Cohn Robbins Holdings Corp (CRHC), the SPAC intended to take European lottery giant Allwyn public on the New York Stock Exchange, has urged its shareholders to vote for a merger between the businesses at an extraordinary general meeting scheduled for 7 September.
The recommendation follows an announcement that Allwyn’s registration statement for the merger, filed with the SEC, has been declared effective by the Commission.
The closing of the business combination is subject to approval by CRHC’s shareholders on 7 September, in addition to the satisfaction or waiver of other customary closing conditions. Following shareholder approval, the deal is expected to close shortly thereafter.Upon closing, the combined entity will be listed on the NYSE with its class B ordinary shares and warrants under the new ticker symbols “ALWN” and “ALWN.WS”, respectively.
CRHC commented that it believes the global lottery industry holds attractive characteristics including high consumer participation, resilience through market cycles and upside potential as a result of growing online penetration.
Further, it said, it believes Allwyn is “well-positioned to grow through both organic and inorganic growth opportunities.”
Allwyn’s selection as the holder of the fourth UK National Lottery licence earlier this year “will further expand Allwyn’s footprint as one of Europe’s largest and fastest growing lottery companies,” it added.The plan to list Allwyn on the NYSE was first revealed in January this year, and would give the business a total enterprise value of around $9.3bn, or 11.5x its estimated adjusted EBITDA for the full year 2022.
Under the details of the transaction, current Allwyn equity holders are expected to retain around 83% ownership in the company. No new shareholder will own a stake of more than 5% following the listing.Following the original announcement, Allwyn said it expected the listing to support its global growth strategy by providing it with greater access to capital markets, enhancing and expanding its global brand including in the US, increasing online penetration in markets where it already operates, and allowing the business to enter new jurisdictions.
CRHC is co-chaired by its two co-founders: business leader Gary Cohn, current vice chairman of IBM who was formerly both COO of Goldman Sachs and director of the National Economic Council, and Clifton Robbins, founder and CEO of investment management firm Blue Harbor Group.
Upon completion of the transaction, Robbins will join Allwyn’s board of directors while Cohn will serve as a special adviser to Allwyn’s board chairman.