Cohn Robbins Holdings (CRHC) Shareholders Approve Allwyn Deal
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