This announcement is not an offer, whether directly or
indirectly, in Australia,
Hong Kong, Japan, New
Zealand or South Africa or
in any other jurisdiction where such offer pursuant to legislation
and regulations in such relevant jurisdiction would be prohibited
by applicable law. Shareholders not resident in Sweden who wish to accept the Offer (as
defined below) must make inquiries concerning applicable
legislation and possible tax consequences. Shareholders should
refer to the offer restrictions included in the section titled
"Important information" at the end of this announcement and in the
offer document which will be published shortly before the beginning
of the acceptance period for the Offer. Shareholders in
the United States should also
refer to the section titled "Important notice to shareholders in
the United States of America" at
the end of this announcement.
MGM ANNOUNCES A RECOMMENDED CASH OFFER OF
SEK 61 PER SHARE TO THE SHAREHOLDERS
OF LEOVEGAS THAT WILL NOT BE INCREASED
MGM Casino Next Lion, LLC, a wholly owned
indirect subsidiary of MGM Resorts International
("MGM" or "MGM Resorts"), hereby announces a
recommended public offer to the shareholders of
LeoVegas AB (publ) ("LeoVegas" or the "Company") to
tender all their shares at a price of SEK
61 in cash per share (the "Offer"). The shares in
LeoVegas are admitted to trading on Nasdaq Stockholm, Mid
Cap.
Shareholders representing in aggregate
approximately 15.3 percent of the outstanding shares in LeoVegas,
including Gustaf Hagman, the largest
shareholder and Chief Executive Officer of LeoVegas, have
irrevocably undertaken to accept the Offer. The Board of Directors
of LeoVegas has unanimously resolved to recommend that shareholders
accept the Offer.1 The Offer will enable
LeoVegas to deliver its full potential and provide significant
investment and support for further growth.
STOCKHOLM, May 2, 2022 /PRNewswire/ --
Key highlights and summary of the Offer
- MGM offers SEK 61 in cash per
LeoVegas share (the "Offer Price"). The total value of the
Offer is approximately SEK 5,957
million. The price of SEK 61
per share in the Offer will not be increased.
- The Offer Price represents a premium of:
-
- approximately 44.1 percent compared to the closing price of
SEK 42.32 of LeoVegas shares on
Nasdaq Stockholm on 29 April 2022,
which was the last trading day prior to the announcement of the
Offer;
- approximately 57.6 percent compared to the volume-weighted
average trading price of SEK 38.70 of
LeoVegas shares on Nasdaq Stockholm during the last 30 trading days
prior to the announcement of the Offer; and
- approximately 76.5 percent compared to the volume-weighted
average trading price of SEK 34.56 of
LeoVegas shares on Nasdaq Stockholm during the last 180 trading
days prior to the announcement of the Offer.
- The Board of Directors of LeoVegas unanimously recommends that
the Company's shareholders accept the Offer. The recommendation is
supported by a fairness opinion provided by BDO AB.
- The Company's largest shareholder and Chief Executive Officer,
Gustaf Hagman, and certain other
shareholders, representing in total approximately 15.3 percent of
the outstanding shares in LeoVegas, have entered into undertakings
to accept the Offer, irrespective of whether a higher competing
offer is made.
- The Offer is conditional upon the Offer being accepted to such
extent that MGM becomes the owner of shares representing more than
90 percent of the total number of outstanding shares in LeoVegas.
In addition, the Offer is made on the terms and subject to the
conditions (ii)–(vii) set out below in this announcement.
- The acceptance period is expected to commence on or around
3 June 2022 and expire on or around
30 August 2022.
Commenting on the Offer, MGM Resorts' CEO & President
Bill Hornbuckle, said:
"Our vision is to be the world's premier gaming entertainment
company, and this strategic opportunity with LeoVegas will allow us
to continue to grow our reach throughout the world. We believe that
this offer creates a compelling opportunity that allows the
combined teams of MGM Resorts and LeoVegas to accelerate our global
digital gaming growth and fully realize the potential of our
omnichannel strategy. We look forward to being able to welcome the
LeoVegas team to our MGM Resorts family."
