Working in partnership with special purpose acquisition company Cohn Robbins Holdings Corp (CRHC), Allwyn said that the listing would result in a total enterprise value of approximately $9.3bn (£6.9bn/€8.2bn).
Allwyn said it hoped that the listing would support its long-term goal of becoming a global lottery-led entertainment platform.
The listing, Allwyn said, would provide it with greater access to capital markets to help accelerate its successful organic and inorganic growth strategy, as well as strengthen its global brand, including in the US, and build upon its reputation for transparency as a longstanding issuer of publicly traded bonds.
“It is an opportune time for Allwyn to take this exciting step; jurisdictions in Europe and North America should have higher expectations for the innovations their lotteries can deliver,” Allwyn chief executive Robert Chvatal said.
“With consumers expecting the option to experience and pay for entertainment online, Allwyn is building stronger, more individualised and more valuable relationships with our customers.
“We look forward to applying our experience in developing market-specific, culturally-attuned lottery entertainment to new customers and geographies as an NYSE-listed company.”
Should the listing proceed as planned, it is expected that current Allwyn equity holders would retain approximately 83% ownership in the business, while no new shareholder would own a stake of more than 5% immediately following the listing.
The expected pro forma enterprise value of approximately $9.3bn represents approximately 11.5 times Allwyn’s adjusted earnings before interest, tax, depreciation and amortisation (EBITDA) in 2020.
However, due to a bonus pool of up to approximately 6.6 million CRHC shares to be made available exclusively to non-redeeming CRHC shareholders, these shareholders would have the opportunity to establish ownership stakes at up around $8.7bn in total enterprise value.
Bonus shares forfeited by redeeming shareholders will be distributed to non-redeeming shareholders on a pro rata basis.
Assuming a price of $10.00 per share of CRHC common stock at closing of the transaction, non-redeeming CRHC shareholders would receive, in exchange for each share of CRHC common stock held, shares of the post-combination company with a value of between $10.80 and $14.00. The lower figure assumes no redemptions by shareholders, while the upper end assumes redemptions resulting in the maximum exchange ratio.
The boards of both Allwyn and CRHC have unanimously approved the listing and it is expected to close in the second quarter of 2022, subject to approval by CRHC stockholders, gaming regulatory approvals and other customary closing conditions.
Upon closing, Clifton Robbins, co-founder and co-chairman of CRHC, will join the Allwyn board, while Gary Cohn, also co-founder and co-chairman of CRHC, will become a special advisor to Allwyn’s board chairman.
“We have worked with hundreds of management teams and invested in hundreds of companies in our careers, but we founded Cohn Robbins to seek out just one,” Cohn and Robbins said.
“We believe that Allwyn is the right company, in the right industry, at the right time and with the right leadership team. We are excited by the growth opportunities the company has ahead of it and we look forward to providing our support.
“We also are very pleased to be bringing this transaction to Cohn Robbins shareholders in an innovative way and at an attractive valuation.”
Karel Komárek, Allwyn chair and the founder of KKCG Investment Group, Allwyn’s majority owner, added: “Listing on the NYSE is the next chapter in Allwyn’s history and track record of shared success benefitting players, communities, governments and investors.
“We forecast the business delivering attractive revenue, profit and cash flow growth, creating attractive long-term value for investors. Going public positions Allwyn to expand its shared success to more markets, while enhancing capital access to fund opportunities for accelerated growth.
“KKCG has known for years that Allwyn is an amazing business, and I am very proud that global investors will have the opportunity to participate in its further growth.”
The planned listing comes after Allwyn completed its rebrand from Sazka Entertainment in December last year. The operator said the new name reflected its evolution from a pan-European lottery operator into a global business.
Sazka in April 2021 announced it was to bring together its UK operations under the new Allwyn corporate identity as it bids for the market’s latest National Lottery licence.
However, it was decided that the brand would be extended across the whole business, though its individual brands will be retained and continue to operate without any changes.