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.

Lottery giant Allwyn Entertainment, formerly known as SAZKA Entertainment, plans to list on the New York Stock Exchange this year in partnership with blank cheque company Cohn Robbins Holdings Corp (CRHC).

A transaction between Allwyn and the special purpose acquisition company (SPAC) has been unanimously approved by the board of directors of both businesses, and is expected to close in Q2 2022 subject to further approvals and customary closing conditions.

The listing is expected to give Allwyn a total enterprise value of around $9.3bn, but will allow CRHC shareholders to establish ownership stakes at a maximum enterprise value of around $8.7bn.

Under the details of the transaction, current Allwyn equity holders are expected to retain around 83% ownership in the company. In addition, no new shareholder will own a stake of more than 5% following the listing.

The expected total enterprise value of approximately $9.3bn represents around 11.5x Allwyn’s estimated adjusted EBITDA for the full year 2022.

However, due to a bonus pool of up to 6.6m CRHC shares to be made available exclusively to non-redeeming CRHC shareholders, such investors will have the opportunity to establish ownership stakes in Allwyn at a maximum expected valuation of 10.8x that figure, at around $8.7bn.

Allwyn said it expects 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 and Cohn will serve as a special adviser to Allwyn’s board chairman.

“We have worked with hundreds of management teams and invested in hundreds of companies in our careers, but we founded Cohn Robbins to seek out just one,” said Cohn and Robbins in a joint statement.

“We believe that Allwyn is the right company, in the right industry, at the right time and with the right leadership team. We are excited by the growth opportunities the company has ahead of it and we look forward to providing our support. We also are very pleased to be bringing this transaction to Cohn Robbins shareholders in an innovative way and at an attractive valuation.”

Karel Komárek, chairman of the board of Allwyn and founder of Allwyn majority owner KKCG Investment Group, added: “Listing on the NYSE is the next chapter in Allwyn’s history and track record of shared success benefitting players, communities, governments and investors. 

“We forecast the business delivering attractive revenue, profit and cash flow growth, creating attractive long-term value for investors. Going public positions Allwyn to expand its shared success to more markets, while enhancing capital access to fund opportunities for accelerated growth.”

Allwyn collected approximately €16bn in wagers over the 12-month period ended 30 June, 2021. The business operates lotteries in Austria, the Czech Republic, Greece, Cyprus and Italy, and forecasts approximately $810 million in Adjusted EBITDA from approximately $1.7 billion in net gaming revenue in 2022. 

It is also a contender to operate the next UK National Lottery licence.