Zeal set to close Lotto24 acquisition


ZEAL Network SE has published its offer document for the all-share voluntary takeover offer for Germany’s largest private digital lottery broker, Lotto24 AG.

Prior to its publication, the offer document was approved by the German Federal Financial Supervisory Authority (BaFin) in accordance with the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz). Lotto24 shareholders can accept the takeover offer by tendering their shares to ZEAL. Lotto24 shareholders will receive one new ZEAL share in exchange for 1.604 shares of Lotto24. The acceptance period will end on 10 April 2019 at 24:00 hours (CET).

ZEAL has already secured approximately 65% of the shares and voting rights in Lotto24 through irrevocable tender commitments from major shareholders of the company, namely Günther Group, Working Capital and Jens Schumann.

Dr Helmut Becker, CEO, ZEAL: ‘We are fully on track to reunite ZEAL and Lotto24. The conversion of Tipp24 to the lottery brokerage model and our combination with Lotto24 will create a superior platform for sustainable and accelerated growth in Germany and beyond. Lotto24 has successfully grown its market share in the German online lottery market to 34% in 2018. Together, we will build on this position, and our combined scale and technology capability to further expand our joint business. We are convinced that the transaction will create significant value for shareholders of both companies, customers, and the German federal states and their lottery beneficiaries. With our offer, we are inviting Lotto24 shareholders to join us on this exciting journey and become part of our combined success story.’

On completion, the transaction will create a digital lottery group with currently more than 5 million combined customers globally, current combined billings of about EUR 500 million, and a diverse international footprint. In the context of the deal, and consistent with its renewed strategy to de-risk its business model and focus on locally licensed businesses, ZEAL intends to transform its German secondary lottery business into a locally licensed online brokerage model after reacquiring control of its myLotto24 and Tipp24 subsidiaries.

Within the acceptance period, Lotto24 shareholders can accept the offer and tender their shares. In case the offer conditions are satisfied at the end of the acceptance period, there will be a mandatory additional acceptance period of two weeks. M.M.Warburg & CO (AG & Co.) KGaA, Hamburg, Germany, will act as settlement agent with regard to the offer.