SGHC Limited (“SGHC”, “Super Group” or the “Company”), the
parent company of global online sports betting and gaming
businesses operating Betway, a premier online sports betting brand,
and Spin, a multi-brand online casino offering, and Sports
Entertainment Acquisition Corp. (NYSE:SEAH) ("SEAH"), a publicly
traded special purpose acquisition company, announced that Super
Group has filed a Registration Statement on Form F-4 to the U.S.
Securities and Exchange Commission with respect to their proposed
business combination.
On April 25, 2021, Super Group entered into a definitive
agreement with Sports Entertainment Acquisition Corp. (NYSE:SEAH)
to bring its leading global online sports betting and gaming group
to the U.S. public markets.
The business combination is subject to customary closing
conditions and is expected to be consummated in the fourth quarter
of 2021. Upon the closing of the business combination, the Company
will operate under the Super Group name and is expected to be
listed on the New York Stock Exchange trading under the new symbol
“SGHC.”
About SGHC
SGHC (Super Group) is the holding company for leading global
online sports betting and gaming businesses: Betway, a premier
online sports betting brand, and Spin, a multi-brand online casino
offering. The group is licensed in 23 jurisdictions, with leading
positions in key markets throughout Europe, the Americas and
Africa. The group’s successful sports betting and online gaming
offerings are underpinned by its scale and leading technology,
enabling fast and effective entry into new markets. Its proprietary
marketing and data analytics engine empower it to responsibly
provide a unique and personalized customer experience. For more
information, visit www.sghc.com.
About Sports Entertainment Acquisition Corp.
Sports Entertainment Acquisition Corp. is a special purpose
acquisition company formed for the purpose of effecting a merger,
capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more
businesses. SEAH is focused on targets in the sports and
entertainment sectors as well as the technology and services that
are associated with these verticals. Its Class A common stock
trades on the New York Stock Exchange (the "NYSE") under the symbol
"SEAH”. SEAH’s management team is led by Eric Grubman and John
Collins who each have decades of experience identifying, acquiring,
operating and creating value for the owners of leading companies
and entities. For more information, visit
www.sportsentcorp.com.
Additional Information and Where to Find It
This press release relates to a proposed transaction between
Super Group and SEAH. This press release is not a proxy statement
or solicitation of a proxy, consent or authorization with respect
to any securities or in respect of the potential transaction and
shall not constitute an offer to sell or a solicitation of an offer
to buy the securities of Super Group, the combined company or SEAH,
nor shall there be any sale of any such securities in any state or
jurisdiction in which such offer, solicitation, or sale would be
unlawful prior to registration or qualification under the
securities laws of such state or jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of the Securities Act of 1933, as amended. Super
Group has filed a registration statement on Form F-4 with the SEC,
which includes a document that serves as a proxy statement and
prospectus of SEAH, referred to as a proxy statement/prospectus.
Following review by the Securities and Exchange Commission (“SEC”)
and effectiveness of the proxy statement/prospectus, it will be
sent to all SEAH shareholders. SEAH also will file other documents
regarding the proposed transaction with the SEC. Before making any
voting decision, investors and security holders of SEAH are urged
to read the registration statement, the proxy statement/prospectus
and all other relevant documents filed or that will be filed with
the SEC in connection with the proposed transaction as they become
available because they will contain important information about the
proposed transaction.
Investors and security holders will be able to obtain free
copies of the registration statement, the proxy
statement/prospectus and all other relevant documents filed or that
will be filed with the SEC by SEAH through the website maintained
by the SEC at www.sec.gov.
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities, or a solicitation
of any vote or approval, 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.
Participants in Solicitation
SEAH and its directors and executive officers may be deemed to
be participants in the solicitation of proxies from SEAH’s
shareholders in connection with the proposed transaction. A list of
the names of the directors and executive officers of SEAH and
information regarding their interests in the business combination
is set forth in SEAH’s registration statement on Form S-1
(Registration No. 333-248798) originally filed with the SEC on
September 14, 2020. Additional information regarding the interests
of such persons and other persons who may be deemed participants in
the solicitation will be contained in the registration statement
and the proxy statement/prospectus when available. You may obtain
free copies of these documents as described in the preceding
paragraph.
