Codere Online (“Codere”, or the “Company”) and DD3 Acquisition Corp
II (NASDAQ:DDMX) ("DD3"), a publicly traded special purpose
acquisition company, will host an investor presentation today to
discuss their recently announced business combination.
Investors may access the event this morning,
Tuesday, June 22, 2021, at 8:30 am ET, by visiting DD3’s website at
https://www.dd3.mx/.
About Codere Online Codere
Online launched in 2014 as part of the renowned casino operator
Codere Group. Codere Online offers online sports betting and online
casino through its state-of-the art website and mobile application.
Codere currently operates in its core markets of Spain, Italy,
Mexico, Colombia and Panama and expects to start operating in the
City of Buenos Aires (Argentina) in late 2021. Codere Online’s
online business is complemented by Codere Group’s physical presence
throughout Latin America, forming the foundation of the leading
omnichannel gaming and casino presence in the region. Codere Group
is a multinational group devoted to entertainment and leisure. It
is a leading player in the private gaming industry, with four
decades of experience and with presence in seven countries in
Europe (Spain and Italy) and Latin America (Argentina, Colombia,
Mexico, Panama, and Uruguay).
About DD3 Acquisition Corp.
IIDD3 was formed for the purpose of entering into a
merger, capital stock exchange, asset acquisition, stock purchase,
recapitalization, reorganization or other similar business
combination with one or more businesses or entities. DD3’s efforts
to identify a prospective target business are not limited to a
particular industry or geographic region. Learn more at
https://www.dd3.mx/en/spac.
Additional MaterialsInvestors
may also access an investor presentation available on the DD3
website, and filed with the SEC as an exhibit to a Current Report
on Form 8-K, prior to the call, and available on the SEC website at
www.sec.gov.
Additional Information about the
Business Combination and Where to Find It Codere Online,
DD3, and the other parties thereto have entered into a business
combination agreement (the “Business Combination Agreement”) that
provides for DD3 and SEJO to become wholly-owned subsidiaries of
Holdco (the “Proposed Business Combination”). In connection with
the Proposed Business Combination, a registration statement on Form
F-4 (the “Form F-4”) is expected to be filed by Holdco with the
U.S. Securities and Exchange Commission (“SEC”) that will include a
proxy statement to be distributed to stockholders of DD3 in
connection with DD3’s solicitation of proxies from DD3’s
stockholders in connection with the Proposed Business Combination
and other matters to be described in the Form F-4, as well as a
prospectus of Holdco relating to the offer of the securities to be
issued in connection with the completion of the Proposed Business
Combination. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
FORM F-4 AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN
THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. After the Form F-4 has been filed and
declared effective, the definitive proxy statement/prospectus will
be mailed to DD3’s stockholders as of a record date to be
established for voting on the Proposed Business Combination.
Stockholders will also be able to obtain copies of such documents,
without charge, once available, at the SEC’s website at
www.sec.gov, or by directing a request to Codere Online Luxembourg,
S.A., 7 rue Robert Stümper, L-2557 Luxembourg, Grand Duchy of
Luxembourg.
INVESTMENT IN ANY SECURITIES DESCRIBED
HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER
REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED
THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE
INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
Forward-Looking Statements This
press release includes “forward-looking statements” within the
meaning of the “safe harbor” provisions of the United States
Private Securities Litigation Reform Act of 1995. All statements
other than statements of historical fact contained in this press
release, including statements as to the Company’s future results of
operations and financial position, planned products and services,
business strategy and plans, objectives of management for future
operations, market size and potential growth opportunities,
competitive position, expectations and timings related to
commercial launches, potential benefits of the proposed business
combination and PIPE investments, technological and market trends
and other future conditions, are forward-looking statements. These
forward-looking statements are provided for illustrative purposes
only and are not intended to serve as, and must not be relied on by
any investor as, a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. DD3’s and Codere
Online’s actual results may differ from their expectations,
estimates and projections and, consequently, you should not rely on
these forward-looking statements as predictions of future events.
Words such as “expect,” “estimate,” “project,” “budget,”
“forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,”
“should,” “believe,” “predict,” “likely,” “potential,” “continue,”
and similar expressions (or the negative versions of such words or
expressions) are intended to identify such forward-looking
statements. These forward-looking statements include, without
limitation, DD3’s and Codere Online’s expectations with respect to
market growth, future revenues, future performance, the anticipated
financial impacts of the Proposed Business Combination, the
satisfaction or waiver of the closing conditions to the Proposed
Business Combination, and the timing of the completion of the
Proposed Business Combination.
