Regulatory News:
This announcement is not an offer, whether directly or
indirectly, in Australia, 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 will be published
shortly before the beginning of the acceptance period for the
Offer. Shareholders in the United States should also refer to the
section titled “Important notice to shareholders in the United
States of America” at the end of this announcement.
La Française des Jeux SA (“FDJ”) (Paris:FDJ), hereby
announces a recommended public offer to the holders of Swedish
Depository Receipts (the “SDRs”) in Kindred Group plc
(together with its subsidiaries “Kindred” or the
“Company”) to tender all their SDRs in Kindred at a price of
SEK 130 in cash per SDR (the “Offer”). The SDRs in Kindred
are admitted to trading on Nasdaq Stockholm, Large Cap. For the
sake of simplicity and because each SDR represents a share in
Kindred, the SDRs will also be referred to as “Shares” and
the holders as “shareholders”.
The Company’s shareholders, Corvex Management LP, Premier
Investissement SAS, Eminence Capital, Veralda Investment and
Nordea, representing in aggregate approximately 27.9 percent of the
outstanding Shares in Kindred, have irrevocably undertaken to
accept the Offer. The Board of Directors of Kindred has unanimously
resolved to recommend that shareholders accept the Offer.1 The
Offer will enable Kindred to deliver its full potential and provide
significant investment and support for further growth.
Key highlights and summary of the Offer
- FDJ offers SEK 130 in cash per Kindred Share (the “Offer
Price”). The total value of the Offer is approximately SEK 27,951
million. 2
- The Offer Price represents a premium of:3
- approximately 24.4 percent compared to the closing share price
of SEK 104.50 of Kindred’s Shares on Nasdaq Stockholm on 19 January
2024, which was the last trading day prior to the announcement of
the Offer;
- approximately 34.9 percent compared to the volume-weighted
average trading price of SEK 96.34 of Kindred’s Shares on Nasdaq
Stockholm during the last 30 trading days prior to the announcement
of the Offer; and
- approximately 36.3 percent compared to the volume-weighted
average trading price of SEK 95.35 of Kindred’s Shares on Nasdaq
Stockholm during the last 90 trading days prior to the announcement
of the Offer.
- Following conclusion of the strategic review announced by the
Company on 26 April 2023 and a competitive process, the Board of
Directors of Kindred unanimously recommends that the Company’s
shareholders accept the Offer. The recommendation is supported by a
fairness opinion provided by Jefferies International GmbH
(“Jefferies”).
- The Company’s shareholders, Corvex Management LP, Premier
Investissement SAS, Eminence Capital and Nordea representing in
total approximately 25.7 percent of the outstanding Shares4 in
Kindred, have entered into undertakings to accept the Offer,
irrespective of whether a higher competing offer is made, and to
vote5 in favor of an amendment of the articles of association in
accordance with condition (vi) of the Offer.
- Furthermore, Veralda Investment, representing in approximately
2.3 percent of the outstanding Shares6 in Kindred, has entered into
an undertaking to accept the Offer, irrespective of whether a
higher competing offer is made, and to vote in favor of an
amendment of the articles of association in accordance with
condition (vi) of the Offer. Veralda Investment may, after the
latest of (i) one month from the date of announcement of the Offer
and (ii) a general meeting in Kindred resolving to amend the
articles of association in accordance with condition (vi) of the
Offer, sell 50% of its Shares, for a price not higher than the
Offer Price. Furthermore, Veralda Investment may sell all of its
Shares, for a price not higher than the Offer Price, after three
months from the date of the announcement of the Offer. If Veralda
Investment wants to sell its Shares, it has undertaken to first
offer FDJ the possibility to buy the Shares at a price not higher
than the Offer Price. Veralda Investment has undertaken to tender
any Shares held at the last day of the acceptance period in the
Offer.
- The Offer is conditional upon the Offer being accepted to such
extent that FDJ becomes the owner of Shares representing more than
90 percent of the total number of outstanding Shares in Kindred. In
addition, the Offer is made on the terms and subject to the
conditions (ii)–(viii) set out below in this announcement.
- The acceptance period is expected to commence on or around 20
February 2024 and expire on or around 19 November 2024 to allow for
receipt of customary regulatory approvals. Should such customary
regulatory approvals be received earlier, the acceptance period may
be shortened.
