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Allwin and Cohn Robbins Announce Decision on Proposed Business Combination

Allwin and Cohn Robbins Announce Decision on Proposed Business Combination

LUCERNE, Switzerland and WILMINGTON, Delaware, Sept. 24, 2022 (GLOBE NEWSWIRE) — Allwin AG (“Allwin” or the “Company”), a leading multinational lottery operator, and Kohn Robbins Holdings Corporation (NYSE: CRHC) ( “CRHC” or “Cohn Robbins”), a special purpose acquisition company, today announced that it has mutually agreed not to proceed with the previously proposed business combination.

Allwin, Europe’s largest lottery operator1, received strong indications of support at a recent meeting with investors, but the marketing period coincided with significant market volatility amid concerns over the inflation, interest rates and the possibility of a recession. Despite this, investors have pledged nearly $700 million to back the merger with Cohn Robbins.

After consideration, Allwyn and Cohn Robbins have jointly decided not to proceed with the transaction. Allwin remains committed to joining the public market in due course when conditions are more favorable and to expanding its business in the United States.

Robert Chavatal, Managing Director of Alwin Group, said: “Alwin has been encouraged by the response from many leading investors, demonstrating the attractiveness of our business to the investment community.

“However, due to prolonged and increasing market volatility, we and Kohn Robbins have decided not to proceed with the proposed business combination. We are grateful to the Company’s founders, Gary Cohn and Cliff Robbins, for their support of the past year and look forward to working with them again in the future.

“As demonstrated by our recent results, Allwyn is a very cash-generating business with a strong financial and operational platform to pursue its organic and inorganic growth strategies and invest in new opportunities. This includes the UK National Lottery, where we are set to become an operator in 2024. We continue to see sustainable and profitable growth and are excited about the many opportunities we see in the lottery business in Europe. mainland, UK and USA. United States and elsewhere.

The story continues

Gary D. Kohn and Clifton S. Robbins, Co-Founder and Co-Chairman of CRHC, said, “Our partnership with Alwin was announced in January and since then we have seen a pronounced negative turn in the psychology of the market. , and last week the market continued its strong negative trend this week. in 2020. It had its worst day since June. There’s much to be proud of in the lottery-led entertainment company that Karel Komárek and his teams at KKCG and Allwyn are building. Nevertheless, continued volatile and negative market conditions led to our mutual decision not to finalize the transaction with Allwin. We wish them much success in the future.

The HRCC Board of Directors will consider the next steps for HRCC in due course, including whether to seek another business combination. On September 7, 2022, shareholders of CRHC approved a first extension of the expiry date of CRHC to December 11, 2022.

About Allwyn
Allwyn is one of the world’s leading lottery operators. Allwyn creates lotteries that give back more to good causes by focusing on innovation, technology, efficiency and security in a growing casual gaming entertainment portfolio. A lottery-driven approach to focus on affordable recreational gaming has earned Allwin leading market positions with trusted brands across Europe in Austria, Czech Republic, Greece, Cyprus and Italy . Following a successful tender process earlier this year, Allwyn is set to become the UK National Lottery operator from February 2024.

About Cohn Robbins Holdings Corp.

Founded and listed on the NYSE in 2020, Cohn Robbins Holdings Corp. Its vice president is Gary D. Kohn and Clifton S. Robbins Mr. Cohn is a vice president of IBM and has more than 30 years of financial services experience in both the private and public sectors, having served as assistant to the president of United States for Economic Policy and, since January 2017, Director of the National Economic Council. April 2018, and as President, Chief Operating Officer and Director of The Goldman Sachs Group, Inc. from 2006 to 2016. Mr. Robbins has over 35 years of investment management experience, having been the founder and CEO of Blue Harbor Group from 2004 to 2020, managing member and general partner of global investor General Atlantic Partners from 2000 to 2004. Kohlberg Kravis Roberts & Co., where he worked from 1987 to 2000.

