Cohn Robbins Holdings Promotes Share Bonus Pool for Investors Who Stay in the Allwyn Deal

Cohn Robbins Holdings in a press release highlighted its bonus pool for non-redeeming shareholders. Investors who do not redeem their shares in connection with the SPAC’s proposed business combination with Allwyn Entertainment will share in a pool of up to 6.6 million additional shares of the combined company.

Assuming a price of $10 per Allwyn public share at closing, each share of the SPAC’s common stock would receive public shares of Allwyn with a per share value ranging between $10.80 (assuming no redemptions) and $11.30 (assuming redemptions resulting in the maximum Class B exchange ratio).

The SPAC earlier this week said it has secured a $260 million backstop against redemptions. PPF Group, which currently owns approximately 4 million shares of the SPAC, agreed to buy another 26 million shares for the backstop.

The SPAC has scheduled a Sept. 7 meeting for shareholders to vote on the plan of merger. Announced in January, the deal includes $828 million of cash in the SPAC’s trust and a $350 million PIPE.

Separately, the SPAC noted that PPF Group and Allwyn provided the following statements yesterday in response to a media inquiry:

  • PPF stated: “PPF is in the process of leaving the Russian market, focusing its investments in Europe, as reiterated in June this year. The group has already divested Home Credit and Finance Bank, its largest Russian investment. PPF strongly denounces Russia’s unprovoked invasion of Ukraine. There is no link between PPF’s Russian investments and the group’s commitment to the backstop financing tied to the combination of Allwyn Entertainment and Cohn Robbins Holdings Corp.”
  • Allwyn stated: “Allwyn welcomes the scrutiny that goes with being a public company and meets the high standards of governance and regulatory compliance demanded of companies that list on the New York Stock Exchange. As we have repeatedly said, Allwyn condemns Russia’s brutal invasion of Ukraine in the strongest possible terms.

    “PPF will have no shareholding in Allwyn Entertainment Ltd, Allwyn’s UK subsidiary that is its proposed licensee to operate the lottery. PPF’s agreement to participate in the potential listing of Allwyn Entertainment AG on the New York Stock Exchange would give it a shareholding of no more than 4.99% in Allwyn Entertainment AG. This strictly passive investment gives PPF no role whatsoever in the governance and management in Allwyn Entertainment AG or any other group company.” Read more.

 

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