Background to and strategic rationale for the Offer
LeoVegas was founded in 2011 by Gustaf
Hagman and Robin Ramm-Ericson
and has become a global gaming operator with gaming licenses in
eight jurisdictions and over 860 employees. LeoVegas generated
EUR 393 million in revenue and
EUR 48 million in Adjusted EBITDA
during the last twelve months ended March
31, 2022.2 LeoVegas has the long-term
ambition to be a leader in the online casino industry and take the
position as the "King of Casino" in the global gaming industry. The
Company also offers sports betting, bingo and live casino.
Over the last 10 years, LeoVegas become one of the leading
online gaming companies. The online gaming industry is highly
competitive and continuously evolving and companies need to adapt
accordingly, by making investments in new in-house capabilities and
improving their customer experience. In addition to in-house
developments, like its back-end platform called Rhino, LeoVegas has
performed targeted acquisitions such as Expekt and Royal Panda to expand its offerings and deliver
a better customer experience.
MGM has been following LeoVegas' progress with considerable
interest and is impressed with the performance of the business as
well as with LeoVegas' management team as to what they have
achieved.
MGM Resorts believes the acquisition of LeoVegas will provide a
unique opportunity for MGM Resorts to create a scaled global online
gaming business with the following attributes:
- Strategic Opportunities to Accelerate Growth and Product
Offerings – LeoVegas' online casino and sports betting
capabilities and strong customer base outside of the U.S. is
expected to further expand MGM Resorts' presence around the
world.
- Experienced Online Gaming Management Team and Superior
Technology Capabilities – LeoVegas' management team has
demonstrated the ability to develop a robust and scalable
technology platform with advanced product offerings.
- Commitment to Continued Profitable Growth – LeoVegas has
operated profitably as a high-growth platform since 2014. From 2017
to 2021, LeoVegas' revenues compounded annual growth rate was 16
percent, while maintaining strong profitability. MGM Resorts'
scale, brands and expertise will allow the combined businesses to
expand within existing gaming segments and provide incremental
opportunities to enter new areas.
Management and employees
MGM values the skills and talents of LeoVegas' management and
employees and intends to continue to safeguard the excellent
relationship that LeoVegas has with its employees. Given MGM's
current knowledge of LeoVegas and in light of current market
conditions, MGM does not intend to materially alter the operations
of LeoVegas following the implementation of the Offer, subject, of
course, to MGM's continued regulatory review. There are currently
no decisions on any material changes to LeoVegas' or MGM's
employees and management or to the existing organization and
operations, including the terms of employment and locations of the
business.
MGM will offer, and has received the consent of the Board of
Directors of LeoVegas to offer, a management incentive plan for
certain key employees of LeoVegas, including the CEO and CFO. The
incentive plan, which is subject to completion of the Offer, is
designed for the purpose of ensuring the continued long-term
commitment by key employees and will be offered to key employees
regardless of whether they currently own shares in LeoVegas. The
eligible participants will be given the opportunity to choose
between a bonus plan or participation by way of purchasing shares
in MGM Casino Next Lion, LLC at market value. After an initial
three-year period, participants will be able to discontinue their
participation in: (i) the bonus-based incentive plan and receive
cash payment corresponding to their share of the value created
during that period, and (ii) the share-based incentive plan by
having MGM Casino Next Lion, LLC redeem a portion of their equity
interests at a redemption price equal to the fair market value of
such equity interests at that time; provided that full
discontinuation in the share-based version of the incentive plan
will not be available until the seventh anniversary of the closing
of the Offer. Customary provisions regulating the treatment of
leavers will apply. If all eligible participants in the incentive
plan participate to the fullest extent in the share-based incentive
plan, the participants' aggregate ownership share in MGM Casino
Next Lion, LLC will be 10 percent. MGM has obtained a statement
from the Swedish Securities Council (Sw.
Aktiemarknadsnämnden) (Ruling 2022:16) confirming that the
management incentive plan is compatible with Nasdaq Stockholm's
Takeover Rules (the "Takeover Rules").
The Offer
Consideration
MGM offers SEK 61 in cash per LeoVegas share. The Offer
Price will not be increased.
Should LeoVegas, prior to settlement of the Offer, distribute
dividends or in any other way distribute or transfer value to its
shareholders, the Offer Price will be reduced accordingly.
The total value of the Offer is approximately SEK 5,957 million.3
No commission will be charged in connection with settlement of
the Offer.
