DEFM14A 1 d311340ddefm14a.htm DEFM14A DEFM14A
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

Information Required in Proxy Statement

Schedule 14A Information

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant  ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

 

  Preliminary Proxy Statement
  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
  Definitive Proxy Statement
  Definitive Additional Materials
  Soliciting Material Pursuant to §240.14a-12

Cohn Robbins Holdings Corp.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

 

  No fee required.
  Fee paid previously with preliminary materials.
  Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

 

 

 

 


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LETTER TO SHAREHOLDERS OF COHN ROBBINS HOLDINGS CORP.

Cohn Robbins Holdings Corp.

1000 N. West Street, Suite 1200

Wilmington, DE 19801

 

 

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF COHN ROBBINS HOLDINGS CORP.

AND

PROSPECTUS FOR 106,837,600 CLASS B ORDINARY SHARES, 39,056,790 WARRANTS AND 51,013,333 CLASS B ORDINARY SHARES UNDERLYING WARRANTS, IN EACH CASE, OF ALLWYN ENTERTAINMENT AG

Dear Cohn Robbins Shareholder:

You are cordially invited to attend an extraordinary general meeting, in lieu of the 2022 annual meeting of Cohn Robbins’ shareholders, (the “General Meeting”) of the shareholders of Cohn Robbins Holdings Corp., a Cayman Islands exempted company (“Cohn Robbins”), which will be held on September 7, 2022 at 9:30 a.m., New York City time, at the offices of Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”), located at One Manhattan West, New York, New York 10001, and via a live webcast at www.cstproxy.com/cohnrobbins/2022, or at such other time, on such other date and at such other place to which the meeting may be adjourned. To attend the meeting virtually please visit www.cstproxy.com/cohnrobbins/2022 and use a control number assigned by Continental Stock Transfer & Trust Company. To register and receive access to the virtual meeting, registered stockholders and beneficial stockholders (i.e., those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in this proxy statement/prospectus.

On January 20, 2022, Cohn Robbins, SAZKA Entertainment AG, a Swiss stock corporation (Aktiengesellschaft) (“SAZKA Entertainment” or the “Company”), Allwyn Entertainment AG, a Swiss stock corporation (Aktiengesellschaft) (“Swiss NewCo”), Allwyn US HoldCo, a Delaware limited liability company and a direct, wholly owned subsidiary of Swiss NewCo (“US HoldCo”), and Allwyn Sub LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of US HoldCo (“DE Merger Sub”), entered into a Business Combination Agreement (as it may be amended from time to time, the “Business Combination Agreement”), attached hereto as Annex A, pursuant to which, among other things, shareholders of each of Cohn Robbins and SAZKA Entertainment will exchange their securities in those entities for securities of Swiss NewCo. To effectuate the Business Combination and related transactions contemplated by the Business Combination Agreement (and described therein), among other things and subject to the terms and conditions therein, the Business Combination Agreement provides that:

 

  i.

KKCG (as defined below) will transfer all the Company Common Stock (as defined below), and the PIPE Investors will transfer the PIPE Investment Amount (each as defined below), to the Exchange Agent (as defined below);

 

  ii.

Cohn Robbins will be merged with and into DE Merger Sub, the separate corporate existence of Cohn Robbins will cease and DE Merger Sub will be the surviving corporation and a wholly owned subsidiary of US HoldCo (the “SPAC Merger,” and the time at which the SPAC Merger becomes effective, the “Merger Effective Time”);

 

  iii.

at the Merger Effective Time, (a) each share of Class A common stock, par value $0.0001 per share, of Cohn Robbins (“Cohn Robbins Class A Shares”) issued and outstanding immediately prior to the Merger Effective Time will automatically be cancelled and cease to exist in exchange for the right to receive the number of newly issued Class B ordinary shares, nominal value CHF 0.04 per share, of Swiss NewCo (“Swiss NewCo Class B Shares”) equal to the lower of: (1) 1.4; and (2)(y)(A) the Post-Redemption Acquiror Share Number (as defined below), plus (B) 6,624,000 (representing the bonus Cohn Robbins Class A Shares available to


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  non-redeeming Cohn Robbins shareholders), divided by (z) the Post-Redemption Acquiror Share Number (the lower of (1) and (2), the “Class B Exchange Ratio,” and such shares to be received pursuant to this clause (a), the “Merger Consideration”); and (b) Swiss NewCo will issue a right to acquire Swiss NewCo Class B Shares in exchange for each warrant to acquire Cohn Robbins Class A Shares, issued in Cohn Robbins’ initial public offering at an initial exercise price of $11.50 per share (“Cohn Robbins Public Warrants”), to be transferred immediately to holders of Cohn Robbins Public Warrants as may be adjusted pursuant to the Warrant Agreement (as defined below);

 

  iv.

in connection with the SPAC Merger, US HoldCo will issue membership interests to the Exchange Agent, acting in its own name but for the account of Cohn Robbins, and the Exchange Agent will contribute such membership interests of US HoldCo to Swiss NewCo in exchange for (a) the Merger Consideration, (b) 2,015,069,102 Swiss NewCo Class A ordinary shares, nominal value CHF 0.01 per share (“Swiss NewCo Class A Shares”) which, on a given economic investment, provides for higher voting power (relative to their economic power) to KKCG AG, a Swiss stock corporation (“KKCG”), the majority shareholder of SAZKA Entertainment (which is anticipated to hold approximately 92.6% of the voting power of Swiss NewCo (assuming no Cohn Robbins Class A Shares are redeemed) and 82.2% of the voting power of Swiss NewCo (assuming 33,125,487 Cohn Robbins Class A Shares are redeemed, the maximum amount of redemptions such that the Available Cohn Robbins Cash Condition (as defined below) is still met), and, in each case, is therefore able to control matters submitted to a general meeting of SwissNewCo’s shareholders for so long as KKCG holds the voting power of Swiss NewCo above a supermajority and 185,000,000 Swiss NewCo Class B Shares (which includes 30,000,000 Swiss NewCo Class B Shares subject to certain vesting and forfeiture provisions (such shares, the “KKCG Earn Out Shares”, and all shares described in this clause (b), the “Exchange Share Consideration”), and (c) 35,700,000 Swiss NewCo Class B Shares, of which 30,300,000 are subject to adjustment upwards by the Class B Exchange Ratio;

 

  v.

following its receipt of such shares (as described above), the Exchange Agent will distribute the Merger Consideration to non-redeeming Cohn Robbins shareholders participating in the Business Combination (such distribution, the “Merger Share Distribution”), after which DE Merger Sub will liquidate its assets to US HoldCo and, following such liquidation, US HoldCo will liquidate its assets to Swiss NewCo (together, with the liquidation of DE Merger Sub, the “Liquidations”); and

 

  vi.

following the Merger Share Distribution and the Liquidations, the Exchange Agent will (a) contribute 10,010,000 ordinary registered shares of SAZKA Entertainment (which represents all of the outstanding ordinary registered shares of SAZKA Entertainment) (the “Acquisition Transfer”) and the PIPE Investment Amount to Swiss NewCo as an equity contribution into the capital contribution reserves of Swiss NewCo, and (b) deliver (x) to KKCG, the Exchange Share Consideration (which does not include the 10,000,000 Swiss NewCo Class A Shares already held by KKCG) and the KKCG Cash Consideration (as defined below), and (y) to the PIPE Investors, the PIPE Subscribed Shares (as defined below).

At or substantially concurrently with the Closing Date (as defined below), Swiss NewCo will distribute the Available Cohn Robbins Cash (as defined below) in the following order of priority: (i) first, to pay certain transaction expenses of Cohn Robbins and SAZKA Entertainment (the “Transaction Expenses”), (ii) second, paid to Primrose Holdings (Lux) S.à r.l (“Primrose”) the Primrose Cash Distribution (as defined below), (iii) third, paid to KKCG, as the KKCG Cash Consideration, up to and until the sum of distributions made pursuant to clauses (i), (ii) and (iii) is equal to $850 million, (iv) fourth, to be retained on the balance sheet of Swiss NewCo as primary proceeds up to and until the amount retained pursuant to this clause (iv) is equal to the product of (a) $850 million less the Transaction Expenses payable in clause (i) (the “Net Minimum Cash”), multiplied by (b) the fraction 3/2, (c) less the Net Minimum Cash and (v) fifth, one-third of any remaining amount shall be retained on the balance sheet of Swiss NewCo as additional primary proceeds and two-thirds shall be distributed to KKCG (the aggregate amount of the payments made to KKCG pursuant to clauses (iii) and (v), the “KKCG Cash Consideration”). For illustrative purposes, if the Transaction Expenses were equal to $100,000,000, the KKCG Cash Consideration would be equal to approximately $750,000,000 whether no Cohn Robbins Class A Shares are redeemed or the maximum number of Cohn Robbins Class A Shares are redeemed.


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In connection with the foregoing and concurrently with the execution of the Business Combination Agreement, Cohn Robbins and Swiss NewCo entered into subscription agreements (the “Subscription Agreements”) with certain third-party investors (each, a “Third-Party PIPE Investor”) and Cohn Robbins Sponsor LLC, a Delaware limited liability company (the “Cohn Robbins Sponsor”) (together with the Third-Party PIPE Investors, the “PIPE Investors”), pursuant to which such PIPE Investors agreed to purchase from Swiss NewCo, severally and not jointly, and Swiss NewCo agreed to issue and sell to such PIPE Investors, a number of Swiss NewCo Class B Shares (the “PIPE Subscribed Shares”) equal to (x) an aggregate amount of Base Shares (as defined in the Subscription Agreements) purchased at $10.00 per share, multiplied by (y)(i) in the case of the Third-Party PIPE Investors, the Class B Exchange Ratio (between 1.08 and 1.40 depending on the number of redemptions) and (ii) in the case of the Cohn Robbins Sponsor, 1.08, for aggregate gross proceeds of $353 million, in private placements to be issued substantially concurrently with the closing of the Business Combination (the “PIPE Financing”). The Swiss NewCo Class B Shares to be issued pursuant to the Subscription Agreements have not been registered under the Securities Act, in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act (as defined below). Swiss NewCo will grant the Third-Party PIPE Investors certain customary registration rights in connection with the PIPE Financing, including demand and piggyback rights for any large Third-Party PIPE Investors that satisfy the ownership thresholds set forth in their respective Subscription Agreements. The PIPE Financing is contingent upon, among other things, the Closing (as defined below) of the Business Combination.

