ZEAL and Lotto24 enter into Business Combination Agreement

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Press release

ZEAL and Lotto24 enter into Business Combination Agreement

• Signing of the Business Combination Agreement recognises the transaction's strong strategic rationale and value creation potential for shareholders of both companies
• Transaction has received merger control clearance from the Federal Cartel Office
• Extraordinary General Meeting to approve the offer called for 18 January 2019

(London, 24 December 2018)

ZEAL Network SE ('ZEAL') and Lotto24 AG ('Lotto24'), Germany's largest private digital lottery broker, today entered into a Business Combination Agreement ('BCA'). In the BCA, ZEAL and Lotto24 commit to working together to obtain the necessary gambling regulatory approvals, realise synergies, and pursue growth and value-creating opportunities.

Petra von Strombeck (CEO of Lotto24) and Magnus von Zitzewitz (CFO of Lotto24) are expected to additionally join the ZEAL Executive Board, while Jonas Mattsson (CFO of ZEAL) is to additionally join the Executive Board of Lotto24, once the details of the cooperation and the road map to implementation have been agreed.

Lotto24 stated its opinion that a cooperation between Lotto24 and ZEAL based on the BCA is in the strategic interest of Lotto24, its shareholders and other stakeholders.

ZEAL announced its intention on 19 November 2018 to implement the transaction through an all-share voluntary takeover offer for Lotto24. On completion, the transaction will create a company with currently combined more than 5 million customers globally, billings of around EUR 500 million, and a diverse international footprint. In the context of the transaction ZEAL intends to reacquire control of its myLotto24 and Tipp24 subsidiaries and transform its German secondary lottery business into a locally licensed online brokerage model.

Dr Helmut Becker, CEO, ZEAL, said: 'This transaction will reunite ZEAL with Lotto24 and put us in an extremely strong position to accelerate online growth in the German and international lottery markets. The Business Combination Agreement recognises the strategic rationale of this transaction and the value it creates - for the shareholders of both companies, the customers, the German federal states and their lottery beneficiaries. I look forward to joining forces with Lotto24, building on each other's strengths, and driving growth in Germany and beyond.'

The combination of ZEAL and Lotto24 was approved by the German Federal Cartel Office on 18 December 2018.

ZEAL has called an Extraordinary General Meeting for 18 January 2019 in which shareholders will be asked to approve the offer. The shareholder circular and notice is available on www.zeal-offer.com.

ENDS

Contacts:

Media:
Matt Drage
Head of Corporate Communications, ZEAL Network
T: +44 (0)7976 872 861
matt.drage@zeal-network.co.uk

Lutz Golsch, FTI Consulting
T: +49 69 920 37 110
M: +49 173 6517710
lutz.golsch@fticonsulting.com

Investors:
Frank Hoffmann
Investor Relations Manager, ZEAL Network
T: +44 (0) 20 3739 7123
frank.hoffmann@zeal-network.co.uk

Important note
This announcement is for information purposes only and neither constitutes an offer to purchase or exchange nor an invitation to sell or to make an offer to exchange, securities of Lotto24 AG ('Lotto24') or ZEAL Network SE ('ZEAL'). The final terms and further provisions regarding the public takeover offer will be disclosed in the offer document once its publication will have been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). ZEAL reserves the right to deviate in the final terms and conditions of the public takeover offer from the basic information described herein. Investors and holders of securities of Lotto24 are strongly recommended to read the offer document and all announcements in connection with the public takeover offer as soon as they are published, as they contain or will contain important information.

The offer will be made exclusively under the laws of the Federal Republic of Germany, in particular under the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz (WpÜG)). The offer will not be made pursuant to the provisions of jurisdictions other than those of the Federal Republic of Germany. Therefore, no other announcements, registrations, admissions or approvals of the offer outside of the Federal Republic of Germany have been filed, arranged for or granted.

The ZEAL shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or with any securities regulatory authority of any state or any other jurisdiction of the United States of America ('USA'). Therefore, subject to certain exceptions, ZEAL shares may not be offered or sold within the USA or in any other jurisdiction where to do so would be a violation of applicable law. There is no public offering of ZEAL shares in the USA.

To the extent this announcement contains forward-looking statements, such statements do not represent facts. Forward-looking statements include all matters that are not historical facts. They are characterised by the words 'expect', 'believe', 'estimate', 'intend', 'aim', 'assume', 'plan' or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of ZEAL and the persons acting in conjunction with ZEAL, for example with regard to the potential consequences of the takeover offer for Lotto24, for those shareholders of Lotto24 who choose not to accept the takeover offer or for future financial results of Lotto24. Such forward-looking statements are based on current plans, estimates and forecasts which ZEAL and the persons acting in conjunction with it have made to the best of their knowledge, but which do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by ZEAL or the persons acting in conjunction with it. Actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements.

This release and any materials distributed in connection with this release are not directed to or intended for release, publication or distribution (in whole or in part) directly or indirectly into or from the USA or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction, nor are they directed to, or intended for use by, any person or entity that is a citizen or resident or located in the USA or in any locality, state, country or other jurisdiction where such release, distribution, publication, availability or use would constitute a violation of the relevant laws of such jurisdiction or which would require any registration or licensing within such jurisdiction.