Stéphane Pallez, Chairwoman and CEO of FDJ Group,
said:
“I am pleased to announce today the proposed acquisition of
Kindred. Fully aligned with our strategy, it will give the Group a
diversified and balanced profile, based on several pillars: the
monopoly activities, mainly the lottery, on our French historical
market and, since November, in Ireland, with the acquisition of the
Irish lottery operator PLI; and online sports betting and gaming
activities open to competition in Europe. In this market, Kindred
is one of the leading operators, combining strong brands,
best-in-class technology platforms, an attractive growth profile
and a committed approach to responsible gaming. Given their
respective histories, strategic strengths and core values, FDJ and
Kindred are highly complementary, and I will be delighted to
welcome Kindred's management team and many talented individuals
into the combined Group following this transaction. The combination
will result in a stronger strategic positioning and significant
value creation for the benefit of our shareholders and broader
stakeholders.”
Nils Andén, CEO of Kindred, said:
“I’m delighted with today’s transaction announcement between FDJ
and Kindred, creating a leading European gaming operator with the
financial and strategic capabilities to further expand its global
footprint. I believe that combining with FDJ, Kindred can
accelerate the delivery of long-term strategic projects, continue
to grow in core markets, and provide a trusted source of
entertainment to customers. It will also speed up our path towards
100% locally regulated revenue. I’m excited to bring Kindred’s
extensive experience and know-how into FDJ’s organisation,
contributing to the development of a leading online gaming
business. I’m also very proud that FDJ acknowledges and values the
skilled employees and strong assets within Kindred.”
Background to and strategic rationale for the Offer
Kindred is a leading European online betting & gaming
operator, benefitting from a diversified portfolio covering all
gaming verticals and best in-class brand awareness. Across its
portfolio of iconic brands, Kindred is a trusted source of safe,
fair, and sustainable entertainment for 1.6 million active
customers. Kindred employs over 2,400 people and is listed on
Nasdaq Stockholm Large Cap.
The acquisition of Kindred fits FDJ’s ambition to i) expand
internationally as an online betting & gaming operator, and to
ii) develop its activities in the French online & betting
markets opened to competition.
The transaction will create a European gaming champion with
increased scale, technology and content capabilities and greater
diversification. The combined group will benefit from:
- Operating at higher scale in the European gaming markets – with
combined 2023 Gross Gaming Revenues of c. €8bn
- Strong positions in scaled fast-growing European markets
- Coverage of all 4 online betting & gaming verticals
- Proven technology assets and access to proprietary content
- Enhanced diversification across geographies, verticals and
channels
- The creation of a top 3 online betting & gaming player in
France on markets opened to competition, stronger challenger to
incumbents
The transaction is also consistent with best-in-class
sustainability and responsible gaming approach
- The Transaction further accelerates convergence of Kindred’s
and FDJ’s approach to locally regulated markets and sustainable
gaming
- As the offeror is not in a position to operate in locally
unregulated markets without an ongoing path to regulation, Kindred
will exit from the Norwegian market and those other non-regulated
markets with no ongoing path to regulation after completion of the
Offer
The combined group will benefit from significantly stronger
revenue and earnings growth, as well as increased operating
leverage
- Accretive impact on growth (>50 bps Gross Gaming Revenue
acceleration) and margin profile (>50 bps yearly EBITDA margin
accretion)
- Double-digit earnings per share accretion; starting from year 1
post integration
- Solid pro forma balance sheet, with reiterated target of Net
Debt / EBITDA ≤ 2.0x
- Combined group aiming at solid Investment Grade rating
profile
FDJ believes that the combination of FDJ and Kindred is highly
compelling, and would create significant value leading to enhanced
shareholder returns:
- Commitment to pay-out ratio at 75% of adjusted net income
- Double-digit accretive impact on dividend per share
- Optimized capital structure
Management and employees
FDJ values the skills and talents of Kindred’s management and
employees and intends to continue to safeguard the excellent
relationship that Kindred has with its employees. Based on FDJ’s
current operations and the current regulatory environment FDJ does
not intend to materially alter the operations of Kindred following
the implementation of the Offer, other than the exit from the
Norwegian market and those other non-regulated markets with no
ongoing path to regulation. Other than relating to such exit, there
are currently no decisions on any material changes to Kindred’s or
FDJ’s employees and management or to the existing organization and
operations, including the terms of employment and locations of the
business.
The Offer
Consideration
FDJ offers SEK 130 in cash per Kindred Share.
Should Kindred, prior to settlement of the Offer, distribute
dividends or in any other way distribute or transfer value to its
shareholders, the Offer Price will be reduced accordingly.
