Cohn Robbins Holdings (CRHC) Shareholders Approve Allwyn Deal
by Marlena Haddad on 2022-09-07 at 1:49pm

Cohn Robbins (NYSE:CRHC) announced this afternoon that its shareholders have approved its combination with Swiss lottery operator Allwyn at a special meeting held earlier today.

Approximately 66.7% of the total outstanding shares of CRHC participated in the vote and the business combination received support from over 99.2% of the shares voted at today’s meeting.

The parties did not disclose when they expect to close the deal, but at a separate meeting held today, CRHC shareholders approved a proposal to extend the SPAC’s timeline to complete the merger by three months. The SPAC originally had a transaction deadline of September 11, 2022, but that has been moved to December 11, 2022.

Most likely this combination will not need all three extended months to close, but since Allwyn is a global lottery operator, and this is a cross-border transaction, this will take additional time to complete. With the approval of the extension, CRHC and Allwyn now have additional cushion and flexibility to complete the transaction.

The press release did not disclose redemption numbers, but Cohn Robbins was able to secure a $260 million backstop for its combination just last week. European investment group PPF agreed to buy up to 26,000,000 shares at $10 per share as needed, adding to 4,000,000 it already owns. In return, PPF is to receive up to 4,000,000 Class B shares depending on how many shares it is ultimately called up on to purchase.

The deal features a relatively high minimum cash condition of $850 million, but also includes a $353 million PIPE, $323.5 million in convertible notes, and the $260 million backstop. Additionally, the SPAC was among one of the first companies to offer a pool of bonus shares as an incentive for non-redeeming shareholders.

The parties initially announced their $9.3 billion deal on January 21. Lucerne, Switzerland-based Allwyn operates lottery games in five European countries through both brick-and-mortar retail and online.


ADVISORS

  • JT Partners is acting as financial advisor to Allwyn and KKCG, and is acting as joint placement agent on the PIPE.
  • Kirkland & Ellis LLP and Clifford Chance are serving as legal advisors to Allwyn and KKCG.
  • Citi is acting as financial advisor to CRHC and joint placement agent on the PIPE.
  • Credit Suisse is acting as Equity Capital Markets advisor to CRHC.
  • Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal advisor to CRHC.
  • Winston & Strawn LLP is serving as legal advisor to the placement agents
Recent Posts
by Nicholas Alan Clayton on 2024-03-28 at 1:35pm

News and Rumors PR: Bannix (NASDAQ:BNIX) has provided more information on the combination with VisionWave that it announced yesterday, specifying that the imaging technology that VisionWave will acquire from GBT Technologies will primarily seek out applications in military combat scenarios and geological surveys. PR: Grove Collaborative (NYSE:GROV), which combined with Virgin Group II in June...

by Nicholas Alan Clayton on 2024-03-28 at 7:47am

At the SPAC of Dawn Fed Chair Jerome Powell has given new hints that the administration would be showing greater levels of comfort with inflation if a cut could help improve unemployment numbers. Those numbers could get an update today at 8:30 am ET to bring new jobless claims as well as final prices for...

by Nicholas Alan Clayton on 2024-03-27 at 1:31pm

News and Rumors CNBC: Former WeWork (OTC Pink:WEWKQ) founder Adam Neumann has offered to buy back control of the company for $500 million but has yet to secure the necessary financing. WeWork went public with BowX in October 2021. PR: Satellite telecom firm Spire Global (NYSE:SPIR) has signed an agreement to build and launch two...

by Nicholas Alan Clayton on 2024-03-27 at 11:38am

Bannix (NASDAQ:BNIX) has entered into a definitive agreement to combine with VisionWave Technologies for $30 million. The combined company is expected to trade on the Nasdaq once the deal is completed with an initial outside date of September 14. Transaction Overview Bannix has about $17 million in its trust after seeing 77.4% of its shares...

by Nicholas Alan Clayton on 2024-03-27 at 7:33am

At the SPAC of Dawn Much of the attention yesterday was on tracking the swings of the newly-completed Trump Media (NASDAQ:DJT) deal with the FT going as far to suggest it may “make SPACs great again.” Not all of the day’s data points were on the positive side of the ledger, however. IB Acquisition Corp....

logo

Copyright © 2023 SPACInsider, Inc. All Rights Reserved