Entain PLC (LSE:ENT) made an offer to acquire Enlabs AB (publ) (OM:NLAB) from a group of sellers for SEK 2.8 billion on January 7, 2021. Under the terms of the consideration, Entain will settle the transaction through cash payment of SEK 40 per share of Enlabs. The offer does not include warrants issued by Enlabs and acquired by employees under the incentive program implemented by Enlabs. Entain will offer the holders of such warrants a fair treatment in connection with the offer. As of March 1, 2021 Entain has increased the bid to SEK 53 per share. Entain has undertaken to finance the consideration under the offer through available cash resources. Under the terms of the transaction, if Entain becomes the owner of more than 90% of the shares of Enlabs, Entain intends to initiate a compulsory acquisition procedure in respect of the remaining shares in the Enlabs under the Swedish Companies Act and to promote delisting of Enlabs' shares from Nasdaq First North Growth Market Post completion, Niklas Braathen, the current chairman of the board of Enlabs will serve as senior executive. Major shareholder Erlinghundra AB, which holds 19.7% of Enlabs, has agreed to invest EUR 15 million of the proceeds from the sale of its stake in Entain stock within four months of settlement. The shareholders of Enlabs including, Erlinghundra AB, Atletico Nordic B.V., TNGN Invest AB, Norrlandet Invest AB, Anders Tangen, Filip Andersson and Jan Ove Tangen, holding in aggregate around 42.2% of the total number of shares have undertaken to accept the offer. On January 17, 2021, Alta Fox Capital, Topline Capital and along with other minority shareholder of Enlabs rejected the deal and do not plan to tender any shares at current offer price of SEK 40 per share as they believe that this offer materially undervalues the company, represents a negligible premium of 1.1% to the pre-offer trading price, and had unusual circumstances. If Entain wants to acquire NLAB, a highly accretive and strategic asset, Entain must compensate NLAB shareholders for its excellent growth prospects as a standalone entity. Alta Fox believes the minimum fair price that would compensate shareholders is SEK 55 per share. As of March 22, 2021 Entain intends to initiate compulsory acquisition proceedings in respect of the Enlabs shares not tendered in the Offer. The Board of Directors of Enlabs has, at the request of Entain, has resolved to apply for a de-listing of Enlabs shares from Nasdaq First North Growth Market.

The transaction is subject to customary conditions including receipt of all necessary regulatory, governmental or similar clearances, approvals and decisions, including from competition authorities and gaming authorities; and the offer being accepted to such an extent that Entain becomes the owner of shares in Enlabs representing more than 90% of the total number of shares. The Offer is not subject to any financing condition. The independent bid committee of Enlabs has unanimously resolved to recommend the shareholders of Enlabs to accept the offer. Entain has filed applications to obtain the necessary approvals, it said, but due to the timing of the review process, it does not expect that all such approvals will have been received during the acceptance period ending February 18, 2021. As of March 9, 2021, the transaction has now received all the necessary approvals from relevant competition and gaming authorities. As of March 22, 2021 Entain, has surpassed the minimum tender requirement of 90% acceptance, all conditions for completion of the Offer have been satisfied and Entain therefore declares the Offer unconditional. The Board of Enlabs approved the transaction on May 18, 2021. The tender offer will commence on or around January 21, 2021 and expire on or about February 18, 2021. As of February 11, 2021, the offer period is extended to March 18, 2021. As of March 22, 2021, the acceptance period has been extended to April 1, 2021. The acquisition is expected to be earnings accretive in Entain's first full year of ownership.

Mangold Fondkommission AB (OM:MANG) acted as fairness opinion provider for the Independent Bid Committee of Enlabs. Lazard Ltd (NYSE:LAZ) acted as financial advisor for Entain. Mannheimer Swartling acted as legal advisers for Entain. Guntars Zle, Martin Simovart and Jesse Kivisaari of Cobalt acted as legal advisor to Entain. Carnegie Investment Bank AB (publ) acted as financial advisor to Enlabs. Fredrik Palm of Gernandt & Danielsson Advokatbyra acted as legal advisor to the Independent Bid Committee of Enlab. Roschier Advokatbyrå Ab acted as legal advisor to Enlabs AB.