In connection with their entry into the Business Combination Agreement, SAZKA Entertainment, Cohn Robbins and Swiss NewCo entered into an agreement (the “Sponsor Agreement”), attached hereto as Annex C, with the Cohn Robbins Sponsor and the directors of Cohn Robbins holding Founder Shares (as defined below) (the “Cohn Robbins Initial Shareholders”), pursuant to which, among other things, the Cohn Robbins Sponsor and each Cohn Robbins Initial Shareholder has agreed that, immediately prior to the consummation of the SPAC Merger, the Cohn Robbins Sponsor and the Cohn Robbins Initial Shareholders shall contribute, transfer, assign, convey and deliver to Cohn Robbins all of such Cohn Robbins Sponsor’s or Cohn Robbins Initial Shareholders’ right, title and interest in, to and under such Cohn Robbins Sponsor’s or Cohn Robbins Initial Shareholders’ Cohn Robbins Class B common stock, par value $0.0001 per share (“Cohn Robbins Class B Shares”), in exchange for Cohn Robbins Class A Shares (the “Founder Recapitalization”). In connection with the Founder Recapitalization, (i) all 20,540,000 outstanding Cohn Robbins Class B Shares held by the Cohn Robbins Sponsor shall be exchanged and converted into the number of Cohn Robbins Class A Shares equal to (x) 17,253,600, divided by (y) the Class B Exchange Ratio and (ii) all 160,000 outstanding Cohn Robbins Class B Shares held by Anne Sheehan, C. Robert Kidder, Alexander T. Robertson and Kathryn A. Hall (the “Independent Directors”) shall be exchanged and converted into the number of Cohn Robbins Class A Shares equal to (x) 160,000, divided by (y) the Class B Exchange Ratio. Under the Sponsor Agreement, the Cohn Robbins Sponsor has agreed, among other things, that, (i) immediately prior to the consummation of the SPAC Merger, the Cohn Robbins Sponsor shall automatically irrevocably surrender and forfeit to Cohn Robbins for no consideration, as a contribution to capital, a certain number of Cohn Robbins Warrants, (as defined below) as set forth therein and (ii) the Swiss NewCo Class B Shares held by the Cohn Robbins Sponsor will be subject to certain vesting and lock-up terms as set forth therein.

Additionally, in connection with their entry into the Business Combination Agreement, SAZKA Entertainment, Cohn Robbins, the Cohn Robbins Sponsor, Clifton S. Robbins, Gary D. Cohn, Charles S. Kwon, Anne Sheehan, C. Robert Kidder, Alexander T. Robertson and Kathryn A. Hall (such individuals, together with the Cohn Robbins Sponsor, the “Sponsor Parties”), and Swiss NewCo entered into a Sponsor Support Agreement (the “Sponsor Support Agreement”), attached hereto as Annex B, pursuant to which, among other things, the Cohn Robbins Initial Shareholders each agreed (i) to vote in favor of the Business Combination Agreement and the transactions contemplated thereby, subject to the terms and conditions contemplated by the Sponsor Support Agreement and (ii) to be bound by certain transfer restrictions with respect to the Cohn Robbins Ordinary Shares held by them.

At the General Meeting, Cohn Robbins’ shareholders will be asked to consider and vote upon a proposal, as a special resolution, to approve the Business Combination Agreement, and the transactions contemplated thereby (including, for the avoidance of doubt, Cohn Robbins’ merger with DE Merger Sub pursuant to a plan of merger,


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attached hereto as Annex I, by and between Cohn Robbins and DE Merger Sub required to be filed with the Cayman Registrar of Companies by the Companies Act (the “Plan of Merger”)) (the “Business Combination Proposal” or “Proposal No. 1”).

Cohn Robbins’ shareholders are also being asked to consider and vote upon a proposal, as an ordinary resolution, to adjourn the General Meeting to a later date or dates to the extent reasonable (i) to ensure that any supplement or amendment to this proxy statement/prospectus is provided to Cohn Robbins’ shareholders, (ii) in order to solicit additional proxies from Cohn Robbins’ shareholders in favor of the Business Combination Proposal, (iii) if Cohn Robbins’ shareholders redeem an amount of Cohn Robbins Class A Shares such that the Available Cohn Robbins Cash Condition would not be satisfied or (iv) in order to solicit additional proxies in order to consummate the transactions contemplated by, or for any other reason in connection with, the Business Combination Agreement (the “Adjournment Proposal” or “Proposal No. 2”).

Each of Proposal No. 1 and Proposal No. 2 is more fully described in this proxy statement/prospectus, which each shareholder is encouraged to read carefully.

The Cohn Robbins Class A Shares, Cohn Robbins Public Units (as defined below) and Cohn Robbins Public Warrants are currently listed on the NYSE under the symbols “CRHC,” “CRHC.U” and “CRHC.WS,” respectively. Upon the Closing of the Business Combination, Cohn Robbins’ securities will be delisted from the NYSE (as defined below). Swiss NewCo intends to apply to list the Swiss NewCo Class B Shares and Swiss NewCo Public Warrants (as defined below) on the NYSE under the symbols “ALWN” and “ALWN.WS,” respectively, upon the Closing of the Business Combination.

With respect to Cohn Robbins and the holders of the Cohn Robbins Ordinary Shares, this proxy statement/prospectus serves as a:

 

   

proxy statement for the General Meeting of Cohn Robbins’ shareholders being held on September 7, 2022, where Cohn Robbins’ shareholders will vote on, among other things, a proposal to approve the Business Combination Agreement and the transactions contemplated thereby, including the Business Combination; and

 

   

prospectus for the Swiss NewCo Class B Shares and Swiss NewCo Public Warrants that will be issued in connection with the Business Combination.

Pursuant to the Cohn Robbins amended and restated memorandum and articles of association, Cohn Robbins is providing its public shareholders with the opportunity to redeem, upon the Closing of the Business Combination, any Cohn Robbins Class A Shares then held by them for cash equal to each Cohn Robbins shareholder’s respective pro rata share of the aggregate amount on deposit (as of two (2) business days prior to the Closing of the Business Combination) in the Trust Account (as defined below) that holds the proceeds (including interest accrued thereon, which shall be net of taxes payable) of Cohn Robbins’ initial public offering and certain of the proceeds of the sale of the Private Placement Warrants (as defined below). Redemptions referred to herein shall take effect as repurchases under the Cohn Robbins amended and restated memorandum and articles of association. The per-share amount Cohn Robbins will distribute to shareholders who properly redeem their Cohn Robbins Class A Shares will not be reduced by the aggregate deferred underwriting fee of approximately $29.0 million that Cohn Robbins will pay to the underwriters of Cohn Robbins’ initial public offering or the Transaction Expenses (as defined below). For illustrative purposes, based on the fair value of marketable securities held in the Trust Account of approximately $829.1 million as of June 30, 2022, the estimated per Cohn Robbins Class A Share redemption price would have been approximately $10.01. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to the Transfer Agent in order to validly redeem its shares. Public shareholders may elect to redeem their shares even if they vote for the Business Combination Proposal. A public shareholder, together with any of its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act (as defined below)), will be restricted from redeeming in the aggregate its shares or, if part of such a group, the group’s shares, in excess of 15% of the outstanding Cohn Robbins Class A Shares (i.e., in excess of 12,420,000 Cohn Robbins Class A Shares). Cohn Robbins has no specified maximum


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redemption threshold under its amended and restated memorandum and articles of association, other than the aforementioned 15% threshold. Each redemption of Cohn Robbins Class A Shares by Cohn Robbins’ public shareholders will reduce the amount in the Trust Account.

The conditions to Closing in the Business Combination Agreement are for the sole benefit of the parties thereto and may be waived by such parties. The Business Combination Agreement provides that SAZKA Entertainment’s obligation to consummate the Business Combination is conditioned on the amount of cash in the Trust Account (net of the Cash Redemption Amount (as defined below)) together with the proceeds from the PIPE Financing (or other financing in connection with the SPAC Merger and the Acquisition Transfer) (prior to any payment of any deferred underwriting commissions being held in the Trust Account or any unpaid transaction expenses of SAZKA Entertainment and Cohn Robbins) being equal to or greater than $850 million (such amount, the “Available Cohn Robbins Cash,” and such condition, the “Available Cohn Robbins Cash Condition”). If, as a result of redemptions of Cohn Robbins Class A Shares by Cohn Robbins’ public shareholders, the Available Cohn Robbins Cash Condition is not met or is not waived by SAZKA Entertainment, then SAZKA Entertainment may elect not to consummate the Business Combination. In addition, in no event will Cohn Robbins redeem its Cohn Robbins Class A Shares in an amount that would cause its net tangible assets to be less than $5,000,001, as provided in Cohn Robbins’ amended and restated memorandum and articles of association. Unless otherwise specified, the information in this proxy statement/prospectus assumes that (i) none of Cohn Robbins’ public shareholders exercise their redemption rights with respect to their Cohn Robbins Class A Shares and (ii)(1) KKCG, who holds 100% of the ordinary shares of SAZKA Entertainment and (2) Primrose, who holds 100% of the preferred shares of SAZKA Entertainment (collectively, the “SAZKA Shareholders”) represent collectively 100% of the issued and outstanding shares of SAZKA Entertainment.

The Cohn Robbins Initial Shareholders and the other officers and directors of Cohn Robbins have agreed, for no consideration in return, to waive their redemption rights with respect to any Founder Shares they may hold in connection with the consummation of the Business Combination, and the Founder Shares will be excluded from the pro rata calculation used to determine the per-share redemption price. The Cohn Robbins Initial Shareholders and other directors and officers of Cohn Robbins have agreed to vote any Cohn Robbins Ordinary Shares (including Founder Shares and any other public shares of Cohn Robbins as of the record date) owned by them in favor of the Business Combination and the transactions contemplated thereby (including by voting in favor of the Business Combination Proposal and for any other proposal presented to Cohn Robbins’ shareholders in this proxy statement/prospectus). The Founder Shares are subject to transfer restrictions. The Cohn Robbins amended and restated memorandum and articles of association includes a conversion adjustment which provides that the Founder Shares will automatically convert, at the time of the Business Combination, into the number of Cohn Robbins Class A Shares one (1) day after the Closing of the Business Combination, at a one-to-one conversion rate that entitles the holders of such Founder Shares to own an additional 20,700,000 Cohn Robbins Class A Shares. However, the Cohn Robbins Sponsor has agreed to waive such conversion adjustment pursuant to the Sponsor Agreement and the 20,540,000 Founder Shares held by the Cohn Robbins Sponsor prior to the Closing of the Business Combination will be exchanged for (i) 17,253,600 Cohn Robbins Class A Shares divided by (y) the Class B Exchange Ratio, immediately prior to the SPAC Merger, and the remaining 160,000 Founder Shares held by certain of Cohn Robbins’ directors shall be converted a number of Cohn Robbins Class A Shares equal to (x) 160,000, divided by (y) the Class B Exchange Ratio, such that the Cohn Robbins Initial Shareholders will hold approximately 1.5% of the total number of Swiss NewCo Shares outstanding after the consummation of the Business Combination (assuming (i) no exercise of the Private Placement Warrants and (ii) no Cohn Robbins Class A Shares are redeemed).

Cohn Robbins is providing this proxy statement/prospectus and accompanying proxy card to its shareholders in connection with the solicitation of proxies to be voted at the General Meeting and at any adjournments or postponements of the General Meeting. Information about the General Meeting, the Business Combination and other related business to be considered by Cohn Robbins’ shareholders at the General Meeting is included in this proxy statement/prospectus. Whether or not you plan to attend the General Meeting, all Cohn Robbins’ shareholders are urged to read carefully this proxy statement/prospectus, including the Annexes and the accompanying financial statements of Swiss NewCo, Cohn Robbins and SAZKA Entertainment, carefully and in their entirety. In particular, you are urged to read carefully the section entitled “Risk Factors.”