In order to comply with applicable U.S. federal securities laws
(including Rule 14e-1 under the U.S. Exchange Act), the Offer must
remain open for at least ten U.S. Business Days following a
decrease of the Offer Price under the adjustment described in the
preceding sentence.
The total value of the Offer is approximately SEK 27,951
million.7
No commission will be charged in connection with settlement of
the Offer.
The Offer Price represents a premium of: 8
- approximately 24.4 percent compared to the closing share price
of SEK 104.50 of Kindred’s Shares on Nasdaq Stockholm on 19 January
2024, which was the last trading day prior to the announcement of
the Offer;
- approximately 34.9 percent compared to the volume-weighted
average trading price of SEK 96.34 of Kindred’s Shares on Nasdaq
Stockholm during the last 30 trading days prior to the announcement
of the Offer;
- approximately 36.3 percent compared to the volume-weighted
average trading price of SEK 95.35 of Kindred’s Shares on Nasdaq
Stockholm during the last 90 trading days prior to the announcement
of the Offer.
FDJ’s shareholding in Kindred
Neither FDJ nor any closely related companies or closely related
parties own any Shares or other financial instruments in Kindred
that give financial exposure to Kindred Shares at the time of this
announcement, nor has FDJ acquired or agreed to acquire any Kindred
Shares or any financial instruments that give financial exposure to
Kindred Shares during the six months preceding the announcement of
the Offer.
FDJ may acquire, or enter into agreements to acquire, Shares in
Kindred (or any securities that are convertible into, exchangeable
for or exercisable for such Shares) outside the Offer, but in any
event, at a price per Share not higher than the Offer Price. Any
purchases made or agreed will be in accordance with Swedish and
Maltese law and Nasdaq Stockholm’s Takeover Rules (the “Takeover
Rules”) and will be disclosed in accordance with applicable
rules.
Recommendation from the Board of Directors of Kindred and
fairness opinion
The Board of Directors of Kindred unanimously recommends that
the shareholders of Kindred accept the Offer.9 The Board of
Directors of Kindred has obtained a fairness opinion from Jefferies
regarding the Offer stating that the Offer Price is fair from a
financial point of view to the shareholders of Kindred.
Undertakings from shareholders of Kindred
FDJ has obtained irrevocable undertakings to accept the Offer
from the Company’s shareholders, Corvex Management LP, Premier
Investissement SAS and Eminence Capital representing in total
approximately 24.2 percent of the outstanding Shares10 in Kindred,
irrespective of whether a higher competing offer is made, and to
vote11 in favor of an amendment of the articles of association in
accordance with condition (vi) of the Offer.
The irrevocable undertakings from Corvex Management LP, Premier
Investissement SAS and Eminence Capital will terminate if the Offer
is not declared unconditional before 31 December 2024, however this
date will be automatically extended up until and including 22
January 2025 if the acceptance period in the Offer is extended.
Furthermore, FDJ has obtained irrevocable undertakings to accept
the Offer from the Company’s shareholder Nordea, representing
approximately 1.5 percent of the outstanding Shares12 in Kindred,
irrespective of whether a higher competing offer is made, and to
vote in favor of an amendment of the articles of association in
accordance with condition (vi) of the Offer.
Lastly, FDJ has obtained irrevocable undertakings to accept the
Offer from the Company’s shareholder Veralda Investment,
representing approximately 2.3 percent of the outstanding Shares13
in Kindred, irrespective of whether a higher competing offer is
made, and to vote in favor of an amendment of the articles of
association in accordance with condition (vi) of the Offer. Veralda
Investment may, after the latest of (i) one month from the date of
announcement of the Offer and (ii) a general meeting in Kindred
resolving to amend the articles of association in accordance with
condition (vi) of the Offer, sell 50% of its Shares, for a price
not higher than the Offer Price. Furthermore, Veralda Investment
may sell all of its Shares, for a price not higher than the Offer
Price, after three months from the date of the announcement of the
Offer. If Veralda Investment wants to sell its Shares, it has
undertaken to first offer FDJ the possibility to buy the Shares at
a price not higher than the Offer Price. Veralda Investment has
undertaken to tender any Shares held at the last day of the
acceptance period in the Offer.
Accordingly, irrevocable undertakings to accept the Offer from
shareholders representing in total approximately 27.914 percent of
the outstanding Shares15 in Kindred have been obtained.