The Offer Price represents a premium of:
- approximately 44.1 percent compared to the closing price of
SEK 42.32 of LeoVegas shares on
Nasdaq Stockholm on 29 April 2022,
which was the last trading day prior to the announcement of the
Offer;
- approximately 57.6 percent compared to the volume-weighted
average trading price of SEK 38.70 of
LeoVegas shares on Nasdaq Stockholm during the last 30 trading days
prior to the announcement of the Offer; and
- approximately 76.5 percent compared to the volume-weighted
average trading price of SEK 34.56 of
LeoVegas shares on Nasdaq Stockholm during the last 180 trading
days prior to the announcement of the Offer.
MGM's shareholding in LeoVegas
Neither MGM nor any closely related companies or closely related
parties own any shares or other financial instruments in LeoVegas
that give financial exposure to LeoVegas shares at the time of this
announcement, nor has MGM acquired or agreed to acquire any
LeoVegas shares or any financial instruments that give financial
exposure to LeoVegas shares during the six months preceding the
announcement of the Offer.
MGM may acquire, or enter into agreements to acquire, shares in
LeoVegas (or any securities that are convertible into, exchangeable
for or exercisable for such shares) outside the Offer, but in any
event, at a price per share not more than the Offer Price. Any
purchases made or agreed will be in accordance with Swedish law and
the Takeover Rules and will be disclosed in accordance with
applicable rules.
Recommendation from the Board of Directors of LeoVegas and
fairness opinion
The Board of Directors of LeoVegas unanimously recommends that
the shareholders of LeoVegas accept the Offer.4 The
Board of Directors of LeoVegas has obtained a fairness opinion from
BDO AB regarding the Offer stating that the Offer is fair from a
financial point of view to the shareholders of LeoVegas.
Undertakings from shareholders of LeoVegas
MGM has obtained irrevocable undertakings to accept the Offer
from the Company's largest shareholder and Chief Executive Officer,
Gustaf Hagman, and certain other
shareholders. Gustaf Hagman has
undertaken to tender 8,050,000 shares (8.2 percent of the
outstanding shares in LeoVegas), and other shareholders have
undertaken to tender a total of 6,909,281 shares in LeoVegas (7.1
percent).5 Accordingly, irrevocable undertakings to
accept the Offer from shareholders representing in total 14,959,281
shares (15.3 percent) have been obtained. The irrevocable
undertakings apply irrespective of whether a higher competing offer
is made. The irrevocable undertakings will terminate if the Offer
is not declared unconditional on or before 31 October 2022. In addition, Torsten Söderberg,
who is also a board member of LeoVegas, has stated that he is very
supportive of the Offer. Torsten Söderberg and family owns
4,533,861 shares in LeoVegas (4.6 percent).
Conditions for completion of the Offer
The completion of the Offer is conditional upon:
(i) the Offer being accepted
to such an extent that MGM becomes the owner of shares in LeoVegas
representing more than 90 percent of the total number of shares in
LeoVegas (on a fully diluted basis)6;
(ii) the receipt of all
regulatory, governmental or similar clearances, approvals and
decisions that are necessary for the Offer and the acquisition of
LeoVegas, including from competition authorities and gaming
authorities, in each case on terms which, in MGM's opinion, are
acceptable;
(iii) no circumstances
having occurred which could have a material adverse effect or could
reasonably be expected to have a material adverse effect on
LeoVegas' financial position, prospects or operations, including
LeoVegas' sales, results, liquidity, equity ratio, equity or
assets;
(iv) neither the Offer nor
the acquisition of LeoVegas being rendered wholly or partially
impossible or significantly impeded as a result of legislation or
other regulation, any decision of a court or public authority, or
any similar circumstance;
(v) LeoVegas not taking any
action that is likely to impair the prerequisites for making or
completing the Offer;
(vi) no information made
public by LeoVegas or disclosed by LeoVegas to MGM being materially
inaccurate, incomplete or misleading, and LeoVegas having made
public all information which should have been made public by
LeoVegas; and
(vii) no other party
announcing an offer to acquire shares in LeoVegas on terms more
favourable to the shareholders of LeoVegas than the Offer.