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After careful consideration, the Cohn Robbins Board has approved the Business Combination Agreement and the Business Combination, and recommends that Cohn Robbins’ shareholders vote “FOR” adoption of the Business Combination Agreement and approval of the Business Combination and “FOR” any other proposal presented to Cohn Robbins’ shareholders in this proxy statement/prospectus. When considering the Cohn Robbins Board’s recommendation of these proposals, you should keep in mind that certain Cohn Robbins directors and officers have interests in the Business Combination that may conflict with your interests as shareholders. Please see the section entitled “Proposal No. 1The Business Combination ProposalInterests of Certain Persons in the Business Combination” for additional information.

Approval of the Business Combination Proposal requires the affirmative vote of holders of at least two-thirds of the Cohn Robbins Ordinary Shares that are entitled to vote and are voted at the General Meeting. Approval of the Adjournment Proposal requires the affirmative vote of holders of a majority of the Cohn Robbins Ordinary Shares that are entitled to vote and are voted at the General Meeting.

Your vote is very important. Whether or not you plan to attend the General Meeting, please vote as soon as possible by following the instructions in this proxy statement/prospectus to ensure that your shares are represented at the General Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the General Meeting. The transactions contemplated by the Business Combination Agreement will be consummated only if the Business Combination Proposal is approved at the General Meeting. The Closing of the Business Combination is conditioned upon the approval of the Business Combination Proposal. If the Business Combination Proposal is not approved by the shareholders of Cohn Robbins, the Business Combination will not be consummated. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the General Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and you do not attend the General Meeting in person, your shares will not be counted for purposes of determining whether a quorum is present at the General Meeting. If you are a shareholder of record and you attend the General Meeting and wish to vote in person, you may withdraw your proxy and vote in person.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND THAT COHN ROBBINS REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO THE TRANSFER AGENT AT LEAST TWO (2) BUSINESS DAYS PRIOR TO THE INITIALLY SCHEDULED VOTE AT THE GENERAL MEETING. YOUR REDEMPTION RIGHTS INCLUDE THE REQUIREMENT THAT A HOLDER MUST IDENTIFY ITSELF IN WRITING AS A BENEFICIAL HOLDER AND PROVIDE ITS LEGAL NAME, PHONE NUMBER AND ADDRESS TO THE TRANSFER AGENT IN ORDER TO VALIDLY REDEEM ITS SHARES. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING DEPOSITORY TRUST COMPANY’S (“DTC”) DEPOSIT WITHDRAWAL AT CUSTODIAN (“DWAC”) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN YOUR SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD YOUR SHARES IN “STREET NAME,” YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.


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On behalf of the Cohn Robbins Board, I would like to thank you for your support of Cohn Robbins and look forward to a successful completion of the Business Combination.

 

Sincerely,
/s/ Clifton S. Robbins
Clifton S. Robbins
Co-Chairman of the Board of Directors

 

Important Notice Regarding the Availability of Proxy Materials for the General Meeting to be held on September 7, 2022.

The notice of the General Meeting and the related proxy statement will be available at www.cstproxy.com/cohnrobbins/2022.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES OR REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED PARTY TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURES IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

This proxy statement/prospectus is dated August 19, 2022, and is expected to be first mailed or otherwise delivered to Cohn Robbins’ shareholders on or about August 19, 2022.


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EXPLANATORY NOTE

On May 12, 2022, SAZKA Entertainment’s general meeting of shareholders resolved to change the legal name of SAZKA Entertainment AG to Allwyn AG, and the SAZKA Board changed the legal names of SAZKA Group a.s., SAZKA Group CZ a.s. and SAZKA Group UK Limited to Allwyn International a.s., Allwyn Services Czech Republic a.s. and Allwyn Services UK Ltd, respectively. Unless otherwise indicated or the context otherwise requires, all references in this proxy statement/prospectus to the terms “SAZKA Entertainment AG” or “SAZKA Entertainment”, “SAZKA Group a.s.” or “SAZKA Group”, SAZKA Group CZ a.s. and SAZKA Group UK Limited refer to Allwyn AG, Allwyn International a.s., Allwyn Services Czech Republic a.s. and Allwyn Services UK Ltd, respectively.


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ADDITIONAL INFORMATION

No person is authorized to give any information or to make any representation with respect to the matters that this proxy statement/prospectus describes other than those contained in this proxy statement/prospectus, and, if given or made, such information or representation must not be relied upon as having been authorized by Cohn Robbins, SAZKA Entertainment or Swiss NewCo. This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy securities or a solicitation of a proxy in any jurisdiction where, or to any person to whom, it is unlawful to make such an offer or a solicitation. Neither the delivery of this proxy statement/prospectus nor any distribution of securities under this proxy statement/prospectus will, under any circumstances, create an implication that there has been no change in the affairs of Cohn Robbins, SAZKA Entertainment or Swiss NewCo since the date of this proxy statement/prospectus or that any information contained herein is correct as of any time subsequent to such date.


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NOTICE OF THE EXTRAORDINARY GENERAL MEETING OF STOCKHOLDERS

OF COHN ROBBINS HOLDINGS CORP.

TO BE HELD ON SEPTEMBER 7, 2022

To the Shareholders of Cohn Robbins:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting, in lieu of the 2022 annual meeting of Cohn Robbins’ shareholders, of Cohn Robbins, will be held on September 7, 2022 at 9:30 a.m., New York City time, at the offices of Skadden, located at One Manhattan West, New York, New York 10001, and via a live webcast at www.cstproxy.com/cohnrobbins/2022, or at such other time, on such other date and at such other place to which the meeting may be adjourned. You are cordially invited to attend the General Meeting to conduct the following items of business and/or consider, and if thought fit, approve the following items:

 

1.

Business Combination Proposal a proposal to approve, as a special resolution, and adopt the Business Combination Agreement, a copy of which is attached to this proxy statement/prospectus as Annex A, and the transactions contemplated thereby, including the Business Combination (and, for the avoidance of doubt, the SPAC Merger pursuant to the Plan of Merger); and

 

2.

Adjournment Proposal — a proposal to approve, as an ordinary resolution, to adjourn the General Meeting to a later date or dates to the extent reasonable (i) to ensure that any supplement or amendment to this proxy statement/prospectus is provided to Cohn Robbins’ shareholders, (ii) in order to solicit additional proxies from Cohn Robbins’ shareholders in favor of the Business Combination Proposal, (iii) if Cohn Robbins’ shareholders redeem an amount of Cohn Robbins Class A Shares such that the Available Cohn Robbins Cash Condition would not be satisfied or (iv) in order to solicit additional proxies in order to consummate the transactions contemplated by, or for any other reason in connection with, the Business Combination Agreement.

To attend the meeting virtually please visit www.cstproxy.com/cohnrobbins/2022 and use a control number assigned by Continental Stock Transfer & Trust Company. To register and receive access to the virtual meeting, registered shareholders and beneficial shareholders (i.e., those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in this proxy statement/prospectus.

The record date for the General Meeting for Cohn Robbins’ shareholders that hold their shares in “street name” is August 15, 2022. For Cohn Robbins’ shareholders holding their shares in “street name,” only shareholders holding such shares at the close of business on that date may vote at the General Meeting or any adjournment thereof. For the avoidance of doubt, the record date does not apply to Cohn Robbins’ shareholders that hold their shares in registered form and are registered as shareholders in Cohn Robbins’ register of members. Cohn Robbins’ shareholders that hold their shares in registered form are entitled to one (1) vote on each proposal presented at the General Meeting for each Cohn Robbins Ordinary Share held on the record date of the General Meeting.

As further described in this proxy statement/prospectus, subject to the terms and conditions of the Business Combination Agreement, upon consummation of the Business Combination, among other things, shareholders of each of Cohn Robbins and SAZKA Entertainment will exchange their securities in those entities, as applicable, for securities of Swiss NewCo. To effectuate the Business Combination and related transactions contemplated by the Business Combination Agreement (and described therein), among other things and subject to the terms and conditions therein, the Business Combination Agreement provides that:

 

  i.

KKCG will transfer all the Company Common Stock, and the PIPE Investors will transfer the PIPE Investment Amount, to the Exchange Agent;

 

  ii.

Cohn Robbins will undergo the SPAC Merger;

 

  iii.

at the Merger Effective Time, (a) each Cohn Robbins Class A Share issued and outstanding immediately prior to the Merger Effective Time will automatically be cancelled and cease to exist in exchange for the right to receive the number of newly issued Swiss NewCo Class B Shares equal to the Merger Consideration and (b) Swiss NewCo will issue a right to acquire Swiss NewCo Class B Shares in exchange for each Cohn Robbins Warrant, to be transferred immediately to holders of Cohn Robbins Warrants as may be adjusted pursuant to the Warrant Agreement;


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  iv.

in connection with the SPAC Merger, US HoldCo will issue membership interests to the Exchange Agent, acting in its own name but for the account of Cohn Robbins, and the Exchange Agent will contribute such membership interests of US HoldCo to Swiss NewCo in exchange for (a) the Merger Consideration, (b) the Exchange Share Consideration and (c) 35,700,000 Swiss NewCo Class B Shares, of which 30,300,000 are subject to adjustment upwards by the Class B Exchange Ratio;

 

  v.

following its receipt of such shares (as described above), the Exchange Agent will distribute the Merger Share Distribution to non-redeeming Cohn Robbins shareholders participating in the Business Combination, after which the Liquidations will occur; and

 

  vi.

following the Merger Share Distribution and the Liquidations, the Exchange Agent will (a) effectuate the Acquisition Transfer and deliver the PIPE Investment Amount to Swiss NewCo as an equity contribution into the capital contribution reserves of Swiss NewCo, and (b) deliver (x) to KKCG, the Exchange Share Consideration (which does not include the 10,000,000 Swiss NewCo Class A Shares already held by KKCG) and the KKCG Cash Consideration, and (y) to the PIPE Investors, the PIPE Subscribed Shares.

At or substantially concurrently with the Closing Date, Swiss NewCo will distribute the Available Cohn Robbins Cash in the following order of priority: (i) first, to pay certain Transaction Expenses, (ii) second, paid to Primrose the Primrose Cash Distribution (as defined in the Business Combination Agreement), (iii) third, paid as KKCG Cash Consideration, to KKCG up to and until the sum of distributions made pursuant to clauses (i), (ii) and (iii) is equal to $850 million, (iv) fourth, to be retained on the balance sheet of Swiss NewCo as primary proceeds up to and until the amount retained pursuant to this clause (iv) is equal to the product of (a) the Net Minimum Cash, multiplied by (b) the fraction 3/2 (c) less the Net Minimum Cash and (v) fifth, one-third of any remaining amount shall be retained on the balance sheet of Swiss NewCo as additional primary proceeds and two-thirds shall be distributed to KKCG.

