La Française des Jeux Société anonyme (ENXTPA:FDJ) made an offer to acquire Kindred Group plc (OM:KIND SDB) from the group of shareholders for SEK 28 billion on January 22, 2024. The offer price per share is SEK 130. Transaction financed via cash-on-hand and acquisition bridge loan. The offer is subject to Offer being accepted to such an extent that FDJ becomes the owner of shares in Kindred representing more than 90 per cent of the total number of shares in Kindred, the receipt of all regulatory, governmental or similar clearances, approvals and decisions that are necessary for the Offer. The Kindred Board therefore unanimously recommends the shareholders of Kindred to accept the Offer. The acceptance period for the Offer is expected to commence on or around February 20, 2024 and expire on or around November 19, 2024. The offeror will go for squeeze out if threshold of 90% has achieved. Accretive impact on growth Enhanced GGR growth, EBITDA growth and FCF growth, Accretive impact on margin profile Higher pro forma EBITDA margin and FCF conversion maintained >80% and Accretive impact on earnings per share Starting from year 1 post integration. As of February 19, 2024, Swedish Financial Supervisory Authority (SFSA) today approved the "offer document" for Kindred Group Plc. This offer will be launched on February 20, 2024 for a maximum period of 39 weeks. As of March 15, 2024, Kindred's shareholders approved this amendment to the bylaws during an Extraordinary General Meeting. Kindred?s bylaws to allow for the implementation of a squeeze-out procedure in the event that FDJ acquires at least 90% of Kindred?s capital.

PJT Partners (UK) Limited, Morgan Stanley & Co. International plc and Canaccord Genuity Limited are financial advisors and Johan Thiman, Henrik Wireklint, Jeremie Marthan, Orion Berg, Alexandre Jaurett, Nathalie Negre Eveillard, Tilman Kuhn, Thilo Wienke, David Johansen and Denise Cerasani of White & Case is legal advisor to Kindred in connection with the Offer. Jefferies GmbH provided the fairness opinion to Kindred board. FDJ has retained Goldman Sachs Bank Europe SE, Succursale de Paris, and Valens Partners SAS as financial advisors and Hervé Pisani, Arnaud Mouton, Sebastian Fain, Stéphanie Corbière, James Duncan, Greg Kahn, Vincent Daniel-Mayeur and Thomas Métayer of Freshfields Bruckhaus Deringer LLP, David Andersson, Erik Sjöman, Louise Brorsson Salomon and Helena Göransson of Advokatfirman Vinge KB and Mayer Brown Selas as legal advisors in connection with the Offer.