Conditions for completion of the Offer
The completion of the Offer is conditional upon:
- the Offer being accepted to such an extent that FDJ becomes the
owner of Shares in Kindred representing more than 90 percent of the
total number of Shares in Kindred (on a fully diluted
basis)16;
- the receipt of all regulatory, governmental or similar
clearances, approvals and decisions that are necessary for the
Offer and the acquisition of Kindred in each case on terms which,
in FDJ’s opinion, are acceptable;
- no circumstances having occurred which have a material adverse
effect or could reasonably be expected to have a material adverse
effect on Kindred’s financial position, prospects or operations,
including Kindred’s licenses and permits, revenues, results,
liquidity, solidity, equity or assets;
- neither the Offer nor the acquisition of Kindred being rendered
wholly or partially impossible or significantly impeded as a result
of legislation or other regulation, any decision of a court or
public authority, or any similar circumstance;
- Kindred not taking any action that is likely to prevent or
frustrate the Offer or impair the prerequisites for making or
completing the Offer;
- Kindred’s articles of association having been amended to allow
for an owner of shares, representing not less than 90 percent of
the outstanding capital of Kindred carrying voting rights, to
require all the other shareholders of Kindred to transfer all of
their shares in Kindred to the owner; and the terms and conditions
for the SDRs having been amended in a way which allows FDJ, having
become the owner of not less than 90 percent of the total number of
outstanding SDRs in Kindred, to require all other holders of SDRs
to transfer all of their SDRs in Kindred to FDJ for the same price
as in the Offer;
- no information made public by Kindred or disclosed by Kindred
to FDJ being materially inaccurate, incomplete or misleading, and
Kindred having made public all information which should have been
made public by Kindred; and
- no other party announcing an offer to acquire shares or SDRs in
Kindred on terms more favourable to the shareholders of Kindred
than the Offer.
FDJ reserves the right to withdraw the Offer in the event that
it becomes clear that any of the above conditions is not satisfied
or cannot be satisfied. However, with regard to conditions
(ii)–(viii) above, the Offer may only be withdrawn where the
non-satisfaction of such condition is of material importance to
FDJ’s acquisition of Kindred or if otherwise approved by the
Swedish Securities Council.
FDJ reserves the right to waive, in whole or in part, one or
more of the conditions above, including, with respect to condition
(i) above, to complete the Offer at a lower level of
acceptance.
In order to comply with applicable U.S. federal securities laws
(including Rule 14e-1 under the U.S. Exchange Act), the Offer may
need to be extended following a material change or waiver of
condition, including the acceptance threshold in condition (i)
above.
Information regarding FDJ
FDJ is France’s national lottery and leading betting &
gaming operator, the #2 lottery in Europe and #4 worldwide. FDJ
offers responsible gaming to the general public in the form of
lottery games (draw games and instant-win games), sports betting
and poker, available from physical outlets and online. FDJ’s
performance is driven by an extensive portfolio of iconic brands,
France’s leading local sales network, a growing market and
recurring investments. The group is aiming at enhancing the appeal
of its range of games and services open to competition across all
distribution channels while offering a responsible customer
experience.
In recent years FDJ has developed a strategy focused on organic
and external growth, and announced or closed several acquisitions
in 2022 and 2023. This strategy was reaffirmed in FDJ’s November
2022 investor day where FDJ flagged its ambition to become a truly
international player. FDJ is trading on the Euronext Paris market
since 21 November 2019. As of 31 December 2022, its share ownership
structure is as follows: the French State (20 percent), War
veterans’ associations (15 percent), Employee Share investment
funds (4 percent), Predica (5 percent) and other holdings of less
than 5 percent, including French and international institutional
investors and private individual shareholders. As of February 2023,
the group has nearly 400,000 individual shareholders.
For more information, please visit www.groupefdj.com.
Financing of the Offer
The consideration payable in respect of the Offer is financed in
full by a combination of cash resources of FDJ and financing
provided by BNP Paribas and Société Générale pursuant to a facility
agreement, on terms which are customary for the financing of public
offers on the Swedish market.
The above-mentioned financing will provide FDJ with sufficient
cash resources to satisfy in full the consideration payable in
respect of the Offer and, accordingly, completion of the Offer is
not subject to any financing condition.
Rights under Kindred’s incentive programs
The Offer does not include any rights granted by Kindred to its
employees under Kindred’s incentive programs. FDJ intends to
procure reasonable treatment for participants in such programs.