In connection with the foregoing and concurrently with the execution of the Business Combination Agreement, Cohn Robbins and Swiss NewCo entered into the Subscription Agreements with the PIPE Investors pursuant to which such PIPE Investors agreed to purchase from Swiss NewCo, severally and not jointly, and Swiss NewCo agreed to issue and sell to such PIPE Investors, a number of Swiss NewCo Class B Shares equal to (x) an aggregate amount of Base Shares (as defined in the Subscription Agreements) purchased at $10.00 per share, multiplied by (y)(i) in the case of the Third-Party PIPE Investors, the Class B Exchange Ratio (between 1.08 and 1.40, depending on the number of redemptions) and (ii) in the case of Cohn Robbins Sponsor, 1.08, for aggregate gross proceeds of $353 million, in private placements to be issued substantially concurrently with the closing of the Business Combination. The Swiss NewCo Class B Shares to be issued pursuant to the Subscription Agreements have not been registered under the Securities Act, in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. Swiss NewCo will grant the Third-Party PIPE Investors certain customary registration rights in connection with the PIPE Financing, including demand and piggyback rights for any large Third-Party PIPE Investors that satisfy the ownership thresholds set forth in their applicable Subscription Agreements. The PIPE Financing is contingent upon, among other things, the Closing of the Business Combination.

In connection with their entry into the Business Combination Agreement, Cohn Robbins and Swiss NewCo entered into the Sponsor Agreement with the Cohn Robbins Initial Shareholders and the Cohn Robbins Sponsor, pursuant to which, among other things, the Cohn Robbins Sponsor and each Cohn Robbins Initial Shareholder have agreed that, immediately prior to the consummation of the SPAC Merger, the Cohn Robbins Sponsor and the Cohn Robbins Initial Shareholders shall contribute, transfer, assign, convey and deliver to Cohn Robbins all of such Cohn Robbins Sponsor’s or Cohn Robbins Initial Shareholders’ right, title and interest in, to and under such Cohn Robbins Sponsor’s or Cohn Robbins Initial Shareholders’ Cohn Robbins Class B Shares, par value $0.0001 per share in exchange for Cohn Robbins Class A Shares. In connection with the Founder Recapitalization, (i) all 20,540,000 outstanding Cohn Robbins Class B Shares held by the Cohn Robbins Sponsor shall be exchanged and converted into the number of Cohn Robbins Class A Shares equal to (x) 17,253,600, divided by (y) the Class B Exchange Ratio and (ii) all 160,000 outstanding Cohn Robbins Class B Shares held by the Independent Directors shall be exchanged and converted into the number of Cohn Robbins Class A Shares equal to (x) 160,000, divided by (y) the Class B Exchange Ratio.


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Additionally, in connection with their entry into the Business Combination Agreement, SAZKA Entertainment, Cohn Robbins, the Sponsor Parties and Swiss NewCo entered into the Sponsor Support Agreement, pursuant to which, among other things, the Cohn Robbins Sponsor and each Cohn Robbins Initial Shareholder agreed (i) to vote in favor of the Business Combination Agreement and the transactions contemplated thereby, subject to the terms and conditions contemplated by the Sponsor Support Agreement and (ii) to be bound by certain transfer restrictions with respect to Cohn Robbins Ordinary Shares held by them.

The above matters are more fully described in this proxy statement/prospectus, which also includes, as Annex A, a copy of the Business Combination Agreement. You are urged to read carefully this proxy statement/prospectus in its entirety, including each of the Annexes hereto and the accompanying financial statements provided herein.

Pursuant to the Cohn Robbins amended and restated memorandum and articles of association, Cohn Robbins is providing its public shareholders with the opportunity to redeem, upon the Closing of the Business Combination, Cohn Robbins Class A Shares then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two (2) business days prior to the Closing of the Business Combination) in the Trust Account that holds the proceeds (including interest accrued thereon, which shall be net of taxes payable) of Cohn Robbins’ initial public offering and certain of the proceeds of the sale of the Private Placement Warrants. Redemptions referred to herein shall take effect as repurchases under the Cohn Robbins amended and restated memorandum and articles of association. The per-share amount Cohn Robbins will distribute to its shareholders who properly redeem their Cohn Robbins Class A Shares will not be reduced by the aggregate deferred underwriting fee of approximately $29.0 million that Cohn Robbins will pay to the underwriters of Cohn Robbins’ initial public offering or transaction expenses of SAZKA Entertainment and Cohn Robbins incurred in connection with the Business Combination. For illustrative purposes, based on the fair value of marketable securities held in the Trust Account of approximately $829.1 million as of June 30, 2022, the estimated per Cohn Robbins Class A Share redemption price would have been approximately $10.01. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to the Transfer Agent in order to validly redeem its shares. Public shareholders may elect to redeem their shares even if they vote for the Business Combination Proposal. A public shareholder, together with any of its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 15% of the outstanding Cohn Robbins Class A Shares (i.e., in excess of 12,420,000 Cohn Robbins Class A Shares). Cohn Robbins has no specified maximum redemption threshold under its amended and restated memorandum and articles of association, other than the aforementioned 15% threshold. Each redemption of Cohn Robbins Class A Shares by Cohn Robbins’ public shareholders will reduce the amount in the Trust Account.

The conditions to Closing in the Business Combination Agreement are for the sole benefit of the parties thereto and may be waived by such parties. The Business Combination Agreement provides that SAZKA Entertainment’s obligation to consummate the Business Combination is conditioned on the Available Cohn Robbins Cash Condition. If, as a result of redemptions of Cohn Robbins Class A Shares by Cohn Robbins’ public shareholders, the Available Cohn Robbins Cash Condition is not met or is not waived by SAZKA Entertainment, then SAZKA Entertainment may elect not to consummate the Business Combination. In addition, in no event will Cohn Robbins redeem its Cohn Robbins Class A Shares in an amount that would cause its net tangible assets to be less than $5,000,001, as provided in Cohn Robbins’ amended and restated memorandum and articles of association. Unless otherwise specified, the information in this proxy statement/prospectus assumes that (i) none of Cohn Robbins’ public shareholders exercise their redemption rights with respect to their Cohn Robbins Class A Shares and (ii) the SAZKA Shareholders represent 100% of the issued and outstanding shares of SAZKA Entertainment.

It is anticipated that, upon completion of the Business Combination: (i) Cohn Robbins’ public shareholders will own approximately 11.2% of Swiss NewCo; (ii) the Cohn Robbins Initial Shareholders will own approximately 1.5% of Swiss NewCo (as a result of the Business Combination and the PIPE Financing); (iii) the PIPE Investors


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(excluding the Cohn Robbins Initial Shareholders) will own approximately 4.8% of Swiss NewCo; and (iv) KKCG will own approximately 82.6% of Swiss NewCo. These levels of ownership interests assume that (A) no Cohn Robbins Class A Shares are elected to be redeemed by Cohn Robbins’ public shareholders, (B) 38,124,000 Swiss NewCo Class B Shares are issued to the PIPE Investors in connection with the PIPE Financing and (C) the SAZKA Shareholders represent 100% of the issued and outstanding shares of SAZKA Entertainment.

The ownership percentages with respect to Swiss NewCo following the Business Combination do not take into account the warrants to purchase Swiss NewCo Shares that will be outstanding immediately following the Business Combination, but do include (i) Founder Shares, which will be exchanged for and converted into the number of Cohn Robbins Class A Shares equal to (A) 17,253,600 divided by (B) the Class B Exchange Ratio, and (ii) the 160,000 Founder Shares held by other directors and officers of Cohn Robbins which will be exchanged and converted into the number of Cohn Robbins Class A Shares equal to (1) 160,000, divided by (2) the Class B Exchange Ratio, in each case immediately prior to the SPAC Merger. If the actual facts are different than these assumptions (which they are likely to be), the ownership percentages in Swiss NewCo will be different. For more information, please see the sections entitled “Proposal No. 1–The Business Combination Proposal—The Business Combination Agreement—Ownership of Swiss NewCo” and “Unaudited Pro Forma Condensed Combined Financial Information—Redemption Scenarios.

Assuming (i) 50% of the maximum number of redemptions by Cohn Robbins’ public shareholders such that the Available Cohn Robbins Cash Condition will still be satisfied, (ii) that 38,730,126 Swiss NewCo Class B Shares are issued to the PIPE Investors in connection with the PIPE Financing, and (iii) the SAZKA Shareholders represent 100% of the issued and outstanding shares of SAZKA Entertainment, the levels of ownership will be as follows: (A) the Cohn Robbins public shareholders will own approximately 9.3% of Swiss NewCo; (B) the Cohn Robbins Initial Shareholders will own approximately 1.5% of Swiss NewCo (as a result of the Business Combination and the PIPE Financing); (C) the PIPE Investors (excluding the Cohn Robbins Initial Shareholders) will own approximately 4.9% of Swiss NewCo; and (D) KKCG will own approximately 84.3% of Swiss NewCo, resulting in an amount of 784,829,157 total Swiss NewCo Shares outstanding, of which 506,267,275 will be Swiss NewCo Class A Shares and 155,000,000 will be Swiss NewCo Class B Shares.

Alternatively, assuming (i) the maximum number of redemptions by Cohn Robbins’ public shareholders such that the Available Cohn Robbins Cash Condition will still be satisfied, (ii) that 39,740,446 Swiss NewCo Shares are issued to the PIPE Investors in connection with the PIPE Financing and (iii) the SAZKA Shareholders represent 100% of the issued and outstanding shares of SAZKA Entertainment, the levels of ownership will be as follows: (A) Cohn Robbins’ public shareholders will own approximately 7.3% of Swiss NewCo; (B) the Cohn Robbins Initial Shareholders will own approximately 1.6% of Swiss NewCo (as a result of the Business Combination and the PIPE Financing); (C) the PIPE Investors (excluding the Cohn Robbins Initial Shareholders) will own approximately 5.2% of Swiss NewCo; and (D) KKCG will own approximately 86.0% of Swiss NewCo. If the actual facts are different than these above assumptions (which they are likely to be), the relative ownership percentages in Swiss NewCo will be different.

The Closing of the Business Combination is conditioned upon the approval of the Business Combination Proposal. If the Business Combination Proposal is not approved by the shareholders of Cohn Robbins, the Business Combination shall not be consummated. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

Approval of the Business Combination Proposal requires the affirmative vote of holders of at least two-thirds of the Cohn Robbins Ordinary Shares that are entitled to vote and are voted at the General Meeting. Approval of the Adjournment Proposal requires the affirmative vote of holders of a majority of the Cohn Robbins Ordinary Shares that are entitled to vote and are voted at the General Meeting. The Cohn Robbins Board recommends that you vote “FOR” each of these proposals.

