Codere Online Luxembourg, S.A. announced that, on October 27, the
U.S. Securities and Exchange Commission ("SEC") declared effective
the registration statement on Form F-4 which had previously been
filed on August 13, 2021 and October 8, 2021, in connection with
the previously announced proposed business combination of Codere
Online, a leading online gaming and sports betting operator in
Latin America, with DD3 Acquisition Corp. II (NASDAQ:DDMX) ("DD3"),
a publicly traded special purpose acquisition company.
Consequently, DD3 has convened a special meeting
of its stockholders to be held on November 18, 2021, at 11:00 a.m.,
Eastern time, at the offices of Greenberg Traurig, LLP, located at
One Vanderbilt Avenue, New York, NY 10017, where the proposed
business combination is expected to be voted upon. Once approved by
DD3’s stockholders and subject to other customary closing
conditions, it is currently expected that the business combination
will be completed during the week following the special
meeting.
About Codere Online Codere
Online launched in 2014 as part of the renowned casino operator
Codere Group. Codere Online offers online sports betting and online
casino through its state-of-the art website and mobile application.
Codere currently operates in its core markets of Spain, Italy,
Mexico, Colombia and Panama and expects to start operating in the
City of Buenos Aires (Argentina) in late 2021. Codere Online’s
online business is complemented by Codere Group’s physical presence
throughout Latin America, forming the foundation of the leading
omnichannel gaming and casino presence in the region.
About Codere GroupCodere Group
is a multinational group devoted to entertainment and leisure. It
is a leading player in the private gaming industry, with four
decades of experience and with presence in seven countries in
Europe (Spain and Italy) and Latin America (Argentina, Colombia,
Mexico, Panama, and Uruguay).
About DD3 Acquisition Corp.
IIDD3 was formed for the purpose of entering into a
merger, capital stock exchange, asset acquisition, stock purchase,
recapitalization, reorganization or other similar business
combination with one or more businesses or entities. DD3’s efforts
to identify a prospective target business are not limited to a
particular industry or geographic region. Learn more at
https://www.dd3.mx/en/spac.
Additional Information about the
Business Combination and Where to Find It Codere Online
Luxembourg, S.A. (“Holdco”), Servicios de Juego Online, S.A.U.
(together with its consolidated subsidiaries upon consummation of
the Proposed Business Combination, “Codere Online”), DD3
Acquisition Corp. II ("DD3") and the other parties thereto have
entered into a business combination agreement (the “Business
Combination Agreement”) that provides for DD3 and Codere Online to
become wholly-owned subsidiaries of Holdco (the “Proposed Business
Combination”). In connection with the Proposed Business
Combination, a registration statement on Form F-4 (the “Form F-4”)
has been filed by Holdco with the U.S. Securities and Exchange
Commission (“SEC”) that includes a proxy statement relating to
DD3’s solicitation of proxies from DD3’s stockholders in connection
with the Proposed Business Combination and other matters described
in the Form F-4, as well as a prospectus of Holdco relating to the
offer of the securities to be issued in connection with the
completion of the Proposed Business Combination. INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ THE FORM F-4 AND OTHER DOCUMENTS
FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY
CONTAIN IMPORTANT INFORMATION. The definitive proxy
statement/prospectus will be mailed to holders of record of DD3
common stock at the close of business on October 14, 2021, the
record date established for voting on the Proposed Business
Combination. Stockholders will also be able to obtain copies of
such documents, without charge, once available, at the SEC’s
website at www.sec.gov, or by directing a request to Codere Online
Luxembourg, S.A., 7 rue Robert Stümper, L-2557 Luxembourg, Grand
Duchy of Luxembourg.
INVESTMENT IN ANY SECURITIES DESCRIBED
HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER
REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED
THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE
INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
Forward-Looking Statements This
press release includes “forward-looking statements” within the
meaning of the “safe harbor” provisions of the United States
Private Securities Litigation Reform Act of 1995. All statements
other than statements of historical fact contained in this press
release, including any statements as to Holdco’s, Codere Online’s,
DD3’s or the combined company’s future results of operations and
financial position, planned products and services, business
strategy and plans, objectives of management for future operations,
market size and potential growth opportunities, competitive
position, expectations and timings related to commercial launches
or the consummation of the Proposed Business Combination, potential
benefits of the Proposed Business Combination and PIPE investments,
technological and market trends and other future conditions, are
forward-looking statements. These forward-looking statements are
provided for illustrative purposes only and are not intended to
serve as, and must not be relied on by any investor as, a
guarantee, an assurance, a prediction or a definitive statement of
fact or probability. Holdco’s, Codere Online’s, DD3’s and the
combined company’s actual results may differ from their
expectations, estimates and projections and, consequently, you
should not rely on these forward-looking statements as predictions
of future events. Words such as “expect,” “estimate,” “project,”
“budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,”
“will,” “could,” “should,” “believe,” “predict,” “likely,”
“potential,” “continue,” and similar expressions (or the negative
versions of such words or expressions) are intended to identify
such forward-looking statements. These forward-looking statements
include, without limitation, Holdco’s, Codere Online’s and DD3’s
expectations with respect to the timing of the completion of the
Proposed Business Combination.