Forward-Looking Statements
Certain statements made in this press release are “forward
looking statements”. Such “forward-looking statements” with respect
to the proposed transaction between Super Group and SEAH These
forward-looking statements generally are identified by the words
“believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,”
“strategy,” “future,” “opportunity,” “plan,” “pipeline,” “may,”
“should,” “will,” “would,” “will be,” “will continue,” “will likely
result,” and similar expressions. 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.
Many factors could cause actual future events to differ
materially from the forward-looking statements in this press
release, including but not limited to: (i) the inability of the
parties to successfully or timely consummate the proposed business
combination, including the risk that any required regulatory
approvals are not obtained, are delayed or are subject to
unanticipated conditions that could adversely affect the combined
company or the expected benefits of the proposed business
combination or that the approval of the shareholders of Super Group
or SEAH will not be obtained; (ii) the risk that the transaction
may not be completed by SEAH’s business combination deadline and
the potential failure to obtain an extension of the business
combination deadline if sought by SEAH; (iii) the failure to
satisfy the conditions to the consummation of the transaction,
including the adoption of the Business Combination Agreement by the
shareholders of SEAH, the satisfaction of the minimum amount in the
trust account following redemptions by SEAH’s public shareholders
and the receipt of certain governmental and regulatory approvals;
(iv) the lack of a third party valuation in determining whether or
not to pursue the proposed transaction; (v) the occurrence of any
event, change or other circumstance that could give rise to the
termination of the Business Combination Agreement; (vi) the effect
of the announcement or pendency of the transaction on Super Group’s
business relationships, operating results, and business generally;
(vii) risks that the proposed transaction disrupts current plans
and operations of Super Group and potential difficulties in
employee retention as a result of the transaction; (viii) the
outcome of any legal proceedings that may be instituted against
Super Group, SEAH or the combined company related to the Business
Combination Agreement or the proposed transaction; (ix) the ability
to maintain the listing of SEAH’s securities on a national
securities exchange; (x) the price of SEAH’s securities may be
volatile due to a variety of factors, including changes in the
competitive and regulated industries in which SEAH plans to operate
or Super Group operates, variations in operating performance across
competitors, changes in laws and regulations affecting SEAH’s or
Super Group’s business, Super Group’s inability to meet or exceed
its financial projections and changes in the combined capital
structure; (xi) changes in general economic conditions, including
as a result of the COVID-19 pandemic; (xii) the ability to
implement business plans, forecasts, and other expectations after
the completion of the proposed transaction, and identify and
realize additional opportunities; (xiii) changes in domestic and
foreign business, market, financial, political and legal
conditions; (xiv) future global, regional or local economic and
market conditions affecting the sports betting and gaming industry;
(xv) changes in existing laws and regulations, or their
interpretation or enforcement, or the regulatory climate with
respect to the sports betting and gaming industry; (xvi) the
ability of Super Group’s customers to deposit funds in order to
participate in Super Group’s gaming products; (xvii) compliance
with regulatory requirements in a particular regulated
jurisdiction, or Super Group’s ability to successfully obtain a
license or permit applied for in a particular regulated
jurisdiction, or maintain, renew or expand existing licenses;
(xviii) the technological solutions Super Group has in place to
block customers in certain jurisdictions, including jurisdictions
where Super Group’s business is illegal, or which are sanctioned by
countries in which Super Group operates from accessing its
offerings; (xix) Super Group’s ability to restrict and manage
betting limits at the individual customer level based on individual
customer profiles and risk level to the enterprise; (xx) the
ability by Super Group’s key executives, certain employees or other
individuals related to the business, including significant
shareholders, to obtain the necessary licenses or comply with
individual regulatory obligations in certain jurisdictions; (xxi)
protection or enforcement of Super Group’s intellectual property
rights, the confidentiality of its trade secrets and confidential
