Possible offer for Entain plc
Possible offer (the “Offer”) by DraftKings Inc. (“DraftKings”) for Entain plc (“Entain”).
THIS AREA OF THE WEBSITE (“MICROSITE”) CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (THE “INFORMATION”) PUBLISHED BY DRAFTKINGS AND/OR ENTAIN RELATING TO THE OFFER IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS (THE “CODE”).
THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.
IF YOU ARE NOT PERMITTED TO VIEW THE INFORMATION, OR VIEWING THE INFORMATION WOULD RESULT IN A BREACH OF THE ABOVE, OR YOU ARE IN ANY DOUBT AS TO WHETHER YOU ARE PERMITTED TO VIEW THE INFORMATION, PLEASE EXIT THIS MICROSITE.
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The Information is not for release, publication or distribution in whole or in part, directly or indirectly, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of that jurisdiction, and the availability of the Information to shareholders may be affected by the laws of relevant jurisdictions. The availability of the Information to persons who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable regulatory and legal requirements.
The Information is not intended to and does not constitute an offer to buy or the solicitation of an offer to subscribe for or sell or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
This Microsite contains Information that has been prepared for the purposes of complying with English law and the Code and the Information disclosed may not be the same as that which would have been disclosed if this Information had been prepared in accordance with the laws and regulations of any jurisdiction outside of England and Wales.
Important Information for US Investors
In the event that DraftKings enters into any transaction with respect to Entain (a “Transaction”), DraftKings may be required to file certain relevant documents with the U.S. Securities and Exchange Commission (the “SEC”). Such documents, however, are not currently available. INVESTORS ARE URGED TO READ ANY DOCUMENTS REGARDING A TRANSACTION IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors will be able to obtain a free copy of such filings without charge, at the SEC’s website (http://www.sec.gov) once such documents are filed with the SEC.
No securities to be issued in connection with a Transaction have been registered under U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), and no securities will be offered or sold in the United States in connection with a Transaction unless pursuant to registration under the U.S. Securities Act or pursuant to an applicable exemption from the registration requirements of the U.S. Securities Act. A Transaction involving a scheme of arrangement may involve the issuance of securities in reliance upon the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof, and would be subject to local disclosure requirements (which disclosure requirements would be different from those of the United States). A Transaction involving a tender offer would be subject to applicable rules under the U.S. Securities Exchange Act of 1934, as amended (the U.S. Exchange Act”), including any applicable exemptions provided under Rule 14d-1(d) thereunder.
Forward Looking Statements
The Information may contain statements that are forward looking statements, including those that are within the meaning of Section 21E of the Exchange Act and the Private Securities Litigation Reform Act of 1995. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will ", "should", "could", "would", "may", "anticipates", "estimates", "synergy", "cost-saving", "projects", "goal" or "strategy" or, words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements include, without limitation, statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies, plans and focus, (iii) future plans for DraftKings’ or Entains’ growth , (iv) the potential impact of a Transaction on DraftKings’ or Entain's operations; and (v) the effects of regulatory review or government regulation on a Transaction, the business of DraftKings or the business of Entain.
The foregoing list of factors is not exclusive. These forward looking statements are not guarantees of future financial performance and they have not been reviewed by the auditors of DraftKings (or its affiliates) or Entain. Such forward looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions.
Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date hereof. All subsequent oral or written forward looking statements attributable to DraftKings or any of its affiliates, or the directors, officers or employees of any of the foregoing, or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. DraftKings disclaims any obligation on the part of it or its affiliates to update any forward looking or other statements contained herein, except as required by applicable law.
Unless expressly stated otherwise, no statement contained or referred to in this Microsite is intended to be a profit forecast.
In relation to any materials connected with the Offer accessible on this Microsite, please note any statement of responsibility contained therein.
The documents included in this Microsite issued or published by DraftKings speak only at the specified date of the relevant document and DraftKings has, and accepts, no responsibility or duty to update or revise such documents.
Save as expressly set out in any document contained in this Microsite, neither DraftKings, nor its directors, officers, employees, agents, representatives or advisers, is or shall be responsible for or accepts any liability in respect of any information contained on this Microsite or any other website which may be linked to this Microsite by a third party.
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