MGM reserves the right to withdraw the Offer in the event that
it becomes clear that any of the above conditions is not satisfied
or cannot be satisfied. However, with regard to conditions
(ii)–(vii) above, the Offer may only be withdrawn where the
non-satisfaction of such condition is of material importance to
MGM's acquisition of LeoVegas or if otherwise approved by the
Swedish Securities Council.
MGM reserves the right to waive, in whole or in part, one or
more of the conditions above, including, with respect to condition
(i) above, to complete the Offer at a lower level of
acceptance.
Information regarding MGM
MGM Resorts International (NYSE: MGM) is an S&P 500® global
entertainment company with national and international locations
featuring best-in-class hotels and casinos, state-of-the-art
meetings and conference spaces, incredible live and theatrical
entertainment experiences, and an extensive array of restaurant,
nightlife and retail offerings. MGM Resorts creates immersive,
iconic experiences through its suite of Las Vegas-inspired brands. The MGM Resorts
portfolio encompasses 32 unique hotel and gaming destinations
globally, including some of the most recognizable resort brands in
the industry. MGM's 50/50 venture, BetMGM, LLC, offers U.S. sports
betting and online gaming through market-leading brands, including
BetMGM and partypoker. MGM is currently pursuing targeted expansion
in Asia through the integrated
resort opportunity in Japan.
Through its "Focused on What Matters: Embracing Humanity and
Protecting the Planet" philosophy, MGM Resorts commits to creating
a more sustainable future, while striving to make a bigger
difference in the lives of its employees, guests, and in the
communities where it operates. The global employees of MGM Resorts
are proud of their company for being recognized as one of FORTUNE®
Magazine's World's Most Admired Companies®. For more information,
please visit www.mgmresorts.com. Please also connect with
@MGMResortsIntl on Twitter as well as Facebook and
Instagram.
Financing of the Offer
The Offer is not subject to any financing conditions. The cash
consideration payable to the Company's shareholders under the terms
of the Offer will be financed by the cash resources of MGM, whose
domestic operations had, as of 31 December
2021, approximately USD 4.3
billion in cash and cash equivalents. Adjusting for recently
announced and pending transactions as well as near-term debt
maturities, MGM anticipates having over USD
6.5 billion in cash and cash equivalents on its balance
sheet for its domestic operations.
Treatment of warrant holders
Certain employees hold warrants in LeoVegas issued within the
Company's incentive programs. Such financial instruments are not
included in the Offer. However, MGM will procure that the owners of
such warrants in LeoVegas will receive reasonable treatment.
Due diligence in connection with the Offer
MGM has, in connection with the preparations of the Offer,
conducted a due diligence review of LeoVegas. With the exception of
information that was subsequently included in LeoVegas' Q1 report
for 2022, LeoVegas has confirmed that MGM has not been provided
with any inside information regarding LeoVegas in connection with
the due diligence review.
Preliminary timetable
Publication of the
offer document
|
2 June 2022
|
Acceptance
period
|
3 June 2022–30 August
2022
|
Commencement of
settlement
|
7 September
2022
|
As set out above, the completion of the Offer is conditional
upon, inter alia, the receipt of all regulatory,
governmental or similar clearances, approvals and decisions that
are necessary for the Offer and the acquisition of LeoVegas. Such
clearances, approvals and decisions are expected to have been
received by the end of the acceptance period for the Offer. If
all relevant clearances, approvals and decisions are received in
such time that the acceptance period can be closed before
30 August 2022, MGM may announce an
earlier end date of the acceptance period, provided that such
announcement can be made not less than two weeks prior to the new
date of expiry of the acceptance period.
MGM further reserves the right to extend the acceptance period
for the Offer, one or several times, as well as to postpone the
time for settlement.
MGM has been granted an exemption from the Swedish Securities
Council (Ruling 2022:17) permitting that the initial acceptance
period for the Offer is longer than ten weeks (up to 18 weeks,
subject to extensions) to enable MGM to obtain regulatory
clearances within that period.
Compulsory redemption proceedings and delisting
If MGM, whether in connection with the Offer or otherwise,
acquires shares representing more than 90 percent of the total
number of shares in LeoVegas, MGM intends to commence compulsory
redemption proceedings under the Swedish Companies Act (2005:551)
to acquire all remaining shares in LeoVegas and to promote
delisting of LeoVegas' shares from Nasdaq Stockholm.
