On 19 March 2018, two major shareholders of Olympic Entertainment Group AS (the
“OEG”) OÜ HansaAssets (a company under the sole control of Mr Armin Karu, the
Chairman of the Supervisory Board of OEG) and OÜ Hendaya Invest (a company under
the sole control of Mr Jaan Korpusov, the member of the Supervisory Board of
OEG), acting separately and independently, entered into a share sale and
purchase agreement (the "SPA") with Odyssey Europe AS (the “Buyer”), under which
OÜ HansaAssets and OÜ Hendaya Invest contemplate to sell and transfer all the
shares of OEG currently held by them. OÜ HansaAssets holds currently altogether
68,361,890 shares of OEG, representing 45.0368% of all the shares of OEG, and OÜ
Hendaya Invest holds altogether 28,761,910 shares of OEG, representing 18.9483%
of all the shares of OEG.
The purchase price of the shares shall be EUR 1.9 per one share.
The contemplated transactions shall be settled by the selling shareholders
tendering their shares in the voluntary takeover offer to be launched by the
Buyer (the “VTO”). Namely, the Buyer will launch the VTO to all the shareholders
of OEG for the same price of EUR 1.9 per one share. The exact terms and
conditions of the VTO will be described in the VTO prospectus and VTO
announcement to be published by the Buyer as soon as practically possible after
the relevant documentation has been duly approved by the Estonian Financial
Supervision Authority. The relevant application was submitted to the Estonian
Financial Supervision Authority as at the date of this announcement. The
expected date of launching the VTO is 4 April 2018 and VTO period (i.e. the
period when the shares of OEG can be tendered in the VTO) is expected to begin
on 4 April 2018 and end on 2 May 2018. The value date of the VTO is expected to
be 10 May 2018.
The closing of the transactions contemplated under the SPA and VTO is subject to
certain conditions precedent, including an approval from the Estonian Tax and
Customs Board for the acquisition of dominant influence over OEG by the Buyer
(provided by the Estonian Tax and Customs Board either as an approval or as the
absence of prohibiting precept pursuant to § 13 (2) of Gambling Act made within
60 business days as from the submission of the respective application to the
Estonian Tax and Customs Board).
The SPA contains the customary representations and warranties of the sellers on
the OEG and the group of companies of OEG and the operations thereof, as well as
the customary interim protection measures put in place for the preservation of
the company’s value between signing and closing of transactions contemplated
under the SPA. The parties to the SPA have agreed that the profit for 2017 shall
belong to the Buyer. Further, upon closing of the SPA, all the current members
of the Supervisory Board will resign.
Under the SPA, OÜ HansaAssets has also agreed to sell to the Buyer all the
shares of Olympic Casino Eesti AS, a subsidiary of OEG. OÜ HansaAssets holds
currently altogether 258,151 shares of Olympic Casino Eesti AS, each with a
nominal value of EUR 0.60, which represent 5% of all the shares of Olympic
Casino Eesti AS. The agreed purchase price for such shares has agreed to be EUR
6,000,000.
OEG further informs that on 19 March 2018, OEG, the Buyer and its direct 100%
shareholder Odyssey Europe HoldCo S.à r.l. (a limited liability company
incorporated under the laws of Luxemburg, registration no. B222.194, registered
office at 5, rue Guillaume Kroll, L-1882 Luxembourg, Luxembourg; the “HoldCo”)
entered into a business combination agreement regarding OEG (the “BCA”),
outlining the cooperation of the parties with respect to the VTO, and, subject
to the occurrence of the closing of the SPA, certain corporate and other
measures intended by the Buyer as OEG’s future majority shareholder.
In accordance with the most significant terms of the BCA, the Buyer intends to
de-list OEG from the main list of Nasdaq Tallinn Stock Exchange and an
extraordinary general meeting of OEG will be convened to decide on the intended
de‑listing. In addition to the intended de-listing, the Buyer as OEG’s future
majority shareholder intends to carry out certain post-closing corporate and
other measures, including an up-stream merger of OEG with and into the Buyer as
the surviving entity, an up-stream merger of Olympic Casino Eesti AS with and
into OEG (or its legal successor) as the surviving entity, and the sale of
shares in OEG’s two Latvian subsidiaries, Olympic Casino Latvia SIA and Ahti
SIA, to a member of the Buyer's group. OEG and the Buyer will prepare and
consider documentation for the contemplated measures in due course in accordance
with the steps and procedures set forth in applicable law. In addition to the
corporate measures described above, the parties to BCA may consider certain
financing arrangements. Further information on the intended post-closing
measures will be disclosed by the Buyer in the VTO documentation.
In the opinion of the Management Board of OEG, the fact of execution of the BCA
has no immediate material effect on the business operations and financial
results of OEG since the material transactions contemplated under the BCA
require additional documentation in order to become effective.
The Buyer is Odyssey Europe AS (a company incorporated pursuant to the laws of
Estonia, with the register code 14437516). The Buyer is part of Novalpina group
of companies (the “Novalpina Group”), the ultimate parent of which is Novalpina
Capital Group S.à r.l. ("Novalpina"), a limited liability company incorporated
under the laws of the Grand Duchy of Luxemburg, with registered office at 44,
avenue J.-F. Kennedy, L-1882 Luxembourg, Grand Duchy of Luxembourg and
registered with the Luxembourg Register of Commerce and Companies under no.
B214238. The main area of activity of Novalpina Group is the investment in
quality mid-market businesses by capitalizing on transactional and operational
complexity.
The Buyer or Novalpina do not hold any shares in OEG.
Madis Jääger
CEO
Olympic Entertainment Group AS
Tel + 372 667 1250
E-mail madis.jaager@oc.eu
http://www.olympic-casino.com
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