Cohn Robbins Holdings Corp. Comments on Allwyn Entertainment Being Named the Preferred Applicant for the UK's Fourth National Lottery License

WILMINGTON, Del., March 16, 2022 /PRNewswire/ -- Cohn Robbins Holding Corp. (NYSE: CRHC), which has entered into a merger agreement with Allwyn Entertainment, issued the following comment from its co-chairmen, Gary D. Cohn and Clifton S. Robbins, regarding the decision published yesterday by the United Kingdom's Gambling Commission naming Allwyn's UK business, Allwyn Entertainment Ltd., as the Preferred Applicant for the UK's fourth National Lottery license, following a competitive process:

"We congratulate our partners, led by Board Chairman Karel Komárek and CEO Robert Chvatal, along with the UK team led by Sir Keith Mills, on this tremendous accomplishment and milestone in Allwyn's journey to become the global leader in managing lotteries. The UK National Lottery is one of the largest in the world and we are very pleased that Allwyn Entertainment Ltd.'s proposal was judged to be the best way of growing returns to good causes," said Gary D. Cohn and Clifton S. Robbins, Co-Founders and Co-Chairmen of Cohn Robbins Holdings Corp.

A positive outcome for Allwyn's UK business in the tender for the UK's fourth National Lottery license was not part of Cohn Robbins' financial forecasts in evaluating and entering into the transaction with Allwyn.

"We remain strongly supportive of Allwyn's goal to continue to expand into new markets including the UK, Western Europe and the United States," added Messrs. Cohn and Robbins.

According to information published publicly today by the UK Gambling Commission, the current third National Lottery license is due to expire in 2024. Following a legal standstill period of at least 10 days beginning yesterday, a 22-month transition period will proceed toward the fourth license, which has a fixed 10-year term.

Allwyn Entertainment, the new group-wide brand for SAZKA Entertainment AG, is a lottery, entertainment, and digital gaming operator, with trusted brands delivering over €16bn in wagers.  Allwyn is one of Europe's largest and fastest growing lottery companies and its strong performance across its markets is helping to fund good causes in Austria, the Czech Republic, Greece, Cyprus and Italy.

About Cohn Robbins Holdings Corp.Founded and listed on the NYSE in 2020, Cohn Robbins Holdings Corp. is Co-Chaired by Gary D. Cohn and Clifton S. Robbins.  Mr. Cohn is Vice Chairman of IBM and has more than 30 years of financial services experience spanning the private and public sectors, having served as Assistant to the President of the United States for Economic Policy and Director of the National Economic Council from January 2017 until April 2018, and as President, Chief Operating Officer and a director of The Goldman Sachs Group, Inc. from 2006-2016.  Mr. Robbins has more than 35 years of investment management experience, including as Founder and Chief Executive Officer of Blue Harbour Group from 2004-2020, a Managing Member of global growth investor General Atlantic Partners from 2000-2004, and as a General Partner of Kohlberg Kravis Roberts & Co. ("KKR") where he worked from 1987-2000.