Due diligence in connection with the Offer
FDJ has, in connection with the preparations of the Offer,
conducted a due diligence review of Kindred and has, in connection
with the due diligence review, received preliminary financial
information regarding Kindred’s fourth quarter 2023. This
information will be disclosed by Kindred in a separate press
release today. With the exception of such preliminary financial
information regarding Kindred’s fourth quarter 2023, Kindred has
confirmed that FDJ has not been provided with any inside
information regarding Kindred in connection with the due diligence
review.
Approvals from authorities
The completion of the Offer is conditional upon, inter alia, the
receipt of all regulatory, governmental or similar clearances,
approvals and decisions that are necessary for the Offer and the
acquisition of Kindred in each case on terms which, in FDJ’s
opinion, are acceptable. Such clearances, approvals and decisions
are expected to have been received by the end of the acceptance
period for the Offer.
According to FDJ’s assessment, the Offer will require customary
regulatory approvals, including, inter alia, merger control
approvals in France and Poland. FDJ has initiated the work on
filings relevant for the Offer. FDJ expects relevant clearances to
be obtained prior to the end of the acceptance period.
Statement from the Swedish Securities Council
The Swedish Securities Council has in its ruling AMN 2024:05
granted an exemption from Rule II.7 of the Takeover Rules and
allowed FDJ to set the initial acceptance period in the Offer to up
to 39 weeks.
AMN 2024:05 will be available in its entirety, in Swedish, on
the Swedish Securities Council’s website
(www.aktiemarknadsnamnden.se).
Preliminary timetable
Publication of the offer document
19 February 2024
Acceptance period
20 February 2024 – 19 November 2024
Commencement of settlement
28 November 2024
As set out above, the completion of the Offer is conditional
upon, inter alia, the receipt of all regulatory, governmental or
similar clearances, approvals and decisions that are necessary for
the Offer and the acquisition of Kindred. Such clearances,
approvals and decisions are expected to have been received by the
end of the acceptance period for the Offer. If all relevant
clearances, approvals and decisions are received in such time that
the acceptance period can be closed before 19 November 2024, FDJ
may announce an earlier end date of the acceptance period, provided
that such announcement can be made not less than two weeks prior to
the new date of expiry of the acceptance period.
FDJ further reserves the right to extend the acceptance period
for the Offer, one or several times, as well as to postpone the
time for settlement.
Compulsory redemption proceedings and delisting
If FDJ, whether in connection with the Offer or otherwise,
acquires shares representing not less than 90 percent of the
outstanding capital of Kindred carrying voting rights, FDJ intends
to initiate an acquisition of the remaining shares in accordance
with Kindred’s amended articles of association and the amended
terms and conditions for the SDRs. In connection therewith, FDJ
intends to promote a delisting of Kindred’s SDRs from Nasdaq
Stockholm.
Governing law and disputes
The Offer and the agreements entered into between FDJ and
Kindred’s shareholders in relation to the Offer, shall be governed
by and be interpreted in accordance with Swedish law. Disputes
concerning, or arising in connection with the Offer, shall be
settled exclusively by Swedish courts, with the Stockholm District
Court as first instance.
The Takeover Rules and the Swedish Securities Council’s rulings
and statements on the interpretation and application of the
Takeover Rules are applicable to the Offer. FDJ has undertaken to
Nasdaq Stockholm to comply with the Takeover Rules and to submit to
any sanctions that can be imposed on FDJ by Nasdaq Stockholm in the
event of a breach of the Takeover Rules.
Advisors
FDJ has retained Goldman Sachs Bank Europe SE, Succursale de
Paris, and Valens Partners SAS as financial advisors and
Freshfields Bruckhaus Deringer LLP, Advokatfirman Vinge KB and
Mayer Brown Selas as legal advisors in connection with the
Offer.
La Française des Jeux SA
The Board of Directors
Information about the Offer
Information about the Offer is made available at:
https://www.groupefdj.com/en/fdj-launches-a-tender-offer-for-kindred-to-create-a-european-gaming-champion/
The information was submitted for publication on 22 January
2024, 07.00 a.m. CET.
Important information
This press release has been published in Swedish and English.
In the event of any discrepancy in content between the two language
versions, the Swedish version shall prevail.
This announcement is not an offer, whether directly or
indirectly, in Australia, Hong Kong, Japan, New Zealand or South
Africa or in any other jurisdictions where such offer pursuant to
legislation and regulations in such relevant jurisdictions would be
prohibited by applicable law (the “Restricted
Jurisdictions”).
