Entain Plc (LSE : ENT) made a tender offer to acquire STS Holding S.A. (WSE:STH) from Fundacja Zbigniewa Juroszka Fundacja Rodzinna W Organizacji, MJ Foundation Fundacja Rodzinna W Organizacji and others for PLN 3.9 billion on June 13, 2023. Under the terms, Offer will be priced at PLN 24.80 per share in cash will be paid. Juroszek Foundations have made irrevocable undertakings to tender their 109,619,476 shares or 70% shareholding. Following the successful completion of the tender offer, the Juroszek Family Foundations ? which are controlled by Mateusz Juroszek and Zbigniew Juroszek ? will reinvest a proportion of the sold shares in STS Holding in return for an economic stake in Entain. Entain's cash component of the consideration will be funded through a non-pre-emptive equity placing of new ordinary shares conducted through an accelerated bookbuild launched today, and via a separate offer to retail investors via the Primary Bid platform. As of June 15, 2023. Entain has raised close to £600m. The remaining net proceeds around £150m will go towards funding. As of July 12, 2023, Entain has received antitrust approval from the President of the Office of Competition and Consumer Protection for its acquisition. The remaining condition of the Offer is to receive acceptances representing at least 50% of the shares in STS. The acceptance period for the Offer will commence on July 14, 2023 and is due to close in mid-August, with the closing of the transaction expected shortly thereafter. As of August 21, 2023, the Offer's acceptance period ended on 16 August 2023 and Entain is pleased to announce that the Offer has been accepted by STS shareholders holding in total 155,591,656 shares, corresponding to approximately 99.3% of the total issued share capital. The transaction is expected to be completed during the third quarter of 2023.

Laurence Hopkins of Morgan Stanley & Co. International plc acted as financial advisor and Ed Peel of Merrill Lynch International ("BofA Securities") acted as to Entain Plc. James Bole, Grzegorz Namiotkiewicz and Nicola Hemsley of Clifford Chance LLP and Freshfields Bruckhaus Deringer LLP are acting as legal advisers and Ernst & Young LLP served as Accountant. to Entain Plc. Oakvale Capital LLP and Marcin Studniarek, Philip Broke, Bartosz Smardzewski and Jakub Gubanski of White & Case LLP are acting as sole financial and legal advisers to STS and the Juroszek Foundations as part of the transaction.

Entain Plc (LSE : ENT) completed the acquisition of STS Holding S.A. (WSE:STH) from Fundacja Zbigniewa Juroszka Fundacja Rodzinna W Organizacji, MJ Foundation Fundacja Rodzinna W Organizacji and others on August 16, 2023. The Offer has been accepted by STS shareholders holding in total 155,591,656 shares, corresponding to approximately 99.3% of the total issued share capital. Entain intends to initiate compulsory acquisition proceedings in respect of those STS shares not tendered in the Offer, and commence the de-listing process from the Warsaw Stock Exchange.