 

By Order of the Board of Directors
/s/ Clifton S. Robbins
Clifton S. Robbins
Co-Chairman of the Board of Directors
New York, New York


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TABLE OF CONTENTS

 

     Page  

CONVENTIONS WHICH APPLY TO THIS PROXY STATEMENT/PROSPECTUS

     1  

ABOUT THIS PROXY STATEMENT/PROSPECTUS

     1  

IMPORTANT INFORMATION ABOUT IFRS AND NON-IFRS FINANCIAL MEASURES

     1  

TRADEMARKS, TRADE NAMES AND SERVICE MARKS

     6  

INDUSTRY AND MARKET DATA

     7  

SELECTED DEFINITIONS

     8  

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND THE GENERAL MEETING OF THE SHAREHOLDERS

     13  

SUMMARY

     41  

SUMMARY OF HISTORICAL FINANCIAL AND OTHER INFORMATION

     67  

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

     77  

RISK FACTORS

     80  

EXTRAORDINARY GENERAL MEETING OF COHN ROBBINS’ SHAREHOLDERS

     139  

MATERIAL TAX CONSIDERATIONS

     150  

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

     165  

COMPARATIVE SHARE INFORMATION

     184  

EXECUTIVE AND DIRECTOR COMPENSATION

     185  

BUSINESS OF SWISS NEWCO BEFORE THE BUSINESS COMBINATION

     186  

BUSINESS OF SAZKA ENTERTAINMENT AND CERTAIN INFORMATION ABOUT SAZKA ENTERTAINMENT

     188  

SAZKA ENTERTAINMENT’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     230  

BUSINESS OF COHN ROBBINS AND CERTAIN INFORMATION ABOUT COHN ROBBINS

     266  

COHN ROBBINS MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     283  

MANAGEMENT OF SWISS NEWCO AFTER THE BUSINESS COMBINATION

     288  

DESCRIPTION OF SWISS NEWCO SECURITIES AND PROPOSED ORGANIZATIONAL DOCUMENTS

     300  

COMPARISON OF SHAREHOLDER RIGHTS

     319  

SHARES ELIGIBLE FOR FUTURE SALE

     332  

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

     335  

BENEFICIAL OWNERSHIP OF SWISS NEWCO SECURITIES

     347  

PRICE RANGE OF SECURITIES AND DIVIDENDS

     349  

PROPOSAL NO. 1 — THE BUSINESS COMBINATION PROPOSAL

     351  

PROPOSAL NO. 2 — THE ADJOURNMENT PROPOSAL

     417  

LEGAL MATTERS

     418  

EXPERTS

     418  

SHAREHOLDER COMMUNICATIONS

     419  

ENFORCEMENT OF CIVIL LIABILITIES

     420  

HOUSEHOLDING INFORMATION

     421  

TRANSFER AGENT AND REGISTRAR

     422  

FUTURE SHAREHOLDER PROPOSALS

     422  

WHERE YOU CAN FIND MORE INFORMATION

     423  

INDEX TO FINANCIAL STATEMENTS

     F-1  


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CONVENTIONS WHICH APPLY TO THIS PROXY STATEMENT/PROSPECTUS

In this proxy statement/prospectus, unless otherwise specified or the context otherwise requires:

 

   

“$,” “USD” and “U.S. dollar” each refer to the United States dollar;

 

   

“£,” “GBP” and “pounds” each refer to the British pound sterling;

 

   

“€,” “EUR” and “Euro” each refer to the Euro; and

 

   

“CHF” and “Swiss francs” each refer to the Swiss franc.

Certain amounts described herein have been expressed in U.S. dollars for convenience, and when expressed in U.S. dollars in the future, such amounts may be different from those set forth herein due to intervening exchange rate fluctuations. The exchange rate used for conversion between U.S. dollars and pounds is based on the historical exchange rate of the pound released by the Federal Reserve, the central bank of the United States. The exchange rate used for conversion between U.S. dollars and Euros is based on the European Central Bank euro reference exchange rate published by the European Central Bank.

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This proxy statement/prospectus, which forms part of a registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission (the “SEC”) by Swiss NewCo constitutes a prospectus of Swiss NewCo under Section 5 of the Securities Act (as defined below) with respect to the shares of Swiss NewCo to be issued to Cohn Robbins’ shareholders if the Business Combination described herein is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the Exchange Act (as defined below) with respect to the General Meeting of Cohn Robbins’ shareholders, at which such shareholders will be asked to consider and vote upon a proposal to consider and vote upon the Business Combination Proposal, among other matters and proposals.

This proxy statement/prospectus incorporates important business and financial information that is not included in or delivered with this proxy statement/prospectus. This information is available for you to review through the SEC’s website at www.\sec.gov.

You may request copies of this proxy statement/prospectus and any of the documents incorporated by reference into this proxy statement/prospectus or other publicly available information concerning Cohn Robbins, free of charge, by written request to 1000 N. West Street, Suite 1200 Wilmington, DE 19801.

In order for Cohn Robbins’ shareholders to receive timely delivery of the documents in advance of the General Meeting, you must request the information no later than August 30, 2022, or five (5) business days prior to the date of the General Meeting.

IMPORTANT INFORMATION ABOUT IFRS AND NON-IFRS FINANCIAL MEASURES

This proxy statement/prospectus contains non-IFRS measures that are not required by, or presented in accordance with, IFRS. SAZKA Entertainment presents non-IFRS measures because they are used by SAZKA Entertainment’s management in monitoring SAZKA Entertainment’s business and because SAZKA Entertainment believes that they and similar measures are frequently used by securities analysts, investors and other interested parties in evaluating companies in its industry.

Presentation of Financial Information

This proxy statement/prospectus contains:

 

  1.

the unaudited financial statements of Cohn Robbins for the six (6) months ended June 30, 2022;

 

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  2.

the audited financial statements of Cohn Robbins for the period from July 13, 2020 (inception) through December 31, 2020 and for the year ended December 31, 2021, each prepared in accordance with U.S. GAAP;

 

  3.

the audited consolidated financial statements of SAZKA Entertainment as of December 31, 2021 and 2020 and for the years ended December 31, 2021, 2020 and 2019 (collectively, the “Historical Financial Information”);

 

  4.

separate consolidated financial statements and notes thereto for Casinos Austria AG for the year ended December 31, 2019, which are being provided as a result of SAZKA Entertainment meeting a significance test for the year ended December 31, 2019 pursuant to Rule 3-09 of Regulation S-X; and

 

  5.

the unaudited pro forma condensed combined financial information of Swiss NewCo as of December 31, 2021, and for the 12-month period ended December 31, 2021 prepared in accordance with Article 11 of Regulation S-X.

Unless indicated otherwise, financial data presented in this proxy statement/prospectus has been taken from the audited consolidated financial statements of Cohn Robbins and SAZKA Entertainment (or its predecessor entity, as applicable). Where information is identified as “unaudited,” it has not been subject to an audit.

Presentation of financial information in accordance with IFRS requires SAZKA Entertainment’s management to make various estimates and assumptions which may impact the values shown in the Historical Financial Information and the respective notes thereto. The actual values may differ from such assumptions.

Correction of comparative period

The Group corrected the following classification errors:

Correction of disclosure note for the fair value hierarchy of current financials assets at fair value through profit or loss (“FVTPL”) (as described in detail in Note 1.g included in the Historical Financial Information)

Correction of disclosure note “Fair value measurement – contingent consideration and lease liabilities” (as described in detail in Note 1.g included in the Historical Financial Information)

Taking into account the above changes, financial data in this proxy statement/prospectus is provided on a revised presentation basis.

IFRS

Unless otherwise stated, the financial information in this proxy statement/prospectus has been prepared in accordance with IFRS as issued by the IASB (as defined below).

Factors Affecting the Comparability of Results of Operations

The comparability of SAZKA Entertainment’s results of operations have been affected by a number of factors, such as acquisitions and divestments, the consolidation of CASAG and Stoiximan and the impact of the respiratory virus SARS-COV-2 (“COVID-19”). See the section entitled “SAZKA Entertainment’s Management’s Discussion and Analysis of Financial Condition and Results of Operations—Significant Factors Affecting Our Results of Operations.

Summary of Key Segmental Metrics

We have the following operating and reportable segments:

 

   

Austria;

 

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Czech Republic;

 

   

Greece and Cyprus; and

 

   

Italy.

The geographical segmentation corresponds with the major operating entities of the Group, which are CASAG, SAZKA a.s., OPAP and LottoItalia (an equity method investee), although some of these operating entities do include limited operations in countries other than the geographical segmentations.

Our financial information that is not attributable to the reportable segments is attributable to our holding companies and other immaterial operations and are classified as “corporate.”

We present a summary of operating performance of our reportable segments as if they have been fully consolidated for all periods presented. In particular:

 

   

Financial information for the Austria segment (representing consolidated operating results of CASAG) was fully consolidated for the year ended December 31, 2021 and for the period from June 26, 2020 (for practicality from July 1, 2020) to December 31, 2020. CASAG was accounted for as an equity method investee for the period from January 1, 2020 to June 25, 2020 (for practicality to June 30, 2020) and for the year ended December 31, 2019. As a result, the financial data of the Austria segment for the year ended December 31, 2019 and for the period from January 1, 2020 to June 30, 2020 has been taken from the financial reporting of CASAG and the operating results are not recognized in the consolidated financial statements of the Group;

 

   

Financial information for the Czech Republic segment (representing operating results of SAZKA a.s.) was fully consolidated for all periods presented in this proxy statement/prospectus;

 

   

Financial information for the Greece and Cyprus segment (representing the consolidated operating results of OPAP) was fully consolidated in all periods presented in this proxy statement/prospectus;

 

   

Financial information for the Italy segment (representing operating results of LottoItalia) was accounted for as an equity method investee through all periods presented in this proxy statement/prospectus. Consequently, financial data of the Italy segment has been taken from the financial reporting of LottoItalia and the operating results are not recognized in the Group’s consolidated financial statements.

 

   

Financial information relating to the Corporate and other (Corporate) segment equals financial data representing Corporate and other (Corporate) and was fully consolidated in the Group’s consolidate financial statements.

Given that our reportable segments have non-controlling interests (with the exception of the Czech Republic), and we account for certain reportable segments as equity method investees during the periods presented, we believe that presenting each reportable segment as if they have been consolidated for all periods presented aids in the understanding of the business performance of each operating segment in the same manner that our management assesses the reportable segments.

The unaudited financial information derived from the financial reporting of CASAG (for the period from January 1, 2020 to June 30, 2021 and for the year ended December 31, 2019) and LottoItalia (for the years ended December 31, 2021, 2020 and 2019) included in this proxy statement/prospectus has been prepared by, and is the responsibility of, the Company’s management. PricewaterhouseCoopers Slovensko, s.r.o. has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the accompanying unaudited financial information and, accordingly, PricewaterhouseCoopers Slovensko, s.r.o. does not express an opinion nor any other form of assurance with respect thereto. The PricewaterhouseCoopers Slovensko, s.r.o. report included in this proxy statement/prospectus relates to the Company’s previously issued financial statements. It does not extend to the unaudited financial information and should not be read to do so.