The release, publication or distribution of this press
release in or into jurisdictions other than Sweden may be
restricted by law and therefore any persons who are subject to the
laws of any jurisdiction other than Sweden should inform themselves
about, and observe any applicable requirements. In particular, the
ability of persons who are not resident in Sweden to accept the
Offer may be affected by the laws of the relevant jurisdictions in
which they are located. Any failure to comply with the applicable
restrictions may constitute a violation of the securities laws of
any such jurisdiction. To the fullest extent permitted by
applicable law, the companies and persons involved in the Offer
disclaim any responsibility or liability for the violation of such
restrictions by any person.
This announcement has been prepared for the purpose of
complying with Swedish law, the Takeover Rules and the Swedish
Securities Council’s rulings regarding interpretation and
application of the Takeover Rules and the information disclosed may
not be the same as that which would have been disclosed if this
press release had been prepared in accordance with the laws of
jurisdictions other than Sweden.
Unless otherwise determined by FDJ or required by Swedish
law, the Takeover Rules and the Swedish Securities Council’s
rulings regarding interpretation and application of the Takeover
Rules, and permitted by applicable law and regulation, the Offer
will not be made available, directly or indirectly, in, into or
from a Restricted Jurisdiction or any other jurisdiction where to
do so would violate the laws in that jurisdiction and no person may
accept the Offer by any use, means or instrumentality (including,
but not limited to, facsimile, e-mail or other electronic
transmission, telex or telephone) of interstate or foreign commerce
of, or of any facility of a national, state or other securities
exchange of any Restricted Jurisdiction or any other jurisdiction
where to do so would constitute a violation of the laws of that
jurisdiction and the Offer may not be capable of acceptance by any
such use, means, instrumentality or facilities. Accordingly, copies
of this press release and any formal documentation relating to the
Offer are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in or into or
from any Restricted Jurisdiction or any other jurisdiction where to
do so would constitute a violation of the laws of that jurisdiction
and persons receiving such documents (including custodians,
nominees and trustees) must not mail or otherwise forward,
distribute or send them in or into or from any Restricted
Jurisdiction or any other jurisdiction where to do so would
constitute a violation of the laws of that jurisdiction.
The availability of the Offer to shareholders of Kindred who
are not resident in and citizens of Sweden may be affected by the
laws of the relevant jurisdictions in which they are located or of
which they are citizens. Persons who are not resident in or
citizens of Sweden should inform themselves of, and observe, any
applicable legal or regulatory requirements of their
jurisdictions.
The Offer, the information and documents contained in this
press release are not being made and have not been approved by an
authorized person for the purposes of section 21 of the UK
Financial Services and Markets Act 2000 (the “FSMA”). Accordingly,
the information and documents contained in this press release are
not being distributed to, and must not be passed on to, the general
public in the United Kingdom, unless an exemption applies. 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 percent 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 their underlying
assumptions, statements regarding plans, objectives, intentions and
expectations with respect to future financial results, events,
operations, services, product development and potential and other
effects 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”,
“estimates”, “plans”, “will be” 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. Actual results and developments may differ
materially from those expressed in, or implied or projected by
these forward-looking statements due to many factors, many of which
are outside the control of FDJ. Forward-looking statements appear
in a number of places throughout this announcement and the
information incorporated by reference into this announcement and
may include statements regarding the intentions, beliefs or current
expectations of FDJ or Kindred concerning, amongst other things:
(i) future capital expenditures, expenses, revenues, earnings,
synergies, economic performance, indebtedness, financial condition,
dividend policy, losses and future prospects; (ii) business and
management strategies, the expansion and growth of FDJ’s or
Kindred’s business operations and potential synergies resulting
from the Offer; and (iii) the effects of government regulation and
industry changes on the business of FDJ or Kindred. Any
forward-looking statements made herein speak only as of the date on
which they are announced. Except as required by the Takeover Rules
or applicable law or regulations, FDJ expressly disclaims any
obligation or undertaking to publicly announce updates or revisions
to any forward-looking statements contained in this announcement to
reflect any change in expectations with regard thereto or any
change in events, conditions or circumstances on which any such
statement is based. The reader should, however, consult any
additional disclosures that FDJ or Kindred have made or may
make.
Important notice to shareholders in the United States of
America
This offer announcement has not been submitted to or reviewed
by the SEC or any U.S. state securities commission and neither the
SEC nor any such U.S. state securities commission has approved or
disapproved or determined whether this offer announcement is
truthful or complete. Any representation to the contrary is a
criminal offence in the U.S.
