- CRHC Board of Directors Recommends that all
CRHC Shareholders Vote "FOR" the Business Combination and Related
Proposals -
- CRHC Shareholders of Record as of
August 15, 2022 are Eligible to Vote
at Extraordinary General Meeting -
LUCERNE, Switzerland and
WILMINGTON, Del., Aug. 19, 2022 /PRNewswire/ -- Allwyn
Entertainment AG ("Allwyn" or the "Company"), a leading
multinational lottery operator, and Cohn Robbins Holdings Corp.
(NYSE:CRHC) ("CRHC") today announced that Allwyn's registration
statement on Form F-4 (the "Registration Statement"), in connection
with their previously announced proposed business combination with
CRHC (the "Business Combination"), has been declared effective by
the U.S. Securities and Exchange Commission ("SEC"). The
Registration Statement provides important information about CRHC,
Allwyn and the Business Combination and can be found on the SEC's
website at www.sec.gov under the registrant "Allwyn Entertainment
AG". CRHC shareholders are encouraged to read the
Registration Statement and all other relevant documents filed or
that will be filed with the SEC in connection with the Business
Combination before making any voting or investment decision.
CRHC also announced today a record date of August 15, 2022 (the "Record Date") and a meeting
date of September 7, 2022 for its
extraordinary general meeting (the "Meeting") to approve the
Business Combination. The closing of the Business Combination is
subject to approval by CRHC's shareholders as of the Record Date,
and the satisfaction or waiver of other customary closing
conditions and is expected to close shortly thereafter.
Upon closing, the combined company is expected to be listed on
the New York Stock Exchange ("NYSE") with its Class B ordinary
shares and warrants under the new ticker symbols "ALWN" and
"ALWN.WS," respectively. For more information about the Business
Combination, please
visit www.cohnrobbins.com/investor-relations/ or see documents
filed by Allwyn and CRHC with the SEC.
The CRHC Board of Directors recommends all CRHC shareholders
vote "FOR" ALL PROPOSALS in advance of the Meeting, via
the Internet or by signing, dating and returning the proxy card
upon receipt by following the instructions in the Registration
Statement.
CRHC believes the global lottery industry has attractive
characteristics, including high consumer participation across wide
demographics, resiliency through market cycles and upside potential
from increasing online penetration. Allwyn is a leader in the
$300 billion global lottery industry,
operating lotteries through both retail and online channels in
multiple European countries, including Austria, the Czech
Republic, Greece,
Cyprus and Italy.
CRHC furthermore believes Allwyn is well-positioned to grow
through both organic and inorganic growth opportunities.
Allwyn's UK business, Allwyn Entertainment Ltd, was selected
by the UK Gambling Commission as the preferred applicant in the
competition for the fourth license to operate the UK National
Lottery. If the license is awarded, this will further expand
Allwyn's footprint as one of Europe's largest and fastest growing lottery
companies. For further information on Allwyn, please visit the
Allwyn Investor Relations Website at
investors.allwynentertainment.com.
Shareholders that were CRHC shareholders as of the Record Date
may attend the Meeting in person at the location indicated in the
Registration Statement. Alternatively, shareholders can
register to attend the meeting virtually via a live webcast
starting at 9:30 am, New York City
Time, on September 7, 2022. To
register to attend the Meeting virtually, shareholders must enter
the URL address www.cstproxy.com/cohnrobbins/2022 into a browser,
enter a control number assigned by Continental Stock Transfer &
Trust Company, and follow the instructions applicable to them
provided in the Registration Statement.
Each Shareholder Vote FOR ALL Proposals Is Important, No
Matter How Many or How Few Shares a Shareholder Owns. If
shareholders have any questions about voting or need assistance
voting, please contact Morrow Sodali LLC, CRHC's proxy solicitor,
by calling (800) 662-5200 (for individuals), or (203) 658-9400 (for
banks and brokers).
As previously disclosed, the Business Combination contemplates a
bonus pool of up to approximately 6.6 million CRHC shares to be
made available exclusively to non-redeeming CRHC shareholders.
About Allwyn
Allwyn is a leading global lottery operator. Allwyn builds
lotteries that return more to good causes by focusing on
innovation, technology, efficiency and safety across a growing
casual gaming entertainment portfolio. The lottery-first approach
of focusing on affordable recreational play has earned Allwyn
leading market positions with trusted brands across Europe in Austria, Czech
Republic, Greece and
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., where he
worked from 1987-2000.
Additional Information about the Business Combination and
Where to Find It
Additional information about the Business Combination, including a
copy of the Business Combination Agreement and prospectus, are
provided in the Registration Statement. The Registration
Statement is being mailed to each of CRHC's shareholders and can be
found on the SEC's website at www.sec.gov under the registrant
"Allywn Entertainment AG."
Contacts
For media inquiries:
Adam Weiner
Arrowpath Advisors for Cohn Robbins Holdings Corp.
CRHCmedia@arrowpath.com
+1 212 596 7700
Dana Dvorakova for Allwyn
Entertainment
dana.dvorakova@allwynent.com
For investor inquiries:
allwyn.ir@icrinc.com
IR@allwynent.com
Cautionary Statement Regarding Forward-Looking
Statements
This press release 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
Business Combination between, among other parties, CRHC and Allwyn.
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 press release. 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, Allwyn'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, 2021 and its subsequent Quarterly
Reports on Form 10-Q, and the Registration Statement filed by
Allwyn. These filings 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 Allwyn'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 document, including but not limited to: (1) the outcome of
any legal proceedings that may be instituted against CRHC or Allwyn
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 CRHC's shareholders; (3) the risk that the Business
Combination may not be completed by CRHC's business combination
deadline and the potential failure to obtain an extension of such
deadline sought by CRHC; (4) the failure to satisfy the conditions
to the consummation of the Business Combination, including the
approval by CRHC's shareholders and the satisfaction of the minimum
trust account amount following any redemptions by CRHC's public
shareholders; (5) the occurrence of any event, change or other
circumstance that could give rise to the termination of the
business combination agreement; (6) the risk that the Business
Combination disrupts current plans and operations as a result of
the consummation of the Business Combination; (7) 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; (8) costs related to the Business
Combination; (9) changes in the applicable laws or regulations;
(10) the possibility that the combined company may be adversely
affected by other economic, business, and/or competitive factors;
(11) the risk of downturns and a changing regulatory landscape in
the industry in which Allwyn operates; (12) Allwyn's ability to
obtain or maintain rights or licenses to operate in any market in
which Allwyn operates or seeks to operate in the future; (13) the
potential inability of Allwyn to raise additional capital needed to
pursue its business objectives or to achieve efficiencies regarding
other costs; (14) the enforceability of Allwyn'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 (15) 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, and
the Registration Statement. Allwyn 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, which
speak only as of the date made. Neither Allwyn nor CRHC gives any
assurance that Allwyn or CRHC will achieve its expectations.
Neither Allwyn nor 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.
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SOURCE Cohn Robbins Holdings Corp.