information, or the costs involved in protecting or enforcing Super
Group’s intellectual property rights and confidential information;
(xxii) compliance with applicable data protection and privacy laws
in Super Group’s collection, storage and use, including sharing and
international transfers, of personal data; (xxiii) failures,
errors, defects or disruptions in Super Group’s information
technology and other systems and platforms; (xxiv) Super Group’s
ability to develop new products, services, and solutions, bring
them to market in a timely manner, and make enhancements to its
platform and Super Group’s ability to maintain and grow its market
share, including its ability to enter new markets and acquire and
retain paying customers; (xxv) the success, including win or hold
rates, of existing and future online betting and gaming products;
(xxvi) competition within the broader entertainment industry;
(xxvii) Super Group’s reliance on strategic relationships with land
based casinos, sports teams, event planners, local licensing
partners and advertisers; (xxviii) events or media coverage
relating to, or the popularity of, online betting and gaming
industry; (xxix) trading, liability management and pricing risk
related to Super Group’s participation in the sports betting and
gaming industry; (xxx) accessibility to the services of banks,
credit card issuers and payment processing services providers due
to the nature of Super Group’s business; (xxxi) the ability of
stockholders to exercise redemption rights with respect to a large
number of SEAH’s outstanding shares of common stock; (xxxii) the
regulatory approvals related to Super Group’s contemplated
acquisition of Digital Gaming Corporation (“DGC”) and the
integration of the DGC business; (xxxiii) other risks and
uncertainties indicated from time to time in the final prospectus
of SEAH for its initial public offering and the proxy
statement/prospectus relating to the proposed business combination,
including those under “Risk Factors” therein, and in SEAH’s other
filings with the SEC. The foregoing list of factors is not
exhaustive. You should carefully consider the foregoing factors and
the other risks and uncertainties described in the registration
statement on Form F-4 discussed above, the proxy
statement/prospectus and other documents filed or that may be filed
by SEAH from time to time with the SEC. These filings 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. Forward-looking statements speak
only as of the date they are made. Readers are cautioned not to put
undue reliance on forward- looking statements, and Super Group and
SEAH assume no obligation and do not intend to update or revise
these forward-looking statements, whether as a result of new
information, future events, or otherwise. Neither Super Group nor
SEAH gives any assurance that either Super Group or SEAH, or the
combined company, will achieve its expectations.
PRIIPs / Prospectus Regulation / IMPORTANT – EEA AND UK RETAIL
INVESTORS
The shares of SEAH and the shares to be issued by Super Group in
the proposed transaction (collectively, the “Shares”) are not
intended to be offered, sold or otherwise made available to and
should not be offered, sold or otherwise made available to any
retail investor in the EEA or in the UK. For these purposes, a
retail investor means a person who is one (or more) of: (i) a
retail client as defined in point (11) of Article 4(1) of MiFID II;
or (ii) a customer within the meaning of Directive (EU) 2016/97,
where that customer would not qualify as a professional client as
defined in point (10) of Article 4(1) of MiFID II; or (iii) not a
qualified investor as defined in Regulation (EU) 2017/1129 of the
European Parliament and of the Council of 14 June 2017 (this
Regulation together with any implementing measures in any member
state, the “Prospectus Regulation”). Consequently, no offer of
securities to which this announcement relates, is made to any
person in any Member State of the EEA which applies the Prospectus
Regulation who are not qualified investors for the purposes of the
Prospectus Regulation, is made in the EEA and no key information
document required by Regulation (EU) No. 1286/2014 (as amended the
“PRIIPs Regulation”) for offering or selling the Shares or
otherwise making them available to retail investors in the EEA or
in the United Kingdom will be prepared and therefore offering or
selling the Shares or otherwise making them available to any retail
investor in the EEA or in the United Kingdom may be unlawful under
the PRIIPs Regulation.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210909005542/en/
Investors: ICR Ashley DeSimone investors@sghc.com (646)
677-1827
Media: ICR Jason Chudoba / Megan Kivlehan / Matthew
Chudoba SuperGroup@icrinc.com
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