Allwyn SPAC deal inches towards finish line with SEC approval

| By Zak Thomas-Akoo
Lottery giant Allwyn Entertainment’s $9.3bn (£7.9bn/€9.3bn) deal to publicly list on the New York Stock Exchange (NYSE) with special purpose acquisition company (SPAC) Cohn Robbins Holdings Corp (CRHC) has inched closer to completion with an announcement from both companies on recent procedural progress.
Allwyn SPAC

A SPAC is a shell company created purely for the purpose of acquiring or merging with another company. The business lists on a stock exchange and then plans to acquire a private business through a reverse merger, allowing that business to itself to be publicly listed.

Allwyn previously stated that it estimates that the NYSE listing will result in a $9.3bn valuation.

Allwyn announced that the business’ registration statement, which it had previously submitted with the US Securities and Exchanges Commission (SEC) has been declared “effective” by the regulatory agency.

A registration statement is a disclosure document filed with the SEC regarding an investment and must describe the offering and the company to potential investors. In this case the registration statement will illuminate information about CRHC, Allwyn and the business combination to prospective investors.

CRHC also announced two dates in connection with the upcoming acquisition, a “record date” of 15 August and a “meeting date” of 7 September. The September event will be a CRHC shareholders meeting in which a vote will take place on whether or not to approve the business combination.

The record date is the cut-off point for shareholders to be eligible to vote in the meeting with shareholders acquiring stock in the business after the date ineligible to vote.  

In a release, CRHC stated why it believes its shareholders should vote to approve the combination.

“CRHC believes the global lottery industry has attractive characteristics, including high consumer participation across wide demographics, resiliency through market cycles and upside potential from increasing online penetration,” it stated.

“Allwyn is a leader in the $300 billion global lottery industry, operating lotteries through both retail and online channels in multiple European countries, including Austria, the Czech Republic, Greece, Cyprus and Italy.”

CRHC continued, elaborating on the lottery provider’s growth opportunities:

“CRHC furthermore believes Allwyn is well-positioned to grow through both organic and inorganic growth opportunities. Allwyn’s UK business, Allwyn Entertainment Ltd, was selected by the UK Gambling Commission as the preferred applicant in the competition for the fourth licence to operate the UK National Lottery,” it said.

“If the licence is awarded, this will further expand Allwyn’s footprint as one of Europe’s largest and fastest-growing lottery companies.”

The Commission’s decision to choose Allwyn as the new provider of the National Lottery ended Camelot’s 28 year tenure as operator – a role which it had had since the lottery first launched in 1994.

The decision led to a legal challenge by Camelot regarding whether the Gambling Commission lawfully awarded the licence to Allwyn. The process was frozen between April and June as a result of the lawsuit, but the process is now in motion after the suspension was lifted in June. While the process has resumed, the High Court is yet to rule on the case.

The upcoming listing is happening in the wake of the business’ rebrand in December last year from Sazka Entertainment to Allwyn Entertainment. Allywn said the new name reflected its evolution from a European into a global lottery operator.

In June CRHC announced a slight delay to the SPAC merger, announcing it now believe the deal would finalise in Q3 rather than Q2.

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