The Offer is being made for the Shares in the Company, whose
SDRs are listed on Nasdaq Stockholm, and is subject to the Takeover
Rules, the Swedish Securities Council’s (Sw. Aktiemarknadsnämnden)
rulings and statements on the interpretation and application of the
Takeover Rules applicable to the Offer and the Swedish Takeover Act
(Sw. lag (2006:451) om offentliga uppk�pserbjudanden på
aktiemarknaden) and Swedish disclosure and procedural requirements,
which are different from those of the U.S. It is important for U.S.
Shareholders to be aware that this offer announcement is subject to
disclosure and takeover laws and regulations in Sweden that are
different from those in the U.S. In addition, U.S. Shareholders
should be aware that this offer announcement has been prepared in
accordance with Swedish format and style, which differs from the
U.S. format and style. In particular the financial information of
the Company included or incorporated by reference herein has been
prepared in accordance with generally accepted accounting
principles in Sweden and International Financial Reporting
Standards, as applicable, and thus may not be comparable to
financial information of U.S. companies whose financial statements
are prepared in accordance with generally accepted accounting
principles in the United States. The Offer is being made in the
U.S. in reliance on, and in compliance with, Section 14(e) of, and
Regulation 14E under, the U.S. Exchange Act and the “Tier II”
exemption provided by Rule 14d-1(d) under the U.S. Exchange Act and
otherwise in accordance with the requirements of Swedish law.
Accordingly, the Offer is subject to disclosure and other
procedural requirements, including with respect to withdrawal
rights, settlement procedures and timing of payments that are
different from those applicable under U.S. domestic tender offer
procedures and laws. U.S. Shareholders are urged to read this offer
announcement, which is available via
https://www.groupefdj.com/en/fdj-launches-a-tender-offer-for-kindred-to-create-a-european-gaming-champion/.
U.S. Shareholders may also call the following number: +33 (0)1 41
04 19 74 or email invest@lfdj.com to request a copy of the offer
document.
To the extent permissible under applicable Swedish and U.S.
securities laws, rules and regulations and pursuant to exemptive
relief granted by the SEC from Rule 14e-5 under the U.S. Exchange
Act, the offeror and its subsidiaries and affiliates or their
respective nominees or brokers (acting as agents for the offeror)
may from time to time after the date of this offer announcement,
and other than pursuant to the Offer, directly or indirectly,
purchase or arrange to purchase Shares or any securities that are
convertible into, exchangeable for or exercisable for Shares from
Shareholders who are willing to sell their Shares outside the
Offer, including purchases in the open market at prevailing prices
or in private transactions at negotiated prices. Any such purchases
will be made outside the U.S. and will be made in accordance with
applicable law, including that they will not be made at prices
higher than the Offer Price or on terms more favourable than those
offered pursuant to the Offer unless the Offer Price is increased
accordingly. Any information about such purchases or arrangements
to purchase will be publicly disclosed in the U.S. at the website
https://www.groupefdj.com/en/fdj-launches-a-tender-offer-for-kindred-to-create-a-european-gaming-champion/
to the extent that such information is made public in accordance
with the applicable laws and regulations of Sweden. In addition,
the financial advisors to the Company and, to the extent
permissible under applicable Sweden and U.S. securities laws, rules
and regulations and pursuant to exemptive relief granted by the SEC
from Rule 14e-5 under the U.S. Exchange Act, the financial advisors
to the FDJ may also engage in ordinary course trading activities in
securities of the Company, which may include purchases or
arrangements to purchase such securities.
It may be difficult for U.S. Shareholders to enforce their
rights and any claim arising out of U.S. securities laws, since the
offeror and the Company are located in a non-U.S. jurisdiction, and
some or all of their officers and directors may be residents of a
non-U.S. jurisdiction. U.S. Shareholders may not be able to sue a
non-U.S. company or its officers or directors in a U.S. or nonU.S.
court for violations of U.S. securities laws. Further, it may be
difficult to compel a nonU.S. company and its affiliates to subject
themselves to a U.S. court’s judgment. The receipt of cash pursuant
to the Offer by a U.S. Shareholder may be a taxable transaction for
U.S. federal income tax purposes and under applicable U.S. state
and local laws, as well as foreign and other tax laws. Each U.S.
