Item 1.01 Entry into a Material Definitive Agreement.
On January 20, 2022, Cohn Robbins Holdings Corp., a Cayman Islands exempted
company limited by shares ("Cohn Robbins"), Sazka Entertainment AG, a Swiss
stock corporation (Aktiengesellschaft) ("Sazka"), Allwyn Entertainment AG, a
Swiss stock corporation (Aktiengesellschaft) ("Swiss NewCo"), Allwyn US HoldCo
LLC, a Delaware limited liability company and a direct, wholly owned subsidiary
of Swiss NewCo ("US HoldCo"), and Allwyn Sub LLC, a Delaware limited liability
company and a direct, wholly owned subsidiary of US HoldCo ("DE Merger Sub"),
entered into a Business Combination Agreement (the "Business Combination
Agreement").
The Business Combination Agreement and the transactions contemplated thereby
were approved by the boards of directors of each of Cohn Robbins, Swiss NewCo
and Sazka, respectively, and by the members of US HoldCo and DE Merger Sub. The
Business Combination Agreement provides that, among other things and upon the
terms and subject to the conditions thereof, the following transactions will
occur:
(i) (a) Cohn Robbins will merge with and into DE Merger Sub with DE Merger Sub
surviving (the "Merger" and, the closing of the Merger, the "Merger Closing,"
and, the time at which the Merger becomes effective, the "Merger Effective
Time"), and (b) following the Merger, DE Merger Sub will liquidate its assets to
US HoldCo and, following such liquidation, US HoldCo will liquidate its assets
to Swiss NewCo (the "Liquidations"). Swiss NewCo will have a dual-class share
structure with super voting rights for KKCG AG, a Swiss stock corporation
("KKCG"), the majority shareholder of Sazka;
(ii) at the Merger Effective Time, (a) each share of Class A ordinary shares,
par value $0.0001 per share, of Cohn Robbins ("Cohn Robbins Class A Common
Stock") issued and outstanding immediately prior to the Merger Effective Time
shall automatically be cancelled and cease to exist in exchange for the right to
receive the number of newly issued shares of Class B ordinary shares, nominal
value CHF 0.04 per share of Swiss NewCo ("Swiss NewCo Class B Shares") equal to
the lower of: (1) 1.4; and (2) (y) (A) the Post-Redemption Acquiror Share Number
(as defined in the Business Combination Agreement), plus (B) 6,624,000 divided
by (z) the Post-Redemption Acquiror Share Number (the lower of (1) and (2), the
"Class B Exchange Ratio"); (c) Swiss NewCo will issue a right to acquire Swiss
NewCo Class B Shares in exchange for warrants to acquire Cohn Robbins Class A
Common Stock, issued in Cohn Robbins' initial public offering, at an initial
exercise price of $11.50 per share ("Cohn Robbins Warrants"), to be transferred
immediately to holders of Cohn Robbins Warrants as may be adjusted pursuant to a
Warrant Assignment, Assumption and Amendment Agreement; and
(iii) following the Liquidations, the Exchange Agent (as defined in the Business
Combination Agreement) will contribute (a) all of the issued and outstanding
capital stock of Sazka (and previously transferred before the Merger to the
Exchange Agent into escrow) (the "Acquisition Transfer, and together with the
Merger, the "Business Combination" and, the closing of the Acquisition Transfer,
the "Acquisition Closing", the date of Acquisition Closing, the "Acquisition
Closing Date" and the time at which the Acquisition Transfer becomes effective,
the "Acquisition Effective Time") and (b) the PIPE Investment (as defined below)
(transferred to the Exchange Agent before the Merger and held in escrow) to
Swiss NewCo (1) partially as equity contribution into the capital contribution
reserves and (2) partially against the KKCG Cash Consideration (as defined
below). In return, the Exchange Agent will deliver (x) to KKCG 2,015,069,102 of
the shares of Swiss NewCo Class A ordinary shares, nominal value CHF 0.01 per
share ("Swiss NewCo Class A Shares") (which does not include 10,000,000 Swiss
NewCo Class A Shares already held by KKCG) and 185,000,000 of the shares of
Swiss NewCo Class B Shares (which includes 30,000,000 Swiss NewCo Class B Shares
subject to certain vesting and forfeiture provisions), (y) to KKCG the KKCG Cash
Consideration as described below and (z) to the PIPE Investors (as defined
below) 35,300,000 shares of Swiss NewCo Class B Shares, as adjusted by Class B
Exchange Ratio and the terms of such agreements.