 

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Other Non-IFRS Financial Measures

This proxy statement/prospectus contains certain unaudited financial and operating measures that are not defined or recognized under IFRS that we use to assess the performance of our business. Explanations of these measures are set out below. For example, in this proxy statement/prospectus, we present non-IFRS financial measures such as Adjusted EBITDA, Operating EBITDA (each as defined below), and capital expenditures, which we use to, among other things, evaluate the performance of our operations, develop budgets, and measure our performance against those budgets. As there are no generally accepted accounting principles governing the calculation of non-IFRS financial and operating measures, other companies may calculate such measures differently or may use such measures for different purposes than we do, and such measures should therefore not be used to compare us against another company.

We believe that the above non-IFRS financial measures assist in evaluating our trading performance, as these measures are regularly used by security analysts, institutional investors and other interested parties in analyzing operating performance and prospects. These non-IFRS measures are used by different companies for differing purposes and are often calculated in ways that reflect the particular circumstances of those companies. You should exercise caution in comparing these measures reported by us to such measures or other similar measures as reported by other companies. Investors should not consider these non-IFRS measures (a) as a substitute for operating results (as determined in accordance with IFRS) or as a measure of our operating performance, (b) as a substitute for cash flow from or used in operating, investing and financing activities (as determined in accordance with IFRS) or as a measure of our ability to meet cash needs or (c) as a substitute for any other measure of performance under IFRS. These measures may not be indicative of our historical operating results or financial condition, nor are such measures meant to be predictive of our future results or financial condition.

Rounding and Negative Amounts

Certain figures in this proxy statement/prospectus, including financial data, have been rounded. Accordingly, figures shown for the same category presented in different tables may vary slightly, and figures shown as totals in certain tables may not be an exact arithmetic aggregation of the figures which precede them.

In preparing the Historical Financial Information, most numerical figures are presented in millions of euro. For the convenience of the reader of this proxy statement/prospectus, certain numerical figures in this proxy statement/prospectus are rounded to the nearest one (1) million. As a result of this rounding, certain numerical figures presented herein may vary slightly from the corresponding numerical figures presented in our financial statements.

The percentages (as a percentage of revenues or costs and period-on-period percentage changes) presented in the textual financial disclosure in this proxy statement/prospectus are derived directly from the financial information contained in our financial statements. Such percentages may be computed using the numerical figures expressed in thousands of euro in our financial statements. Therefore, such percentages are not calculated on the basis of the financial information in the textual disclosure that has been subjected to rounding adjustments in this proxy statement/prospectus.

In tables, negative amounts are shown between brackets. Otherwise, negative amounts may also be shown by “–” or “negative” before the amount.

Currency Presentation

References to “Euro,” “Euros,” “euro,” “euros,” or “€” are to the lawful currency of the member states of the EU that adopted the Euro in Stage Three of the Treaty establishing the Economic and Monetary Union on January 1, 1999.

 

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The financial statements of each of our Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The presentation currency of our Group is euros, as the majority of our Group’s transactions representing its assets, liabilities and related profit & loss accounts are in euros.

References to “CZK” or “koruna” are to the lawful currency of the Czech Republic. The financial information for SAZKA a.s. (our Czech Republic operating entity) has been prepared in its functional currency, the koruna, which has been converted into euros, the reporting currency of SAZKA Entertainment using:

 

   

25.672 koruna per euro for the year ended December 31, 2019 and 25.410 koruna per euro as of December 31, 2019;

 

   

26.444 koruna per euro for the year ended December 31, 2020 and 26.245 koruna per euro as of December 31, 2020; and

 

   

25.645 koruna per euro for the year ended December 31, 2021 and 24.860 koruna per euro as of December 31, 2021.

Roundings

Certain numerical information and other amounts and percentages presented in this proxy statement/prospectus have been subject to rounding adjustments. Accordingly, in certain instances, the sum of the numbers in a column or a row in tables may not conform exactly to the total figure given for that column or row or the sum of certain numbers presented as a percentage may not conform exactly to the total percentage given.

OPAP Shareholding

Percentage holdings in OPAP are calculated based on the total number of shares outstanding, without adjustment for the OPAP treasury shares held by OPAP. As of March 31, 2022, OPAP held 1,829,624 treasury shares, comprising 0.52% of OPAP’s total issued shares.

 

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TRADEMARKS, TRADE NAMES AND SERVICE MARKS

SAZKA Entertainment owns or has rights to certain trademarks or trade names that it uses in conjunction with the operation of its businesses. To SAZKA Entertainment’s knowledge, SAZKA Entertainment and/or its affiliates own or have the right to use the trade names “Allwyn,” “Allwyn International” and “Allwyn Entertainment” (or, where applicable, previously used trade names “SAZKA Entertainment” or “SAZKA International” or their relevant depictions), among others in the relevant jurisdictions in which they use such trade names. SAZKA Entertainment and/or its affiliates have registered certain of these trade names with the relevant authorities, and the registration of other trade names is currently pending.

SAZKA Entertainment and/or its affiliates have now finished registration of the Allwyn trademark in their name through WIPO in the following designated jurisdictions: Australia, Brazil, Canada, China, European Union, Japan, Philippines, Republic of South Korea, Russian Federation, Switzerland, Thailand, Turkey and the United States of America. Solely for convenience, the trademarks, trade names and copyrights referred to in this proxy statement/prospectus are often listed without the TM and ® symbols, but SAZKA Entertainment will assert, to the fullest extent under applicable law, its rights to these trademarks and trade names.

The Cohn Robbins logo and other trademarks or service marks of Cohn Robbins appearing in this proxy statement/prospectus are the property of Cohn Robbins. Solely for convenience, some of the trademarks, service marks, logos and trade names referred to in this prospectus are presented without the ® and symbols, but such references are not intended to indicate, in any way, that Cohn Robbins will not assert, to the fullest extent under applicable law, its rights or the rights of the applicable licensors to these trademarks, service marks and trade names. This proxy statement/prospectus contains additional trademarks, service marks and trade names of others. All trademarks, service marks and trade names appearing in this prospectus are, to Cohn Robbins’ knowledge, the property of their respective owners. Cohn Robbins does not intend to use or display of other companies’ trademarks, service marks, copyrights or trade names to imply a relationship with, or endorsement or sponsorship of Cohn Robbins by, any other companies.

 

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INDUSTRY AND MARKET DATA

This proxy statement/prospectus contains industry and market data which have been obtained from industry publications, market research and other publicly available information. Certain information regarding market size, market share, market position, growth rates and other industry data pertaining to SAZKA Entertainment and its businesses contained in this proxy statement/prospectus consists of estimates based on data compiled by independent professional organizations and on data from other external sources, including the H2 Gambling Capital (“H2GC”) Sector Independent Report – May 2021.

Such information is supplemented, where necessary, with SAZKA Entertainment’s own internal estimates, taking into account publicly available information about other industry participants and SAZKA Entertainment’s management’s judgment where information is not publicly available. This information appears in the sections entitled, among others, “Summary,” “Business of SAZKA Entertainment and Certain Information About SAZKA Entertainment” and “SAZKA Entertainment’s Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Industry publications and market research generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed and that the projections they contain are based on a number of significant assumptions. In some cases, the sources from which this data is derived is not expressly referred to. While SAZKA Entertainment compiled, extracted and reproduced industry data from these sources, and believes that the information used is reliable, SAZKA Entertainment did not independently verify the data that was extracted or derived from such industry publications or market reports, and cannot guarantee its accuracy or completeness.

The industry and market data that appears in this proxy statement/prospectus is inherently uncertain, involves a number of assumptions and limitations and may not necessarily be reflective of actual market conditions and you are cautioned not to give undue weight to such industry and market data because it may differ from current data, may that be due to material changes in market conditions or otherwise. Such statistics are based on market research, which itself is based on sampling and subjective judgements by both the researchers and the respondents, including judgements about what types of products and transactions should be included in the relevant market. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this proxy statement/prospectus. These and other factors could cause results to differ materially from those expressed in any forecasts or estimates.

Neither Cohn Robbins, Swiss NewCo nor SAZKA Entertainment intends, and none of the foregoing assumes any obligation, to update industry or market data set forth in this proxy statement/prospectus. Because market behavior, preferences and trends are subject to change, prospective investors should be aware that market and industry information in this proxy statement/prospectus and estimates based on any data therein may not be reliable indicators of future market performance or SAZKA Entertainment’s future results of operations.

 

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SELECTED DEFINITIONS

In this proxy statement/prospectus unless stated otherwise or the context otherwise requires, a reference to:

 

   

“Acquisition Transfer” means, following the Liquidations, the contribution by the Exchange Agent of 10,010,000 registered shares of SAZKA Entertainment to Swiss NewCo;

 

   

“ADM” means the Italian national gaming authority, Agenzia delle Dogane e dei Monopoli;

 

   

“Ancillary Documents” means, collectively, the Sponsor Agreement, the Sponsor Support Agreement, the Registration Rights Agreement, the Relationship Agreement, the Subscription Agreements, the Warrant Agreement, the Shareholder Support Agreement and the Proposed Organizational Documents;

 

   

“Austrian Lotteries” means Österreichische Lotterien Gesellschaft m.b.H;

 

   

“Available Cohn Robbins Cash Condition” means the amount of cash in the Trust Account (net of the Cash Redemption Amount) together with the proceeds from the PIPE Financing (or other financing in connection with the SPAC Merger and the Acquisition Transfer) (prior to any payment of any deferred underwriting commissions being held in the Trust Account or any unpaid transaction expenses of SAZKA Entertainment and Cohn Robbins) being equal to or greater than $850 million;

 

   

“Betano” means the online gaming operations in Germany, Romania, Portugal, Brazil and certain other countries outside Greece and Cyprus of Kaizen and its subsidiaries under the brand Betano;

 

   

“Business Combination” means all of the transactions contemplated by the Business Combination Agreement and the other transaction documents contemplated therein;

 

   

“Business Combination Agreement” means that certain Business Combination Agreement, dated as of January 20, 2022, by and among Cohn Robbins, SAZKA Entertainment, Swiss NewCo, US HoldCo and DE Merger Sub, which is attached hereto as Annex A, as it may be amended from time to time;

 

   

“CASAG” means Casinos Austria AG and “CASAG Group” means, collectively, CASAG and its subsidiaries;

 

   

“Cash Redemption Amount” means the aggregate amount of cash required to satisfy any valid exercise by Cohn Robbins public shareholders of their right to have Cohn Robbins redeem their Cohn Robbins Class A Shares in connection with the Business Combination;

 

   

“Class B Exchange Ratio” means the lower of: (i) 1.4; and (ii) (A) (1) (x) the Post-Redemption Acquiror Share Number, plus (y) 6,624,000 (representing the bonus Cohn Robbins Class A Shares available to non-redeeming Cohn Robbins shareholders) divided by (2) the Post-Redemption Acquiror Share Number;

 

   

“Closing” means the consummation of the transactions contemplated by the Business Combination Agreement;

 

   

“Closing Date” means the date on which the Closing shall occur;