Governing law and disputes
The Offer and the agreements entered into between MGM and
LeoVegas' shareholders in relation to the Offer, shall be governed
by and be interpreted in accordance with Swedish law. Disputes
concerning, or arising in connection with the Offer, shall be
settled exclusively by Swedish courts, with the Stockholm District Court as first
instance.
The Takeover Rules and the Swedish Securities Council's rulings
and statements on the interpretation and application of the
Takeover Rules are applicable to the Offer. MGM has undertaken
to Nasdaq Stockholm to comply with the Takeover Rules and to
submit to any sanctions that can be imposed on MGM by Nasdaq
Stockholm in the event of a breach of the Takeover Rules.
Advisors
MGM has retained Goldman Sachs & Co. LLC as financial
advisor and Advokatfirman Vinge KB and Weil, Gotshal & Manges
LLP as legal advisors in connection with the Offer.
MGM Casino Next Lion, LLC
The Board of Directors
Information about the Offer
Information about the Offer is made available at:
http://investors.mgmresorts.com/investors/leovegas
The information was submitted for publication on 2 May 2022, 7:30 a.m.
CEST.
For enquiries, please contact:
Andrew Chapman, Director of
Investor Relations
+1 (702) 693-8711, achapman@mgmresorts.com
Brian Ahern, Executive Director
of Communications
media@mgmresorts.com
Important information
This press release has been published in Swedish and
English. In the event of any discrepancy in content between the two
language versions, the Swedish version shall prevail.
This announcement is not an offer, whether directly or
indirectly, in Australia,
Hong Kong, Japan, New
Zealand or South Africa or
in any other jurisdictions where such offer pursuant to legislation
and regulations in such relevant jurisdictions would be prohibited
by applicable law (the "Restricted Jurisdictions").
The release, publication or distribution of this press
release in or into jurisdictions other than Sweden may be restricted by law and therefore
any persons who are subject to the laws of any jurisdiction other
than Sweden should inform
themselves about, and observe any applicable requirements. In
particular, the ability of persons who are not resident in
Sweden to accept the Offer may be
affected by the laws of the relevant jurisdictions in which they
are located. Any failure to comply with the applicable restrictions
may constitute a violation of the securities laws of any such
jurisdiction. To the fullest extent permitted by applicable law,
the companies and persons involved in the Offer disclaim any
responsibility or liability for the violation of such restrictions
by any person.
This announcement has been prepared for the purpose of
complying with Swedish law, the Takeover Rules and the Swedish
Securities Council's rulings regarding interpretation and
application of the Takeover Rules and the information disclosed may
not be the same as that which would have been disclosed if this
press release had been prepared in accordance with the laws of
jurisdictions other than Sweden.
Unless otherwise determined by MGM or required by Swedish
law, the Takeover Rules and the Swedish Securities Council's
rulings regarding interpretation and application of the Takeover
Rules, and permitted by applicable law and regulation, the Offer
will not be made available, directly or indirectly, in, into or
from a Restricted Jurisdiction or any other jurisdiction where to
do so would violate the laws in that jurisdiction and no person may
accept the Offer by any use, means or instrumentality (including,
but not limited to, facsimile, e-mail or other electronic
transmission, telex or telephone) of interstate or foreign commerce
of, or of any facility of a national, state or other securities
exchange of any Restricted Jurisdiction or any other jurisdiction
where to do so would constitute a violation of the laws of that
jurisdiction and the Offer may not be capable of acceptance by any
such use, means, instrumentality or facilities. Accordingly, copies
of this press release and any formal documentation relating to the
Offer are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in or into or
from any Restricted Jurisdiction or any other jurisdiction where to
do so would constitute a violation of the laws of that jurisdiction
and persons receiving such documents (including custodians,
nominees and trustees) must not mail or otherwise forward,
distribute or send them in or into or from any Restricted
Jurisdiction or any other jurisdiction where to do so would
constitute a violation of the laws of that
jurisdiction.
