ZEAL Network SE  today announced an all-share voluntary takeover offer for Lotto24 AG.

The offer consideration will reflect the ratio of the volume-weighted average share prices of both Lotto24 and ZEAL over the past three months before announcement of the transaction. Subject to the final determination of the minimum prices required by law and the final terms set forth in the offer document, ZEAL intends to offer one new ZEAL share with a nominal value of EUR 1.00 as consideration in exchange for each ca. 1.6 tendered shares of Lotto24. Independently of the offer, ZEAL expects to pay an ordinary interim dividend of EUR 1.00 by year-end 2018.

ZEAL has held initial, constructive conversations with Lotto24 and looks forward to further engage with the management to achieve a successful combination of the businesses.

In addition, ZEAL today entered into tender agreements with major shareholders of both Lotto24 and ZEAL, namely Günther Group, Working Capital and Jens Schumann (a member of the supervisory board of Lotto24) regarding their shares in Lotto24, covering approximately 65% of the shares and voting rights in Lotto24. By entering into the tender agreements, these shareholders have undertaken to tender their shares in Lotto24 into the Offer.

The Offer will be made in accordance with the conditions to be set forth in the offer document, among others a minimum acceptance rate of 50% plus one share of Lotto24. Further details of the Offer and its terms, including the acceptance period, will be contained in the offer document. ZEAL expects that the offer document will be published on the website www.zeal-offer.com at the beginning of January 2019.

ZEAL will propose to its shareholders to approve the Offer, including the acquisition of Lotto24 shares from certain members of the Supervisory Board of ZEAL or persons connected with them, and authorise the Executive Board to allot a number of shares as required to fund the Offer. As Günther Group has made it a condition to its tender agreement with ZEAL that it will not, as a consequence of the Offer, be subject to a legal obligation to make a general offer for the shares in ZEAL which it does not already own at that time, ZEAL will furthermore propose to its shareholders to approve the waiver of such obligation granted by the Panel on Takeovers and Mergers. The ZEAL shareholder approvals will be a condition for ZEAL to publish the offer document.

Upon completion of the Offer, and consistent with its renewed strategy to focus on locally-licensed businesses, ZEAL intends to transform its German secondary lottery business into a licensed online brokerage model after reacquiring control of its consolidated participations myLotto24 Ltd. and Tipp24 Services Ltd. and to relocate to Germany.