 

   

“Code” means the Internal Revenue Code of 1986, as may be amended from time to time;

 

   

“Cohn Robbins” means Cohn Robbins Holdings Corp., a Cayman Islands exempted company;

 

   

“Cohn Robbins Board” means the board of directors of Cohn Robbins;

 

   

“Cohn Robbins Class A Shares” means the Class A common stock, par value $0.0001 per share, of Cohn Robbins;

 

   

“Cohn Robbins Class B Shares” means the Class B common stock, par value $0.0001 per share, of Cohn Robbins;

 

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“Cohn Robbins Initial Shareholders” means the Cohn Robbins Sponsor and the directors of Cohn Robbins holding Founder Shares;

 

   

“Cohn Robbins Ordinary Shares” means collectively, the Cohn Robbins Class A Shares and the Cohn Robbins Class B Shares;

 

   

“Cohn Robbins Public Units” means the units issued in Cohn Robbins’ initial public offering, with each unit representing one (1) Class A Share and one-third of one (1) Cohn Robbins Public Warrant;

 

   

“Cohn Robbins Public Warrants” means warrants to acquire Cohn Robbins Class A Shares, issued as part of the Cohn Robbins Public Units in Cohn Robbins’ initial public offering, at an initial exercise price of $11.50 per share;

 

   

“Cohn Robbins Sponsor” means Cohn Robbins Sponsor LLC, a Delaware limited liability company;

 

   

“Cohn Robbins Sponsor Related PIPE Investors” means, with respect to Cohn Robbins Sponsor, an affiliate of Cohn Robbins Sponsor (together with their permitted transferees);

 

   

“Cohn Robbins Warrants” means, collectively, the Cohn Robbins Public Warrants and the Private Placement Warrants;

 

   

“Companies Act” means the Cayman Islands Companies Act (As Revised);

 

   

“Company” means SAZKA Entertainment;

 

   

“Croatian Business” means the business operations of SAZKA Group Adriatic d.o.o.;

 

   

“DE Merger Sub” means Allwyn Sub LLC, a Delaware limited liability company;

 

   

“Exchange Act” means the Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated thereunder;

 

   

“Exchange Agent” means Computershare Trust Company, N.A.;

 

   

“Founder Recapitalization” means, pursuant to the Sponsor Agreement, (i) the 20,540,000 Founder Shares held by the Cohn Robbins Sponsor to be exchanged and converted into the number of Cohn Robbins Class A Shares equal to (A) 17,253,600 divided by (B) the Class B Exchange Ratio, and (ii) the 160,000 Founder Shares held by other directors and officers of Cohn Robbins to be exchanged and converted into the number of Cohn Robbins Class A Shares equal to (1) 160,000 divided by (2) the Class B Exchange Ratio, in each case immediately prior to the SPAC Merger;

 

   

“Founder Shares” means the Cohn Robbins Class B Shares purchased by the Cohn Robbins Sponsor in a private placement prior to Cohn Robbins’ initial public offering, and the Cohn Robbins Class A Shares that will be issued upon the conversion thereof;

 

   

“General Meeting” means the extraordinary general meeting of the shareholders of Cohn Robbins that is the subject of this proxy statement/prospectus;

 

   

“Group” means the Company, its subsidiaries and entities which are accounted for by the Company using the equity method of accounting, in each case, from time to time;

 

   

“IFRS” means the International Financial Reporting Standards, as issued by the International Accounting Standards Board (the “IASB”);

 

   

“initial public offering” means Cohn Robbins’ initial public offering that was consummated on September 11, 2020;

 

   

“Liquidations” means the liquidations following the SPAC Merger of (i) DE Merger Sub, pursuant to which DE Merger Sub will liquidate its assets to US HoldCo and, immediately following such liquidation of DE Merger Sub, (ii) US HoldCo, pursuant to which US HoldCo will liquidate its assets to Swiss NewCo;

 

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“LottoItalia” means LottoItalia S.r.l., the holder of exclusive licenses to operate certain lottery activities in Italy under the Italian JV Concession (as defined below);

 

   

“NYSE” means the New York Stock Exchange;

 

   

“OPAP” means Hellenic Football Prognostics Organization S.A.;

 

   

“OPAP Group” means, collectively, OPAP and its subsidiaries;

 

   

“PCAOB” means the Public Company Accounting Oversight Board;

 

   

“PIPE Financing” means the purchase of Swiss NewCo Class B Shares pursuant to the Subscription Agreements, and shall include, for the avoidance of doubt, the purchase of any Swiss NewCo Class B Shares or Cohn Robbins Class A Shares, warrants or other securities pursuant to any additional subscription agreements entered into in connection with the Business Combination;

 

   

“PIPE Investment Amount” means the aggregate gross purchase price received by Swiss NewCo substantially concurrently with or immediately following the Closing in connection with the PIPE Financing;

 

   

“PIPE Investors” means those certain investors participating in the PIPE Financing pursuant to the Subscription Agreements and any additional subscription agreements;

 

   

“Plan of Merger” means the plan of merger required to be filed with the Cayman Registrar of Companies by the Companies Act to effect the SPAC Merger and attached to this proxy statement/prospectus as Annex I;

 

   

“Post-Redemption Acquiror Share Number” means the aggregate number of Cohn Robbins Class A Shares outstanding as of immediately prior to the Founder Recapitalization, minus (i) the treasury stock held by Cohn Robbins and outstanding immediately prior to the Founder Recapitalization, minus (ii) the Cohn Robbins Class A Shares subject to the redemptions outstanding immediately prior to the Founder Recapitalization;

 

   

“Primrose” means Primrose Holdings (Lux) S.à r.l Luxembourg;

 

   

“Primrose Shareholder Agreement” means that certain Investment and Shareholder Agreement, dated November 9, 2020, by and among KKCG, the Company, SAZKA Group and Primrose;

 

   

“Private Placement Warrants” means the warrants issued and sold to the Cohn Robbins Sponsor in a private placement at the time of Cohn Robbins’ initial public offering, each of which is exercisable for one (1) Cohn Robbins Class A Share at an exercise price of $11.50 per share;

 

   

“pro forma” means giving pro forma effect to the Business Combination;

 

   

“Proposed Articles of Association” means the proposed articles of association of Swiss NewCo to take effect on the consummation of the transactions contemplated by the Business Combination Agreement and attached to this proxy statement/prospectus as Annex D;

 

   

“Proposed Organizational Documents” means the Proposed Articles of Association and the Proposed Organizational Regulations;

 

   

“Proposed Organizational Regulations” means the proposed organizational regulations of Swiss NewCo to take effect on the consummation of the transactions contemplated by the Business Combination Agreement and attached to this proxy statement/prospectus as Annex E;

 

   

“public shareholders” means holders of Cohn Robbins Class A Shares (including those underlying the Cohn Robbins Public Units), whether acquired in Cohn Robbins’ initial public offering or acquired in the secondary market;

 

   

“public shares” means the Cohn Robbins Class A Shares (including those underlying the Cohn Robbins Public Units) that were offered and sold by Cohn Robbins in its initial public offering and registered pursuant to the final prospectus filed with the SEC on August 25, 2020, or the Swiss NewCo Class B Shares issued as a matter of law upon the Closing of the Business Combination, as context requires;

 

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“redemption” means each redemption of Cohn Robbins Class A Shares for cash pursuant to Cohn Robbins’ amended and restated memorandum and articles of association;

 

   

“Relationship Agreement” means the Relationship Agreement to be entered into immediately prior to the Closing by and between Swiss NewCo and KKCG;

 

   

“Registration Rights Agreement” means the Amended and Restated Registration Rights Agreement to be entered into at Closing, by and among Swiss NewCo, the SAZKA Shareholders and the Cohn Robbins Initial Shareholders;

 

   

“SAZKA Articles of Association” means the articles of association of SAZKA Entertainment, dated May 12, 2022;

 

   

“SAZKA Board” means the board of directors of SAZKA Entertainment;

 

   

“SAZKA Entertainment” means Allwyn AG, a Swiss stock corporation (Aktiengesellschaft);

 

   

“SAZKA Group” means Allwyn International a.s., a Czech stock corporation (Akciová společnost);

 

   

“SAZKA Shareholders” means each of (i) KKCG, who holds 100% of the ordinary shares (Stammaktien) with a nominal value of CHF 0.01 and (ii) Primrose, who holds 100% of the preferred shares (Vorzugsaktien) with a nominal value of CHF 0.01 each, in each case, of SAZKA Entertainment;

 

   

“SEC” means the U.S. Securities and Exchange Commission;

 

   

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder;

 

   

“Shareholder Support Agreement” means that certain agreement entered into in connection with the Business Combination Agreement, by and among KKCG, Cohn Robbins, Swiss NewCo and SAZKA Entertainment and attached to this proxy statement/prospectus as Annex F;

 

   

“Skadden” means Skadden, Arps, Slate, Meagher & Flom LLP;

 

   

“SPAC Merger” means the merger, pursuant to the Plan of Merger, of Cohn Robbins with and into DE Merger Sub, with DE Merger Sub being the surviving company;

 

   

“Sponsor Agreement” means that certain sponsor agreement entered into in connection with the Business Combination Agreement, by and among SAZKA Entertainment, Cohn Robbins, Swiss NewCo, the Cohn Robbins Sponsor and the Cohn Robbins Initial Shareholders;

 

   

“Stoiximan” means the online gaming operations in Greece and Cyprus of Stoiximan Ltd. under the brand Stoiximan;

 

   

“Subscription Agreements” means those certain subscription agreements, by and among Cohn Robbins, Swiss NewCo and the PIPE Investors named therein relating to the PIPE Financing, and shall include, for the avoidance of doubt, any additional subscription agreements entered into in connection with the Business Combination;

 

   

“Swiss NewCo” means Allwyn Entertainment AG, a Swiss stock corporation (Aktiengesellschaft);

 

   

“Swiss NewCo Board” means the board of directors of Swiss NewCo;

 

   

“Swiss NewCo Class A Shares” means Class A ordinary shares, nominal value CHF 0.01 per share of Swiss NewCo;

 

   

“Swiss NewCo Class B Shares” means Class B ordinary shares, nominal value CHF 0.04 per share of Swiss NewCo;

 

   

“Swiss NewCo Public Warrants” means warrants to acquire Swiss NewCo Class B Shares;

 

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“Swiss NewCo Shares” means, collectively, the Swiss NewCo Class A Shares and the Swiss NewCo Class B Shares;

 

   

“Transfer Agent” means Continental Stock Transfer & Trust Company;

 

   

“Treasury Regulations” means the regulations promulgated under the Code by the United States Department of the Treasury (whether in final, proposed or temporary form), as the same may be amended from time to time;

 

   

“Trust Account” means the trust account of Cohn Robbins that holds the proceeds from Cohn Robbins’ initial public offering;

 

   

“U.S. GAAP” means the United States generally accepted accounting principles;

 

   

“US HoldCo” means Allwyn US HoldCo, a Delaware limited liability company;

 

   

“Warrant Agreement” means that certain Warrant Assignment, Assumption and Amendment Agreement, by and among Cohn Robbins, Swiss NewCo and the Exchange Agent and effective upon the SPAC Merger; and

 

   

“Warrant Conversion” means Swiss NewCo’s issuance of Swiss NewCo Public Warrants in exchange for Private Placement Warrants to be transferred immediately to holders of Private Placement Warrants pursuant to the Warrant Agreement.