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At or substantially concurrently with the Acquisition Effective Time, Swiss
NewCo will distribute Available Acquiror Cash (as defined under the Business
Combination Agreement) in the following order of priority: (i) first, to pay
transaction expenses of Cohn Robbins and Sazka, (ii) second, paid to Primrose
Holdings (Lux) S.à r.l the Primrose Cash Distribution (as defined in the
Business Combination Agreement) (ii), (iii) third, paid as KKCG Cash
Consideration, to KKCG up to and until the sum of distributions made pursuant to
clauses (i), (ii) and (iii) is equal to $850 million, (iv) fourth, to be
retained on the balance sheet of Swiss NewCo as primary proceeds up to and until
the amount retained pursuant to this clause (iv) is equal to the product of (a)
$850 million less Transaction Expenses payable in clause (i) ("Net Minimum
Cash"), multiplied by (b) the fraction 3/2 (c) less the Net Minimum Cash and (v)
fifth, one-third of any remaining amount shall be retained on the balance sheet
of Swiss NewCo as additional primary proceeds and two-thirds shall be
distributed to KKCG (clauses (i) through (v), the "KKCG Cash Consideration").
The holders of Cohn Robbins Class A Common Stock that do not elect to redeem
their shares in connection with the Business Combination will share in a pool of
up to 6.6 million additional shares of Swiss NewCo Class B Shares, based on the
Class B Exchange Ratio of between 1.08 and 1.4, depending on the number of
unredeemed shares and subject to a redemption cap of 80%. Assuming a price of
$10.00 per share of Cohn Robbins Class A Common Stock at the Merger Closing,
each share of Cohn Robbins Class A Common Stock would receive shares of Swiss
NewCo Class B Shares with a value ranging between $10.80 (assuming no
redemptions by the stockholders of Cohn Robbins (the "Cohn Robbins
Stockholders")) and $14.00 (assuming redemptions resulting in the maximum Class
B Exchange Ratio and waiver of the minimum cash condition to the Business
Combination Agreement).
The Merger Closing is subject to the satisfaction or waiver of certain closing
conditions contained in the Business Combination Agreement.
On January 20, 2022, Cohn Robbins announced entry into a Sponsor Agreement (the
"Sponsor Agreement"), by and among Cohn Robbins Sponsor LLC, a Delaware limited
liability company (the "Sponsor"), Cohn Robbins, Swiss NewCo, Clifton S.
Robbins, Gary D. Cohn, Charles S. Kwon, Anne Sheehan, C. Robert Kidder,
Alexander T. Robertson and Kathryn A. Hall (the "Insiders") and Sazka, pursuant
to which the Sponsor has agreed that, immediately prior to the consummation of
the Merger (but subject to the prior satisfaction of all of the conditions to
consummation of the Merger set forth in Article X of the Business Combination
Agreement), Sponsor shall contribute, transfer, assign, convey and deliver to
. . .
Item 3.02 Unregistered Sales of Equity Securities
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K
with respect to the PIPE Investment is incorporated by reference in this Item
3.02. The PIPE Subscribed Shares to be issued in connection with the PIPE
Investment will not be registered under the Securities Act, and will be issued
in reliance on the exemption from registration requirements thereof provided by
Section 4(a)(2) of the Securities Act.
Item 7.01 Regulation FD Disclosure.
On January 21, 2022, Cohn Robbins and Sazka issued a joint press release (the
"Press Release") announcing the execution of the Business Combination Agreement.
The Press Release is attached hereto as Exhibit 99.1 and incorporated by
reference herein.
