Filed by Cohn Robbins Holdings Corp.
Pursuant to Rule 425 under the Securities Act
of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: SAZKA Entertainment AG
Commission File No. 001-39454
January 21, 2022
To Employees of KKCG Investment Group and Allwyn
Entertainment:
Dear Colleagues,
Today, Allwyn Entertainment AG (“Allwyn”)
issued a press release announcing its intention to become a publicly-listed company on the New York Stock Exchange (+NYSE).
The decision to list Allwyn on the NYSE, the world’s
premier stock market, is consistent with the recent re-branding of SAZKA Entertainment to Allwyn Entertainment, which in turn reflects
our ongoing evolution into a global lottery-led entertainment platform.
The NYSE provides an outstanding platform to showcase
Allwyn’s brand and enhance its capital access. We expect both of these benefits to support Allwyn’s strategy for growth through
digitization, acquisitions, and new license tenders. This process could be finalized thanks to your hard work, dedication, and professionalism.
I would like to thank every single company in the Allwyn group – SAZKA a.s., OPAP, Casinos Austria, Austrian Lotteries, and LottoItalia
– for the incredible work they have done this past year. Your outstanding efforts are reflected in our most recent Q3 results, representing
the highest gross gaming revenue in Allwyn’s history.
The NYSE listing is planned in partnership with
Cohn Robbins Holdings Corp. (“CRHC”), a company that already trades on the NYSE. Gary Cohn and Cliff Robbins, CRHC’s
highly experienced and widely respected co-founders, will become advisors to Allwyn’s leadership. Upon closing of the transaction,
Mr. Robbins will join the Board, Mr. Cohn will serve as a Special Advisor to Allwyn’s Board Chairman, and CRHC will have a small
shareholding in Allwyn. CRHC has selected Allwyn as the company in which it plans to invest up to $828 million of cash that it holds in
trust. CRHC has also raised more than $350 million in additional capital from investors, including a commitment of $50 million from CRHC’s
Sponsor (which is controlled by Mr. Cohn and Mr. Robbins), to invest in Allwyn through what is known as a PIPE investment.
Following the NYSE listing, KKCG Investment Group
is expected to retain approximately 83% ownership in Allwyn, and no new shareholder will own more than 5% of Allwyn. KKCG Founder Karel
Komárek will remain Allwyn’s Executive Chairman, and I will continue to lead Allwyn as Chief Executive Officer. In short,
we expect it to be business as usual for our companies and our teams.
As a NYSE-listed company, Allwyn plans to pursue
its growth strategy with greater access to the capital markets to complement its strong balance sheet and cash flow generation, as well
as its ability to fund good causes. The listing is expected to enhance and expand Allwyn’s brand recognition, including in the attractive
U.S. market.
The proposed transaction, which has been approved
by the Boards of Directors of Allwyn and CRHC, will be submitted for approvals to gaming regulators in certain markets where Allwyn companies
operate and to CRHC stockholders. It is expected to close in the second quarter of 2022. Promptly after the proposed transaction closes,
Allwyn’s shares are expected to begin trading on the NYSE under a ticker symbol that will be determined and announced prior to
the closing of the transaction.
By way of additional background on CRHC, Mr. Cohn
is Vice-Chairman of IBM and has over 30 years of financial services experience spanning the private and public sectors. He 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. Mr. Robbins has over 35 years of investment management experience. He was the Founder and Chief Executive Officer of Blue Harbour
Group from 2004-2020, and a General Partner of Kohlberg Kravis Roberts & Co. (KKR), where he worked from 1987-2000.
KKCG’s and Allwyn’s executive management
teams are excited about what the future holds for Allwyn, its employees, its partners, and all the stakeholders it serves. We promise
to keep you apprised of future developments and approvals in the transaction timeline as we move forward.
Best regards
Robert Chvatal
+The NYSE is the largest stock market globally,
where an average of 2.4 billion shares are traded each day. In 2021, the NYSE grew to more than 2,400 companies. The NYSE completed its
second-consecutive year of record new listings in 2021, including four of the five largest IPOs and seven of the 10 largest international
listings.