For more information:

For Alwyn

Media search:

Dana Dvorakova, Alwyn
[email protected]

Paul Darman, Braunschweig
[email protected] Or: +44 7973 522824

Nick Cosgrove, Brunswick
[email protected] Or: +44 7974 982306

For investor inquiries:
[email protected]
[email protected]

For Cohn Robbins

Adam Weiner, Aeropath Advisor
[email protected]
+1 212 596 7700

Caution Regarding Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 with respect to business combinations between CRHC and Allwyn, among other parties. “expect”, “estimate”, “project”, “budget”, “expect”, “estimate”, “want”, “plan”, “could”, “want”, “want”, “should” , “believe,” “predict”, “probable”, “continue”, “strategy”, “future”, “opportunity”, “will”, “appear”, “outlook”, “outlook” and similar expressions are intended . Identify these forward-looking statements. Forward-looking statements are predictions, estimates and other statements about future events that are based on current expectations and assumptions and, therefore, are subject to risks and uncertainties that could cause actual results to differ. actual results differ materially from anticipated results. These statements are based on various assumptions, identified or not in this press release. These forward-looking statements are provided for informational purposes only and are not intended to serve as, and should not be relied upon by, any investor as a guarantee, assurance, prediction or definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from estimates. These forward-looking statements include, but are not limited to, Allwin’s and CRHC’s expectations regarding the expected financial effects of the business combination, the satisfaction of the closing conditions of the business combination and the timing of completion of the business combination. companies. You should carefully consider the risks and uncertainties described in the “Risk Factors” section of the HRCC’s Registration Statement on Form S-1 (File No. 333-240277), Annual Report on Form 10-K, as amended from time to time, dated December 31, 2021. For the fiscal year ending in and subsequent quarterly reports on Form 10-Q, and registration statements filed by Allwin. These filings 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. Many of these factors are beyond the control of Allwyn and the HRCC and are difficult to predict. Actual future events may differ from the forward-looking statements contained herein due to a number of factors, including, but not limited to: (1) the outcome of any legal proceedings that may be brought against CRHC or Allwyn following the announcement of the combination business; (2) the inability to complete the Business Combination, including the inability to concurrently complete the Business Combination and the Private Placement of Common Shares or the inability to obtain CRHC Shareholder Approval ; (3) the risk that the business combination will not be completed by CRHC’s business combination deadline and the potential inability to obtain an extension of such deadline requested by CRHC; (4) failure to satisfy conditions to complete the business combination, including CRHC shareholder approval and satisfaction of minimum trust account amounts following any buyout by CRHC public shareholders; (5) the occurrence of any event, change or other circumstance which may terminate the Business Combination Agreement; (6) the risk that the completion of the business combination will disrupt current plans and operations; (7) failure to realize the anticipated benefits of a business combination, which may affect, among other things, competition, the ability of the combined business to expand and manage growth profitably, maintain relationships with customers and suppliers and to retain key employees. ; (8) costs related to business combinations; (9) changes in applicable laws or regulations; (10) the possibility that the combined company will be affected by other economic, business and/or competitive factors; (11) recession risks and changes in the regulatory landscape in the industries in which Allwin operates; (12) Allwin’s ability to obtain or retain any right or license to operate in any market in which Allwin operates or intends to operate in the future; (13) Allwin’s potential inability to raise additional capital necessary to pursue its business objectives or achieve other cost efficiencies; (14) the enforceability of Allwin’s intellectual property, including patents, and potential infringement of the intellectual property rights of others, cybersecurity risks, or potential data security breaches; and (15) other risks and uncertainties described in HRCC’s registration statement, annual report 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 subsequent quarterly reports on Form 10. -Registration Questions and Statements. Allwyn and CRHC caution that the above list of factors is not exclusive or exhaustive and that undue reliance should not be placed on forward-looking statements, which speak only as of the date made. Neither Allwyn nor CRHC guarantees that Allwyn or CRHC will meet their expectations. Except as required by applicable securities and other laws, neither Allwin nor CRHC undertakes or undertakes to publicly revise or update any forward-looking statements, whether as a result of new information, future developments or otherwise. .

Source: Cohn Robbins Holdings Corp.

1 is measured by gross gaming revenue

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