cohn Robbins Holdings Corp.