Forward-Looking StatementsThis communication includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995 with respect to the proposed business combination between CRHC and the Company (the "Business Combination"). Words such as "expect," "estimate," "project," "budget," "forecast," "anticipate," "intend," "plan," "may," "will," "could," "should," "believe," "predict," "potential," "continue," "strategy," "future," "opportunity," "would," "seem," "seek," "outlook" and similar expressions are intended to identify such forward-looking statements.  Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties that could cause the actual results to differ materially from the expected results.  These statements are based on various assumptions, whether or not identified in this communication.  These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by an investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability.  Actual events and circumstances are difficult or impossible to predict and will differ from assumptions.  These forward-looking statements include, without limitation, the Company's and CRHC's expectations with respect to anticipated financial impacts of the Business Combination, the satisfaction of closing conditions to the Business Combination, and the timing of the completion of the Business Combination.  You should carefully consider the risks and uncertainties described in the "Risk Factors" section of CRHC's registration statement on Form S-1 (File No. 333-240277), its Annual Report on Form 10-K, as amended from time to time, for the fiscal year ended December 31, 2020and its subsequent Quarterly Reports on Form 10-Q.   In addition, there will be risks and uncertainties described in the Form F-4 and other documents filed by Allwyn Entertainment AG, a Swiss stock corporation (Aktiengesellschaft) ("Swiss NewCo"), and CRHC from time to time with the SEC.  These filings would identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements.  Most of these factors are outside the Company's and CRHC's control and are difficult to predict.  Many factors could cause actual future events to differ from the forward-looking statements in this communication, including but not limited to: (1) the outcome of any legal proceedings that may be instituted against CRHC or the Company following the announcement of the Business Combination; (2) the inability to complete the Business Combination, including due to the inability to concurrently close the Business Combination and the private placement of common stock or due to failure to obtain approval of the CRHC stockholders; (3) the risk that the transaction may not be completed by CRHC's business combination deadline and the potential failure to obtain an extension of the Business Combination deadline if sought by CRHC; (4) the failure to satisfy the conditions to the consummation of the transaction, including the approval by the CRHC stockholders, the satisfaction of the minimum trust account amount following any redemptions by CRHC's public stockholders and the receipt of certain governmental and regulatory approvals; (5) delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory approvals or complete regulatory reviews required to complete the Business Combination; (6) the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive agreement relating to the Business Combination ("Business Combination Agreement"); (7) volatility in the price of CRHC's securities; (8) the risk that the Business Combination disrupts current plans and operations as a result of the announcement and consummation of the Business Combination; (9) the inability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain key employees; (10) costs related to the Business Combination; (11) changes in the applicable laws or regulations; (12) the possibility that the combined company may be adversely affected by other economic, business, and/or competitive factors; (13) the risk of downturns and a changing regulatory landscape in the industry in which the Company operates; (14) the impact of the global COVID-19 pandemic; (15) the Company's ability to obtain or maintain rights or licenses to operate in any market in which the Company  operates; (16) the potential inability of the Company to raise additional capital needed to pursue its business objectives or to achieve efficiencies regarding other costs; (17) the enforceability of the Company's intellectual property, including its patents, and the potential infringement on the intellectual property rights of others, cyber security risks or potential breaches of data security; and (18) other risks and uncertainties described in CRHC's registration statement on Form S-1 and Annual Report on Form 10-K, as amended from time to time, for the fiscal year ended December 31, 2020 and its subsequent Quarterly Reports on Form 10-Q.  These risks and uncertainties may be amplified by the COVID-19 pandemic, which has caused significant economic uncertainty.  The Company and CRHC caution that the foregoing list of factors is not exclusive or exhaustive and not to place undue reliance upon any forward-looking statements, including projections, which speak only as of the date made.  None of the Company or CRHC gives any assurance that the Company or CRHC will achieve its expectations.  None of the Company or CRHC undertakes or accepts any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, or should circumstances change, except as otherwise required by securities and other applicable laws.

ProjectionsThis communication contains financial forecasts for the Company with respect to certain financial results. Neither CRHC's nor the Company's independent auditors have audited, studied, reviewed, compiled or performed any procedures with respect to the projections for the purpose of their inclusion in this communication, and accordingly, they did not express an opinion or provide any other form of assurance with respect thereto for the purpose of this communication. These projections are forward-looking statements and should not be relied upon as being necessarily indicative of future results. The assumptions and estimates underlying the prospective financial information are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information. Accordingly, there can be no assurance that the prospective results are indicative of the future performance of the Company or that actual results will not differ materially from those presented in the prospective financial information.  Inclusion of the prospective financial information in this communication should not be regarded as a representation by any person that the results contained in the prospective financial information will be achieved.

Additional Information about the Business Combination and Where to Find It Additional information about the proposed business combination, including a copy of the Business Combination Agreement and investor presentation, will be provided in a Current Report on Form 8-K (the "Form 8-K") to be filed by CRHC with the SEC. Allwyn Entertainment AG, a newly formed subsidiary of the Company, will file a registration statement on Form F-4 (the "Form F-4") with the SEC.  The Form F-4 will include a proxy statement of CRHC and a prospectus of Allwyn Entertainment AG.  The Form F-4 will be sent to each of CRHC's shareholders, and Allwyn Entertainment AG and CRHC will file other relevant materials with the SEC in connection with the proposed business combination.  Copies of the Form 8-K, the Form F-4 and all other relevant materials filed or that will be filed with the SEC will be available at www.sec.gov. 

Participants in the SolicitationCRHC, the Company and Swiss NewCo and their respective directors and executive officers, under SEC rules, may be deemed to be participants in the solicitation of proxies of CRHC stockholders in connection with the Business Combination.  Investors and security holders may obtain more detailed information regarding the names and interests in the Business Combination of CRHCs' directors and officers in CRHC's filings with the SEC, including CRHC's registration statement on Form S-1, which was originally filed with the SEC on July 31, 2020.  To the extent that holdings of CRHC's securities have changed from the amounts reported in CRHC's registration statement on Form S-1, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to CRHC stockholders in connection with the Business Combination will be included in the proxy statement/prospectus relating to the Business Combination when it becomes available.  You may obtain free copies of these documents as described in the preceding paragraph. 

No Offer and Non-SolicitationThis communication shall not constitute a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination. This communication shall also not constitute an offer to sell or a solicitation of an offer to buy any securities of CRHC or Company, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

ContactsFor media inquiries: Adam Weiner Arrowpath Advisors for Cohn Robbins Holdings Corp.[email protected] +1 212 596 7700

For investor inquiries:Ryan Lawrence, ICR[email protected]

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SOURCE Cohn Robbins Holdings Corp.