The availability of the Offer to shareholders of LeoVegas
who are not resident in and citizens of Sweden may be affected by the laws of the
relevant jurisdictions in which they are located or of which they
are citizens. Persons who are not resident in or citizens of
Sweden should inform themselves
of, and observe, any applicable legal or regulatory requirements of
their jurisdictions.
The Offer, the information and documents contained in this
press release are not being made and have not been approved by an
authorized person for the purposes of section 21 of the UK
Financial Services and Markets Act 2000 (the "FSMA"). Accordingly,
the information and documents contained in this press release are
not being distributed to, and must not be passed on to, the general
public in the United Kingdom,
unless an exemption applies. The communication of the information
and documents contained in this press release is exempt from the
restriction on financial promotions under section 21 of the FSMA on
the basis that it is a communication by or on behalf of a body
corporate which relates to a transaction to acquire day to day
control of the affairs of a body corporate; or to acquire 50
percent or more of the voting shares in a body corporate, within
article 62 of the UK Financial Services and Markets Act 2000
(Financial Promotion) Order 2005.
Statements in this press release relating to future status
or circumstances, including statements regarding future
performance, growth and other trend projections and their
underlying assumptions, statements regarding plans, objectives,
intentions and expectations with respect to future financial
results, events, operations, services, product development and
potential and other effects of the Offer, are forward-looking
statements. These statements may generally, but not always, be
identified by the use of words such as "anticipates", "intends",
"expects", "believes", "estimates", "plans", "will be" or similar
expressions. By their nature, forward-looking statements involve
risk and uncertainty because they relate to events and depend on
circumstances that will occur in the future. Actual results and
developments may differ materially from those expressed in, or
implied or projected by these forward-looking statements due to
many factors, many of which are outside the control of MGM.
Forward-looking statements appear in a number of places throughout
this announcement and the information incorporated by reference
into this announcement and may include statements regarding the
intentions, beliefs or current expectations of MGM or LeoVegas
concerning, amongst other things: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance,
indebtedness, financial condition, dividend policy, losses and
future prospects; (ii) business and management strategies, the
expansion and growth of MGM's or LeoVegas' business operations and
potential synergies resulting from the Offer; and (iii) the effects
of government regulation and industry changes on the business of
MGM or LeoVegas. Any forward-looking statements made herein speak
only as of the date on which they are announced. Except as required
by the Takeover Rules or applicable law or regulations, MGM
expressly disclaims any obligation or undertaking to publicly
announce updates or revisions to any forward-looking statements
contained in the offer document to reflect any change in
expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based.
The reader should, however, consult any additional disclosures that
MGM or LeoVegas have made or may make.
Important notice to shareholders in the United States of America
The Offer described in this press release is made for the
issued and outstanding shares of LeoVegas, a company incorporated
under Swedish law, and is subject to Swedish disclosure and
procedural requirements, which may be different from those of
the United States. The Offer is
made in the United States pursuant
to Section 14(e) of the U.S. Securities Exchange Act of 1934, as
amended (the "U.S. Exchange Act") and Regulation 14E thereunder
("Regulation 14E"), to the extent applicable, and otherwise in
compliance with the disclosure and procedural requirements of
Swedish law, including with respect to withdrawal rights, the Offer
timetable, notices of extensions, announcements of results,
settlement procedures (including as regards to the time when
payment of the consideration is rendered) and waivers of
conditions, which may be different from requirements or customary
practices in relation to U.S. domestic tender offers. The offeror's
ability to waive the conditions to the Offer (both during and after
the end of the acceptance period) and the shareholders' ability to
withdraw their acceptances, may not be the same under a tender
offer governed by Swedish law as under a tender offer governed by
U.S. law. Holders of the shares of LeoVegas domiciled or resident
in the United States (the "U.S.
Holders") are encouraged to consult with their own advisors
regarding the Offer.
LeoVegas' financial statements and all financial
information included herein, or any other documents relating to the
Offer, have been or will be prepared in accordance with IFRS and
may not be comparable to the financial statements or financial
information of companies in the United
States or other companies whose financial statements are
prepared in accordance with U.S. generally accepted accounting
principles. The Offer is made to the U.S. Holders on the same terms
and conditions as those made to all other shareholders of LeoVegas
to whom the offer is being made. Any information documents,
including the offer document, are being disseminated to U.S.