Attached as Exhibit 99.2 and incorporated herein by reference is the investor
presentation first made available on January 21, 2022, for use by Cohn Robbins
in meetings with certain of its stockholders as well as other persons with
respect to the Business Combination, as described in this Current Report on Form
8-K.
Attached as Exhibit 99.3 and incorporated herein by reference is the transcript
from an audio recording first made available to Cohn Robbins shareholders on
January 21, 2022, in which executives from Cohn Robbins and Sazka discuss the
Business Combination as set forth in the investor presentation attached hereto
as Exhibit 99.2 and as described in this Current Report on Form 8-K.
The information in this Item 7.01, including Exhibit 99.1, Exhibit 99.2 and
Exhibit 99.3 is furnished and shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or otherwise subject to liabilities under that section, and shall not be
deemed to be incorporated by reference into the filings of Cohn Robbins under
the Securities Act or the Exchange Act, regardless of any general incorporation
language in such filings. This Current Report on Form 8-K will not be deemed an
admission as to the materiality of any information contained in this Item 7.01,
including Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3.
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Additional Information about the Business Combination and Where to Find It.
In connection with the Business Combination, Swiss NewCo will file the
Registration Statement with the SEC. The Registration Statement will include a
proxy statement of Cohn Robbins and a prospectus of Swiss NewCo, referred to as
a proxy statement/prospectus. The proxy statement/prospectus will be sent to all
Cohn Robbins Stockholders. Additionally, Swiss NewCo and Cohn Robbins will file
other relevant materials with the SEC in connection with the Business
Combination. Copies of the Registration Statement, the proxy
statement/prospectus and all other relevant materials filed or that will be
filed with the SEC may be obtained free of charge at the SEC's website at
www.sec.gov. Before making any voting or investment decision, investors and
security holders of Cohn Robbins are urged to read the Registration Statement,
the proxy statement/prospectus and all other relevant materials filed or that
will be filed with the SEC in connection with the Business Combination because
they will contain important information about the Business Combination and the
parties to the Business Combination.
Participants in Solicitation
Cohn Robbins, Sazka and Swiss NewCo and their respective directors and executive
officers, under SEC rules, may be deemed to be participants in the solicitation
of proxies of Cohn Robbins Stockholders in connection with the Business
Combination. Investors and security holders may obtain more detailed information
regarding the names and interests in the Business Combination of Cohn Robbins'
directors and officers in Cohn Robbins' filings with the SEC, including Cohn
Robbins' registration statement on Form S-1, dated as of September 8, 2020. To
the extent that holdings of Cohn Robbins' securities have changed from the
amounts reported in Cohn Robbins' registration statement on Form S-1, such
changes have been or will be reflected on Statements of Change in Ownership on
Form 4 filed with the SEC. Information regarding the persons who may, under SEC
rules, be deemed participants in the solicitation of proxies to Cohn Robbins
Stockholders in connection with the Business Combination will be included in the
proxy statement/prospectus relating to the Business Combination when it becomes
available. You may obtain free copies of these documents as described in the
preceding paragraph.
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute a proxy statement or
solicitation of a proxy, consent or authorization with respect to any securities
or in respect of the Business Combination. This Current Report on Form 8-K shall
also not constitute an offer to sell or a solicitation of an offer to buy any
securities of Cohn Robbins or Sazka, nor shall there be any sale of 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 any
such state or jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the Securities
Act.