Shareholder of Shares is urged to consult his or her independent
professional advisor immediately regarding the U.S. tax
consequences of an acceptance of the Offer. Neither the SEC nor any
securities commission of any State of the U.S. has (a) approved or
disapproved of the Offer; (b) passed upon the merits or fairness of
the Offer; or (c) passed upon the adequacy or accuracy of the
disclosure in this offer announcement. Any representation to the
contrary is a criminal offence in the U.S.
Goldman Sachs Bank Europe SE, Succursale de Paris (“Goldman
Sachs”), which is authorised and regulated by the European Central
Bank and the Federal Financial Supervisory Authority (Die
Bundesanstalt für Finanzdienstleistungsaufsicht) and Deutsche
Bundesbank in Germany, and Valens Partners SAS (“Valens Partners”)
are acting exclusively for FDJ and no-one else in connection with
the matters referred to in this offer announcement and will not be
responsible to anyone other than FDJ for providing the protections
afforded to clients of Goldman Sachs and Valens Partners or for
providing advice in connection with the matters referred to in this
offer announcement.
1 The board members James Gemmel and Cédric Boireau,
representing shareholders on Kindred’s Board of Directors who have
provided an undertaking to accept the Offer (i.e. Corvex Management
LLP and Premier Investissement SAS), have not participated in the
Kindred Board of Directors’ handling of or decisions concerning
matters relating to the Offer due to a conflict of interest.
2 Based on 215,008,190 outstanding Shares in Kindred, which
excludes 15,117,946 treasury Shares held by Kindred.
3 Source for Kindred’s share prices: Bloomberg.
4 Excluding 15,117,946 SDRs held in treasury by Kindred. Each
SDR represents a share in Kindred which entitles the holder to one
vote at general meetings.
5 Due to its holding structure, Premier Investissement SAS’
undertaking to vote in favor of an amendment of the articles of
association in accordance with condition (vi) of the Offer
includes: (i) procuring the exercise of voting rights attaching to
4,602,928 of its Shares, and (ii) to use its best endeavours to
procure the exercise of voting rights attaching to the remaining
4,081,172 of its Shares, in favor of an amendment of the articles
of association in accordance with condition (vi) of the Offer.
6 Excluding 15,117,946 SDRs held in treasury by Kindred. Each
SDR represents a share in Kindred which entitles the holder to one
vote at general meetings.
7 Based on 215,008,190 outstanding Shares in Kindred, which
excludes 15,117,946 treasury Shares held by Kindred.
8 Source for Kindred’s share prices: Bloomberg.
9 The board members James Gemmel and Cédric Boireau,
representing shareholders on Kindred’s Board of Directors who have
provided an undertaking to accept the Offer (i.e. Corvex Management
LLP and Premier Investissement SAS), have not participated in the
Kindred Board of Directors’ handling of or decisions concerning
matters relating to the Offer due to a conflict of interest.
10 Excluding 15,117,946 SDRs held in treasury by Kindred. Each
SDR represents a share in Kindred which entitles the holder to one
vote at general meetings.
11 Due to its holding structure, Premier Investissement SAS’
undertaking to vote in favor of an amendment of the articles of
association in accordance with condition (vi) of the Offer
includes: (i) procuring the exercise of voting rights attaching to
4,602,928 of its Shares, and (ii) to use its best endeavours to
procure the exercise of voting rights attaching to the remaining
4,081,172 of its Shares, in favor of an amendment of the articles
of association in accordance with condition (vi) of the Offer.
12 Excluding 15,117,946 SDRs held in treasury by Kindred. Each
SDR represents a share in Kindred which entitles the holder to one
vote at general meetings.
13 Excluding 15,117,946 SDRs held in treasury by Kindred. Each
SDR represents a share in Kindred which entitles the holder to one
vote at general meetings.
14 Corvex Management LP, 16.6%. Premier Investissement SAS,
4.0%. Eminence Capital, 3.5%. Veralda Investment, 2.3%. Nordea,
1.5%.
15 Excluding 15,117,946 SDRs held in treasury by Kindred. Each
SDR represents a share in Kindred which entitles the holder to one
vote at general meetings.
16 Excluding any treasury Shares held by Kindred (currently
15,117,946).
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240121731624/en/
For enquiries:
Investor Relations Marc Willaume Telephone: +33
(0)1 41 04 19 74 Email: invest@lfdj.com
Media Relations Sabine Wacquez Telephone: +33 (0)1 41 10
33 82 Email: servicedepresse@lfdj.com
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