No Delay – Zeal states that vote on Lotto24 takeover must be sanctioned

The governance of Deutsche Borse-listed Zeal Network has this afternoon communicated that no postponement shall be made for its planned shareholder AGM on 19 January, in which corporate investors will vote on whether to approve the firm’s planned takeover of German market competitor Lotto24 AG.

The regulatory approved transaction has hit industry news headlines this January, as Zeal investor Lottoland has urged shareholders to reject the takeover bid, branding Zeal governance’s actions as ‘value destroying for all corporate stakeholders’.

In its communications with Zeal investors, Lottoland has urged for shareholders to ask for a delay to the AGM, as the Gibraltar-based operator’s governance prepares to formalise a counter bid for certain Zeal Network assets.

This afternoon, Zeal issued a corporate communication outlining that contrary to Lottoland’s statement no delay can be undertaken stating:-

‘Contrary to Lottoland’s representation, ZEAL shareholders would therefore not be able to choose between the Lotto24 transaction and any transaction Lottoland may or may not propose in the future.’

The firm details that a delay/adjournment would result in a termination of the Lotto24 takeover, with a further ‘12-month cooling off period implemented’ before any bid re-processed – under German corporate takeover laws.

Dr Helmut Becker, CEO, ZEAL, commented: “There are currently no other proposals on the table for shareholders to consider and we have no evidence that any serious alternative offers will materialise. We remain open to discussing serious proposals until 18 January when our shareholder meeting will take place as planned. However, seven weeks have already passed since we first announced our proposal, and we are already holding the meeting towards the end of the regulatory timetable. Our plan to reunite ZEAL and Lotto24 has the strongest strategic rationale, offers the best opportunity for sustainable growth and creates the most value for ZEAL’s shareholders.”

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