SGHC Limited completed the acquisition of Sports Entertainment Acquisition Corp. from a group of shareholders in a reverse merger transaction..
The transaction requires the approval of shareholders of Sports Entertainment Acquisition, the approval by the Malta Gaming Authority and the United Kingdom Gambling Commission of the 2020 Reorganization, the effectiveness of the Registration Statement, the reorganization having been effected, the approval of the listing of the NewCo Common Shares and NewCo Warrants on the New York Stock Exchange, SEAH, having Minimum Cash equaling at least $300 million, NewCo and SGHC must have delivered, among other things, the Amended and Restated Articles of Incorporation of NewCo, the Amended and Restated Registration Rights Agreement and the Lock-Up Agreements and other customary closing conditions. The Boards of Directors of SGHC and SEAH have unanimously approved this transaction. As of January 26, 2022, SGHC Limited has waived the minimum cash condition to be satisfied at the closing of the Business Combination, Special meeting of stockholders of Sports Entertainment Acquisition Corp will be held on December 22, 2021. The Board of Directors of SEAH has unanimously approved the transaction and unanimously recommends that the shareholders vote or give instructions to vote FOR the transaction. As of January 26, 2022, Sports Entertainment Acquisition Corporation Shareholders approved the Business Combination. The transaction is expected to close in the second half of 2021. As of January 26, 2022, the transaction is expected to close on January 27, 2022. As of November 16, 2021, outside date is March 31, 2022. As of January 4, 2022, Neal Menashe, Chief Executive Officer of Super Group, Richard Hasson, President & Chief Operating Officer of Super Group, and Eric Grubman, Chairman of the Board of Directors & Chief Financial Officer of Sports Entertainment Acquisition Corp., will participate in the 24th Annual Needham Virtual Growth Conference on January 13, 2022. The management will host investor meetings.
Oakvale Capital LLP acted as exclusive financial advisor while Justin Stock, Garth Osterman, Miguel Vega, David Peinsipp, Caitlin Breitenbruck, Russell Anderson, Wilber Barillas, Ann Bevitt, Harry Calkin, Michael Coburn, Amy Collins, Sharon Connaughton, Chris Coulter, Caitlin Courtney, Reshma David, Ross Eberly, Joshua Friedman, Anthony Haji, Paula Holland, Rick Jantz, Natasha Kaye, Claire Keast-Butler, Christopher Kimball, Kevin King, Alexander Lee, Eileen Marshall, Howard Morse, Juan Nascimbene, Aaron Pomeroy, Rebecca Ross, Stella Sarma, Leo Spicer-Phelps, Nicola Squire, Chris Stack, Edward Wang, Carly Weiss, David Wilson, Jessica Winn and Adriana Wirtz of Cooley LLP, Herzog Fox & Neeman, Saiber LLC and Wiggin LLP acted as lead legal advisors to Super Group in the transaction. Stephen Kotran of Goldman Sachs & Co. LLC. and PJT Partners acted as financial advisors to SEAH. Carl Marcellino, Paul Tropp, Rachel Phillips, Elaine Murphy, Andrew Howard, Rohan Massey, Edward McNicholas, Renata Ferrarim, iran Sharma and Elizabeth Todd of Ropes and Gray acted as lead legal advisors to SEAC. Dennis M.P. Ehling and Stephen D. Schrier of Blank Rome and David Zeffman, Anna Soilleux-Mills, Tamsin Blow, Laura Bilinski, Laura Cairns, Emily Sheard and Alex Askew of CMS also assisted with legal advice to SEAH. Tim Clipstone and James Dickinson of Ogier's Guernsey corporate team and Peter Czegledy, Angela Swan and Lynn Tay of Aird & Berlis LLP acted as legal advisors to SEAH. Continental Stock Transfer & Trust Company acted as transfer agent to SEAC. Okapi Partners LLC acted as information agent to SEAC.
SGHC Limited completed the acquisition of Sports Entertainment Acquisition Corp. (NYSE:SEAH) from a group of shareholders in a reverse merger transaction on January 27, 2022. Beginning on January 28, 2022, Super Group's ordinary shares and public warrants are expected to begin trading on the New York Stock Exchange (NYSE) under the ticker symbol SGHC and SGHC WS, respectively.