PPF Group, which currently owns approximately four million shares of Cohn Robbins Holdings (CRHC), has agreed to purchase an additional 26 million Allwyn shares.
This follows news earlier this month that the proposed merger between Cohn Robbins Holdings and Allwyn was progressing well, after the latter’s registration statement was declared effective by the US Securities and Exchange Commission (SEC).
PPF Group has now moved to acquire Allwyn shares at $10 per share, ensuring a total transaction of $260m, and the investment firm will also receive up to an additional four million class B shares in Allwyn.
Furthermore, if PPF Group purchases the maximum number of shares, it will become a 4.9% shareholder in the combined entity.
Karel Komárek, Chairman of the Board of Directors of Allwyn and Founder of its majority shareholder, KKCG Investment Group, commented: “We have always grown Allwyn through carefully chosen partnerships, and I am very pleased that Allwyn will again have the support of PPF Group as we pursue the growth opportunities that I believe an NYSE listing will help to accelerate.”
Following the share purchases, certain terms of the Business Combination Agreement have been amended, including the lowering of the maximum Class B Exchange ratio from 1.40 to 1.13.
“We are pleased to enter into this partnership with Allwyn,” said Didier Stoessel, PPF Group’s Chief Investment Officer.
“We strongly believe in the growth potential of this multinational entertainment-led business, which at the same time provides stability in the current uncertain macroeconomic environment.
“Through the financing commitment PPF Group has an opportunity to be part of Allwyn’s current expansion plans in the US and globally with the support of excellent partners in Cohn Robbins.”
Cohn Robbins Holdings also entered into an Amendment to the Sponsor Agreement on Monday, August 29.
The Sponsor Agreement Amendment increases the forfeiture of the sponsor’s shares from 3,286,400 up to a maximum of 7,200,000, and increases the number of the sponsor’s shares subject to the earnout provisions of the Sponsor Agreement from 5,443,100 to 7,500,000.
Gary D. Cohn and Clifton S. Robbins, Co-Founders and Co-Chairmen of Cohn Robbins, added: “We believe PPF Group’s Backstop commitment is another resounding vote of confidence in Allwyn’s opportunity to grow organically and inorganically in the attractive $300bn global lottery industry from an investor which knows the business very well.
“We are proud to bring CRHC shareholders the ability to become owners of such a strong business as Allwyn.”
Following the merger, Cohn will also serve on the Board of Directors of Allwyn.