* * *
Cautionary Statement Regarding Forward-Looking
Statements
This document 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 transaction between, among other parties, Cohn Robbins and SAZKA Entertainment AG (“Sazka”). 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
document. 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, Sazka’s and Cohn Robbins’ expectations with respect to anticipated financial impacts of the proposed
business combination entered into between them (the “Transaction”), the satisfaction of closing conditions to the Transaction,
and the timing of the completion of the Transaction. You should carefully consider the risks and uncertainties described in the “Risk
Factors” section of Cohn Robbins’ 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, 2020 and 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 and Cohn Robbins 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 Sazka’s and Cohn
Robbins’ 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
Cohn Robbins or Sazka following the announcement of the Transaction; (2) the inability to complete the Transaction, including due
to the inability to concurrently close the Transaction and the private placement of common stock or due to failure to obtain approval
of Cohn Robbins’ shareholders; (3) the risk that the Transaction may not be completed by Cohn Robbins’ business combination
deadline and the potential failure to obtain an extension of such deadline if sought by Cohn Robbins; (4) the failure to satisfy
the conditions to the consummation of the Transaction, including the approval by Cohn Robbins’ shareholders, the satisfaction of
the minimum trust account amount following any redemptions by Cohn Robbins’ public shareholders 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 Transaction; (6) the occurrence of any event, change or other
circumstance that could give rise to the termination of the business combination agreement; (7) volatility in the price of Cohn
Robbins’ securities; (8) the risk that the Transaction disrupts current plans and operations as a result of the announcement
and consummation of the Transaction; (9) the inability to recognize the anticipated benefits of the Transaction, 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 Transaction; (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 Sazka operates; (14) the
impact of the global COVID-19 pandemic; (15) Sazka’s ability to obtain or maintain rights or licenses to operate in any market
in which Sazka operates; (16) the potential inability of Sazka to raise additional capital needed to pursue its business objectives
or to achieve efficiencies regarding other costs; (17) the enforceability of Sazka’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 Cohn Robbins’ 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.
Sazka and Cohn Robbins 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 Sazka or Cohn Robbins gives any
assurance that Sazka or Cohn Robbins will achieve its expectations. None of Sazka or Cohn Robbins 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.
No Offer or Solicitation
This document 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 between
Cohn Robbins and Sazka. This document shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.
Additional Information and Where to Find It
In connection with the Transaction,
Allwyn intends to file a registration statement on Form F-4 (the “Form F-4”) with the SEC, which will include
a preliminary prospectus of Allwyn and proxy statement of Cohn Robbins, referred to as a proxy statement/prospectus. A final proxy statement/prospectus
will be sent to all Cohn Robbins shareholders. Additionally, Cohn Robbins and Allwyn will file other documents regarding the Transaction
with the SEC. Copies of the Form F-4, the proxy statement/prospectus and all other relevant materials filed or that will be filed with
the SEC by Cohn Robbins or Allwyn may be obtained free of charge at the SEC’s website at www.sex.gov. Before making any voting
or investment decision, investors and security holders of Cohn Robbins are urged to read the Form F-4, the proxy statement/prospectus
and all other relevant documents filed or that will be filed with the SEC in connection with the Transaction because they will contain
important information about the Transaction.
Participants in Solicitation
Cohn Robbins, Sazka and
Allwyn and their respective directors and executive officers, under SEC rules, may be deemed to be participants in the solicitation of
proxies of Cohn Robbins’ shareholders in connection with the Transaction. Investors and security holders may obtain more detailed
information regarding the names and interests in the Transaction of Cohn Robbins’ directors and officers in Cohn Robbins’
filings with the SEC, including Cohn Robbins’ registration statement on Form S-1, which was originally filed with the
SEC on July 31, 2020. To the extent that holdings of Cohn Robbins securities have changed from the amounts reported in Cohn Robbins’
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 Cohn Robbins’ shareholders in connection with the Transaction will be included in the Form F-4 when available. You may obtain
free copies of these documents as described in the preceding paragraph.
Cohn Robbins (NYSE:CRHC)
Graphique Historique de l'Action
De Jan 2025 à Fév 2025
Cohn Robbins (NYSE:CRHC)
Graphique Historique de l'Action
De Fév 2024 à Fév 2025