These forward-looking statements involve
significant risks and uncertainties that could cause the actual
results to differ materially, and potentially adversely, from those
expressed or implied in the forward-looking statements. Most of
these factors are outside DD3’s and Codere Online’s control and are
difficult to predict. Factors that may cause such differences
include, but are not limited to: (1) the occurrence of any event,
change, or other circumstances that could give rise to the
termination of the Business Combination Agreement; (2) the outcome
of any legal proceedings that may be instituted against DD3 and/or
Codere Online following the announcement of the Business
Combination Agreement and the transactions contemplated therein;
(3) the inability to complete the Proposed Business Combination,
including due to failure to obtain approval of DD3’s stockholders,
certain regulatory approvals, or satisfy other closing conditions
in the Business Combination Agreement; (4) the occurrence of any
other event, change, or other circumstance that could cause the
Proposed Business Combination to fail to close; (5) the impact of
COVID-19 on Codere Online’s business and/or the ability of the
parties to complete the Proposed Business Combination; (6) the
inability to obtain and/or maintain the listing of Holdco’s
ordinary shares or warrants on NASDAQ following the Proposed
Business Combination; (7) the risk that the Proposed Business
Combination disrupts current plans and operations as a result of
the announcement and consummation of the Proposed Business
Combination; (8) the ability to recognize the anticipated benefits
of the Proposed Business Combination, which may be affected by,
among other things, competition, the ability of Codere Online to
grow and manage growth profitably, and retain its key employees;
(9) costs related to the Proposed Business Combination; (10)
changes in applicable laws or regulations; (11) the amount of
redemptions by DD3’s stockholders in connection with the Proposed
Business Combination; and (12) the possibility that DD3 or Codere
Online may be adversely affected by other economic, business and/or
competitive factors. The foregoing list of factors is not
exclusive. Additional information concerning certain of these and
other risk factors is contained in DD3’s most recent filings with
the SEC and will be contained in the Form F-4, including the proxy
statement/prospectus expected to be filed in connection with the
Proposed Business Combination. All subsequent written and oral
forward-looking statements concerning DD3 or Codere Online, the
Proposed Business Combination or other matters and attributable to
DD3 or Codere Online or any person acting on their behalf are
expressly qualified in their entirety by the cautionary statements
above. Readers are cautioned not to place undue reliance upon any
forward-looking statements, which speak only as of the date made.
Each of DD3 and Codere Online expressly disclaims any obligations
or undertaking to release publicly any updates or revisions to any
forward-looking statements contained herein to reflect any change
in their expectations with respect thereto or any change in events,
conditions or circumstances on which any statement is based, except
as required by law.
No Offer or Solicitation This
press release is not a proxy statement and does not constitute a
solicitation of a proxy, consent or authorization with respect to
any securities or in respect of the Proposed Business Combination.
This press release also does not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor will there be
any sale of securities in any states or jurisdictions in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such
jurisdiction. No offering of securities will be made except by
means of a prospectus meeting the requirements of section 10 of the
Securities Act of 1933, as amended, or an exemption therefrom.
Information SourcesThis press release has been
prepared for use by DD3 and Codere Online in connection with the
Proposed Business Combination. The information herein does not
purport to be all-inclusive. The information herein is derived from
various internal and external sources, and all information relating
to the business, past performance, results of operations and
financial condition of DD3 was derived entirely from DD3 and all
information relating to the business, past performance, results of
operations and financial condition of Codere Online was derived
entirely from Codere Online. No representation is made as to the
reasonableness of the assumptions made with respect to the
information herein, or to the accuracy or completeness of any
projections or modeling or any other information contained herein.
Any data on past performance or modeling contained herein is not an
indication as to future performance.
The data contained herein relating to the
operations and performance of the combined entities has been
derived by Codere Online from various internal and external
sources. No representation is made as to the reasonableness of the
assumptions made within or the accuracy or completeness of any
projections or modeling or any other information contained herein.
Any data on past performance or modeling contained herein is not an
indication as to future performance. DD3 and Codere Online assume
no obligation to update the information in this press release.
No RepresentationsNo representations or
warranties, express or implied, are given in respect of this press
release. To the fullest extent permitted by law, in no
circumstances will DD3 or Codere Online, or any of their respective
subsidiaries, affiliates, stockholders, representatives, partners,
directors, officers, employees, advisors or agents, be responsible
or liable for any direct, indirect or consequential loss or loss of
profit arising from the use of this press release, its contents
(including without limitation any projections or models), any
omissions, reliance on information contained within it, or on
opinions communicated in relation thereto or otherwise arising in
connection therewith, which information relating in any way to the
operations of Codere Online has been derived, directly or
indirectly, exclusively from Codere Online and has not been
independently verified by DD3. Neither the independent auditors of
DD3 nor the independent auditors of Codere Online audited,
reviewed, compiled or performed any procedures with respect to any
projections or models for the purpose of their inclusion in this
press release and, accordingly, neither of them expressed any
opinion or provided any other form of assurances with respect
thereto for the purposes of this press release.
Participants in the Solicitation
DD3 and Codere Online and their respective directors, executive
officers and other members of their management and employees, under
SEC rules, may be deemed to be participants in the solicitation of
proxies of DD3’s stockholders in connection with the Proposed
Business Combination. Information regarding the names, affiliations
and interests of DD3’s directors and executive officers is set
forth in DD3’s registration statement on Form S-1 (File No.
333-250212) that was filed with the SEC in connection with DD3’s
initial public offering in December 2020, as well as in other
documents DD3 has filed with the SEC. Information regarding the
persons who may, under SEC rules, be deemed participants in the
solicitation of proxies of DD3’s stockholders in connection with
the Proposed Business Combination will be set forth in the Form F-4
when available. Information concerning the interests of DD3’s and
Codere Online’s participants in the solicitation, which may, in
some cases, be different than those of DD3’s and Codere Online’s
equity holders generally, will be set forth in the Form F-4 when it
becomes available. Shareholders, potential investors and other
interested persons should read the proxy statement / prospectus
carefully when it becomes available before making any voting or
investment decisions. You may obtain free copies of these documents
from the sources indicated above.
Contacts:
InvestorsRyan Lawrence, ICR
Ryan.Lawrence@icrinc.com 332-242-4321
MediaBrian Ruby, ICR
Brian.Ruby@icrinc.com 203-682-8268
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