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Forward-Looking Statements
This Current Report on Form 8-K includes "forward-looking statements" within the
meaning of the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995 with respect to the Business Combination between Cohn Robbins
and Sazka. Words such as "expect," "estimate," "project," "budget," "forecast,"
"anticipate," "intend," "plan," "may," "will," "could," "should," "believe,"
"predict," "potential," "continue," "strategy," "future," "opportunity,"
"would," "seem," "seek," "outlook" and similar expressions are intended to
identify such forward-looking statements. 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 that could cause the actual results to differ materially from
the expected results. These statements are based on various assumptions, whether
or not identified in this Current Report on Form 8-K. These forward-looking
statements are provided for illustrative purposes only and are not intended to
serve as, and must not be relied on by an investor as, a guarantee, an
assurance, a prediction or a definitive statement of fact or probability. Actual
events and circumstances are difficult or impossible to predict and will differ
from assumptions. These forward-looking statements include, without limitation,
Sazka's and Cohn Robbins' expectations with respect to anticipated financial
impacts of the Business Combination, the satisfaction of closing conditions to
the Business Combination, and the timing of the completion of the Business
Combination. You should carefully consider the risks and uncertainties described
in the "Risk Factors" section of Cohn Robbins' registration statement on Form
S-1 (File No. 333-240277, its Annual Report on Form 10-K, as amended from time
to time, for the fiscal year ended December 31, 2020 and its subsequent
Quarterly Reports on Form 10-Q. In addition, there will be risks and
uncertainties described in the Form F-4 and other documents filed by Swiss NewCo
and Cohn Robbins from time to time with the SEC. These filings would 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. Most of these factors are outside Sazka's and Cohn
Robbins' control and are difficult to predict. Many factors could cause actual
future events to differ from the forward-looking statements in this Current
Report on Form 8-K, including but not limited to: (1) the outcome of any legal
proceedings that may be instituted against Cohn Robbins or Sazka following the
announcement of the Business Combination; (2) the inability to complete the
Business Combination, including due to the inability to concurrently close the
Business Combination and the private placement of common stock or due to failure
to obtain approval of the Cohn Robbins Stockholders; (3) the risk that the
transaction may not be completed by Cohn Robbins' business combination deadline
and the potential failure to obtain an extension of the Business Combination
deadline if sought by Cohn Robbins; (4) the failure to satisfy the conditions to
the consummation of the transaction, including the approval by the Cohn Robbins
Stockholders, the satisfaction of the minimum trust account amount following any
redemptions by Cohn Robbins' public stockholders and the receipt of certain
governmental and regulatory approvals; (5) delays in obtaining, adverse
conditions contained in, or the inability to obtain necessary regulatory
approvals or complete regulatory reviews required to complete the Business
Combination; (6) the occurrence of any event, change or other circumstance that
could give rise to the termination of the Business Combination Agreement; (7)
volatility in the price of Cohn Robbins' securities; (8) the risk that the
Business Combination disrupts current plans and operations as a result of the
announcement and consummation of the Business Combination; (9) the inability to
recognize the anticipated benefits of the Business Combination, which may be
affected by, among other things, competition, the ability of the combined
company to grow and manage growth profitably, maintain relationships with
customers and suppliers and retain key employees; (10) costs related to the
Business Combination; (11) changes in the applicable laws or regulations; (12)
the possibility that the combined company may be adversely affected by other
economic, business, and/or competitive factors; (13) the risk of downturns and a
changing regulatory landscape in the industry in which Sazka operates; (14) the
impact of the global COVID-19 pandemic; (15) Sazka's ability to obtain or
maintain rights or licenses to operate in any market in which Sazka operates;
(16) the potential inability of Sazka to raise additional capital needed to
pursue its business objectives or to achieve efficiencies regarding other costs;
(17) the enforceability of Sazka's intellectual property, including its patents,
and the potential infringement on the intellectual property rights of others,
cyber security risks or potential breaches of data security; and (18) other
risks and uncertainties described in Cohn Robbins' registration statement on
Form S-1 and Annual Report on Form 10-K, as amended from time to time, for the
fiscal year ended December 31, 2020 and its subsequent Quarterly Reports on Form
10-Q. These risks and uncertainties may be amplified by the COVID-19 pandemic,
which has caused significant economic uncertainty. Sazka and Cohn Robbins
caution that the foregoing list of factors is not exclusive or exhaustive and
not to place undue reliance upon any forward-looking statements, including
. . .
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press Release, dated as of January 21, 2022.
99.2 Investor Presentation, dated as of January 21, 2022.
99.3 Transcript of Recorded Investor Presentation, released on January 21,
2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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