These forward-looking statements involve
significant risks and uncertainties that could cause the actual
results to differ materially, and potentially adversely, from those
expressed or implied in the forward-looking statements. Most of
these factors are outside Holdco’s, Codere Online’s and DD3’s
control and are difficult to predict. Factors that may cause such
differences include, but are not limited to: (1) the occurrence of
any event, change, or other circumstances that could give rise to
the termination of the Business Combination Agreement; (2) the
outcome of any legal proceedings that may be instituted against
Holdco, Codere Online and/or DD3 following the announcement of the
Business Combination Agreement and the transactions contemplated
therein; (3) the inability to complete the Proposed Business
Combination, including due to failure to obtain approval of DD3’s
stockholders, certain regulatory approvals, or satisfy other
closing conditions in the Business Combination Agreement; (4) the
occurrence of any other event, change, or other circumstance that
could cause the Proposed Business Combination to fail to close; (5)
the impact of COVID-19 on Codere Online’s business and/or the
ability of the parties to complete the Proposed Business
Combination; (6) the inability to obtain and/or maintain the
listing of Holdco’s ordinary shares or warrants on NASDAQ following
the Proposed Business Combination; (7) the risk that the Proposed
Business Combination disrupts current plans and operations as a
result of the announcement and consummation of the Proposed
Business Combination; (8) the ability to recognize the anticipated
benefits of the Proposed Business Combination, which may be
affected by, among other things, competition, the ability of Codere
Online and the combined company to grow and manage growth
profitably, and retain its key employees; (9) costs related to the
Proposed Business Combination; (10) changes in applicable laws or
regulations; (11) the amount of redemptions by DD3’s stockholders
in connection with the Proposed Business Combination; and (12) the
possibility that Holdco, Codere Online or DD3 may be adversely
affected by other economic, business and/or competitive factors.
The foregoing list of factors is not exclusive. Additional
information concerning certain of these and other risk factors is
contained in DD3’s most recent filings with the SEC, the Form F-4
and the definitive proxy statement/prospectus to be mailed to DD3’s
stockholders in connection with the Proposed Business Combination.
All subsequent written and oral forward-looking statements
concerning Holdco, DD3, Codere Online, the combined company, the
Proposed Business Combination or other matters and attributable to
Holdco, Codere Online or DD3 or any person acting on their behalf
are expressly qualified in their entirety by the cautionary
statements above. Readers are cautioned not to place undue reliance
upon any forward-looking statements, which speak only as of the
date made. Each of Holdco, Codere Online and DD3 expressly
disclaims any obligations or undertaking to release publicly any
updates or revisions to any forward-looking statements contained
herein to reflect any change in their expectations with respect
thereto or any change in events, conditions or circumstances on
which any statement is based, except as required by law.
No Offer or Solicitation This
press release is not a proxy statement and does not constitute a
solicitation of a proxy, consent or authorization with respect to
any securities or in respect of the Proposed Business Combination.
This press release also does not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor will there be
any sale of securities in any states or jurisdictions 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 will be made except by
means of a prospectus meeting the requirements of section 10 of the
Securities Act of 1933, as amended, or an exemption therefrom.
Participants in the
Solicitation Holdco, Codere Online and DD3 and their
respective directors, executive officers and other members of their
management and employees, under SEC rules, may be deemed to be
participants in the solicitation of proxies of DD3’s stockholders
in connection with the Proposed Business Combination. Information
regarding the names, affiliations and interests of DD3’s directors
and executive officers is set forth in the final prospectus for
DD3’s initial public offering filed with the SEC on December 10,
2020, as well as in other documents DD3 has filed with the SEC.
Information regarding the persons who may, under SEC rules, be
deemed participants in the solicitation of proxies of DD3’s
stockholders in connection with the Proposed Business Combination
is set forth in the Form F-4. Information concerning the interests
of Holdco’s, Codere Online’s and DD3’s participants in the
solicitation, which may, in some cases, be different than those of
Holdco’s, Codere Online’s and DD3’s equity holders generally, is
also set forth in the Form F-4. Shareholders, potential investors
and other interested persons should read carefully the Form F-4 and
the definitive proxy statement/prospectus before making any voting
or investment decisions. You may obtain free copies of these
documents from the sources indicated above.
Contacts:
InvestorsRyan Lawrence, ICR
Ryan.Lawrence@icrinc.com332-242-4321
Guillermo Lancha,
CodereGuillermo.Lancha@codere.com(+34)-628-928-152
MediaBrian Ruby, ICR
Brian.Ruby@icrinc.com203-682-8268
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