Holders on a basis comparable to the method pursuant to which such
documents are provided to LeoVegas' other shareholders.
The U.S. Holders should consider that the price for the
Offer is being paid in SEK and that no adjustment will be made
based on any changes in the exchange rate.
It may be difficult for U.S. Holders to enforce their
rights and any claims they may have arising under the U.S. federal
or state securities laws in connection with the Offer, since
LeoVegas is located in another country other than the United States, and some or all of its
officers and directors may be residents of countries other than
the United States. U.S. Holders
may not be able to sue LeoVegas or MGM or their respective officers
or directors in a non-U.S. court for violations of U.S. securities
laws. Further, it may be difficult to compel LeoVegas or MGM and/or
their respective affiliates to subject themselves to the
jurisdiction or judgment of a U.S. court.
To the extent permissible under applicable law or
regulations, MGM and its affiliates or its brokers and its brokers'
affiliates (acting as agents for MGM or its affiliates, as
applicable) may from time to time and during the pendency of the
Offer, and other than pursuant to the Offer, directly or indirectly
purchase or arrange to purchase shares of LeoVegas outside
the United
States in reliance on applicable
exemptions from the requirements of Regulation 14E (or any
securities that are convertible into, exchangeable for or
exercisable for such shares). These purchases may occur either in
the open market at prevailing prices or in private transactions at
negotiated prices, but in any event, at a price per share not more
than the Offer Price, and information about such purchases will be
disclosed by means of a press release or other means reasonably
calculated to inform U.S. Holders of such information. In addition,
affiliates to the financial advisors to MGM may also engage in
ordinary course trading activities in securities of LeoVegas, which
may include purchases or arrangements to purchase such securities
as long as such purchases or arrangements are in compliance with
applicable law and regulation. Any information about such purchases
will be announced in Swedish and in a non-binding English
translation available to the U.S. Holders through relevant
electronic media if, and to the extent, such announcement is
required under applicable Swedish or U.S. law, rules or
regulations.
The receipt of cash pursuant to the Offer by a U.S. Holder
may be a taxable transaction for U.S. federal income tax purposes
and under applicable U.S. state and local, as well as foreign and
other, tax laws. Each shareholder is urged to consult an
independent professional advisor regarding the tax consequences of
accepting the Offer. Neither MGM nor any of its affiliates and
their respective directors, officers, employees or agents or any
other person acting on their behalf in connection with the Offer
shall be responsible for any tax effects or liabilities resulting
from acceptance of this Offer.
NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR
ANY U.S. STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED
THE OFFER, PASSED ANY COMMENTS UPON THE MERITS OR FAIRNESS OF THE
OFFER, PASSED ANY COMMENT UPON THE ADEQUACY OR COMPLETENESS OF THIS
PRESS RELEASE OR PASSED ANY COMMENT ON WHETHER THE CONTENT IN THIS
PRESS RELEASE IS CORRECT OR COMPLETE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENCE IN THE
UNITED STATES.
Goldman Sachs & Co. LLC is not responsible to anyone
other than MGM Resorts International for advice in connection with
the Offer.
1 Board member Torsten Söderberg and the Company's
largest shareholder and CEO Gustaf
Hagman have not participated in the LeoVegas Board of
Directors' evaluation or discussions regarding the Offer due to a
conflict of interest.
2 Adjusted EBITDA refers to the performance measure
Adjusted EBITDA as defined in LeoVegas' financial reports. The
amount has been calculated as the sum of the Adjusted EBITDA
figures in LeoVegas' financial reports for the second, third and
fourth quarters 2021 and the first quarter 2022.
3 Based on 97,652,970 outstanding shares in LeoVegas,
which excludes 4,000,000 treasury shares held by LeoVegas.
4 Board member Torsten Söderberg and the Company's
largest shareholder and CEO Gustaf
Hagman have not participated in the LeoVegas Board of
Directors' evaluation or discussions regarding the Offer due to a
conflict of interest.
5 LOYS AG: 3,259,281 shares (3.3 percent). Robin Ramm-Ericson: 2,250,000 shares (2.3
percent). Pontus Hagnö: 1,000,000 shares (1.0 percent). Gilston
Invest AB: 400,000 shares (0.4 percent).
6 Excluding any treasury shares held by LeoVegas.