 

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QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION

AND THE GENERAL MEETING OF THE SHAREHOLDERS

The questions and answers below highlight only selected information from this proxy statement/prospectus and only briefly address some commonly asked questions about the proposals to be presented at the General Meeting, including the Business Combination Proposal. The following questions and answers do not include all the information that is important to Cohn Robbins’ shareholders. Shareholders are urged to read carefully this entire proxy statement/prospectus, including the Annexes and the other documents referred to herein, to fully understand the proposed Business Combination and the voting procedures for the General Meeting, which will be held on September 7, 2022 at 9:30 a.m., New York City time, at the offices of Skadden, located at One Manhattan West, New York, New York 10001, or virtually via live webcast. To participate in the General Meeting, visit www.cstproxy.com/cohnrobbins/2022 and enter the 12 digit control number included on your proxy card. You may register for the meeting as early as 5:00 p.m., New York City time, on September 2, 2022. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to take additional steps to participate in the General Meeting, as described in this proxy statement/prospectus.

 

Q:

Why am I receiving this proxy statement/prospectus?

 

A:

Cohn Robbins’ shareholders are being asked to consider and vote upon (i) a proposal to approve and adopt the Business Combination Agreement, a copy of which is attached to this proxy statement/prospectus as Annex A, and the transactions contemplated thereby, including the Business Combination and (ii) a proposal to adjourn the General Meeting to a later date or dates to the extent reasonable (a) to ensure that any supplement or amendment to this proxy statement/prospectus is provided to Cohn Robbins’ shareholders, (b) in order to solicit additional proxies from Cohn Robbins’ shareholders in favor of the Business Combination Proposal, (c) if Cohn Robbins’ shareholders redeem an amount of Cohn Robbins Class A Shares such that the Available Cohn Robbins Cash Condition would not be satisfied or (d) in order to solicit additional proxies in order to consummate the transactions contemplated by, or for any other reason in connection with, the Business Combination Agreement.

The Business Combination Agreement provides, among other things, that: (i) Cohn Robbins will undergo the SPAC Merger, pursuant to which any Cohn Robbins Class A Shares issued and outstanding immediately prior to the Merger Effective Time will automatically be cancelled and cease to exist in exchange for the right to receive the Merger Consideration which, for the avoidance of doubt, includes the 6,624,000 bonus shares available to non-redeeming Cohn Robbins shareholders, and Swiss NewCo will issue to the Exchange Agent a right to acquire Swiss NewCo Class B Shares in exchange for each Cohn Robbins Warrant; (ii) immediately following the SPAC Merger, non-redeeming Cohn Robbins shareholders participating in the Business Combination will receive their applicable portion of the Merger Consideration from the Exchange Agent in the Merger Share Distribution; and (iii) following such Merger Share Distributions, the Exchange Agent will undertake the Acquisition Transfer and deliver (a) to KKCG, the Exchange Share Consideration and the KKCG Cash Consideration and (b) to the PIPE Investors, the PIPE Subscribed Shares.

Cohn Robbins will hold the General Meeting to consider and vote upon these proposals. This proxy statement/prospectus and its Annexes each contain important information about the proposed Business Combination and the other matters to be acted upon at the General Meeting. You should read this proxy statement/prospectus and its Annexes carefully and in their entirety.

The Cohn Robbins Board believes that each of the Business Combination Proposal and the Adjournment Proposal to be presented at the General Meeting is in the best interests of Cohn Robbins and its shareholders and recommends that its shareholders vote “FOR” each of the proposals.

When considering the Cohn Robbins Board’s recommendation that Cohn Robbins’ shareholders vote in favor of the approval of the Business Combination Proposal, Cohn Robbins’ shareholders should be aware

 

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that, aside from their interests as shareholders, the Cohn Robbins Initial Shareholders and Cohn Robbins’ other current officers and directors have interests in the Business Combination that are different from, or in addition to, those of other Cohn Robbins shareholders generally. The Cohn Robbins Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Business Combination, and in recommending to Cohn Robbins’ shareholders that they approve the Business Combination Proposal. Cohn Robbins’ shareholders should take these interests into account in deciding whether to approve the Business Combination Proposal. See the section entitled “Proposal No. 1–The Business Combination Proposal–Interests of Certain Persons in the Business Combination” for a further discussion of these interests.

Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement/prospectus and its Annexes and the accompanying financial statements of Cohn Robbins and SAZKA Entertainment, in each case, carefully and in its entirety.

 

Q:

When and where is the General Meeting?

 

A:

The General Meeting will be held on September 7, 2022 at 9:30 a.m., New York City time, at the offices of Skadden, located at One Manhattan West, New York, New York 10001, and via a live webcast at www.cstproxy.com/cohnrobbins/2022, or at such other time, on such other date and at such other place to which the meeting may be adjourned.

 

Q:

Who is entitled to vote at the General Meeting?

 

A:

As a shareholder of Cohn Robbins, you have a right to vote on certain matters affecting Cohn Robbins. The proposals that will be presented at the General Meeting and upon which you are being asked to vote are summarized above and fully set forth in this proxy statement/prospectus. Shareholders of Cohn Robbins will be entitled to vote or direct votes to be cast at the General Meeting if they owned Cohn Robbins Ordinary Shares at the close of business on August 15, 2022, which is the record date for the General Meeting.

 

Q:

How many votes do I have?

 

A:

Cohn Robbins’ shareholders are entitled to one (1) vote at the General Meeting for each Cohn Robbins Ordinary Share held of record as of the record date. As of the close of business on the record date for the General Meeting, there were 103,500,000 Cohn Robbins Ordinary Shares outstanding, of which 82,800,000 are Cohn Robbins Class A Shares and 20,700,000 are Founder Shares held by the Cohn Robbins Initial Shareholders (including Founder Shares transferred by the Cohn Robbins Sponsor in the amount of 40,000 Founder Shares to each of the Independent Directors, for a total of 160,000 Founder Shares transferred).

 

Q:

What are the specific proposals on which I am being asked to vote at the General Meeting?

 

A:

Cohn Robbins’ shareholders are being asked to approve the following proposals:

 

  1.

Business Combination Proposal — a proposal to approve and adopt the Business Combination Agreement and the transactions contemplated thereby (including, for the avoidance of doubt, the Plan of Merger attached hereto as Annex I), a copy of which is attached to this proxy statement/prospectus as Annex A, and the transactions contemplated thereby, including the Business Combination; and

 

  2.

Adjournment Proposal —a proposal to adjourn the General Meeting to a later date or dates to the extent reasonable (i) to ensure that any supplement or amendment to this proxy statement/prospectus is provided to Cohn Robbins’ shareholders, (ii) in order to solicit additional proxies from Cohn Robbins’ shareholders in favor of the Business Combination Proposal, (iii) if Cohn Robbins’ shareholders redeem an amount of Cohn Robbins Class A Shares such that the Available Cohn Robbins Cash Condition would not be satisfied or (iv) in order to solicit additional proxies in order to consummate the transactions contemplated by, or for any other reason in connection with, the Business Combination Agreement.

 

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Q:

What are the recommendations of the Cohn Robbins Board?

 

A:

After careful consideration, the Cohn Robbins Board has approved the Business Combination Agreement and the Business Combination, and recommends that Cohn Robbins’ shareholders vote “FOR” adoption of the Business Combination Agreement and approval of the Business Combination and “FOR” any other proposal presented to Cohn Robbins’ shareholders in this proxy statement/prospectus. When you consider the Cohn Robbins Board’s recommendation of these proposals, you should keep in mind that certain Cohn Robbins directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. Please see the section entitled “Proposal No. 1— The Business Combination Proposal — Interests of Certain Persons in the Business Combination” for additional information.

 

Q:

Do the Proposed Organizational Documents of Swiss NewCo differ materially from the current constitutional documents of Cohn Robbins?

 

A:

The Business Combination Agreement contemplates, among other things, the replacement of Cohn Robbins’ amended and restated memorandum and articles of association under the Companies Act with the Proposed Organizational Documents of Swiss NewCo, which differ materially from the current constitutional documents of Cohn Robbins in the certain respects. Please see the section entitled “Comparison of Shareholder Rights” for more information.

 

Q:

Why is Cohn Robbins proposing the Business Combination?

 

A:

Cohn Robbins is a blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, share purchase, reorganization or similar business combination with one (1) or more businesses. The Cohn Robbins Board sought to do this by utilizing the networks and industry experience of both the Cohn Robbins Sponsor and the Cohn Robbins Board to identify, acquire and operate one (1) or more businesses.

More specifically, the Cohn Robbins Board considered, among others, the following factors (although not weighted or in any order of significance):

 

   

SAZKA Entertainment’s Lottery-Led Entertainment Platform. SAZKA Entertainment operates in the growing $300 billion global lottery industry. The Cohn Robbins Board believes the lottery business is an attractive industry characterized by high consumer participation across wide demographics, resilience through market cycles, a positive public perception and upside potential from increasing online penetration.

 

   

SAZKA Entertainment’s Well-Known Brands Operate with High Barriers to Entry. In certain of the countries in which SAZKA Entertainment operates, the Cohn Robbins Board believes structural barriers to entry exist in the form of ownership of well-known consumer brands, leading market share, scaled distribution networks, exclusive long-term licenses and government concessions and country relationships which span multiple decades.

 

   

SAZKA Entertainment is Positioned to Capitalize on Continued Shifts to Digital Lotteries. Based on trends in global sports betting and lottery markets, the Cohn Robbins Board believes there is a potential to increase online lottery penetration in SAZKA Entertainment’s operating markets and that the lottery industry as a whole is poised for growth through increasing digitization. SAZKA Entertainment has more than doubled its online customers over the last two (2) years. Historically, across a sample of developed countries, introducing online lottery generally expands the total market size, does not cannibalize the retail lottery market’s growth and boosts margins. The Cohn Robbins Board believes these factors will help SAZKA Entertainment unlock a new, younger customer demographic.

 

   

SAZKA Entertainment has Identified Actionable Organic and Inorganic Growth Opportunities. SAZKA Entertainment operates in a highly cash-generative business, which makes funding available

 

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for organic and inorganic (i.e., mergers and acquisitions) growth opportunities. SAZKA Entertainment also has a successful track record of identifying and executing on attractive acquisition opportunities and the Cohn Robbins Board believes SAZKA Entertainment has a pipeline of such future potential acquisition opportunities.

 

   

Attractive Potential New Geographies. The Cohn Robbins Board believes SAZKA Entertainment has an opportunity to meaningfully grow its business via potential entries into new geographies. SAZKA Entertainment is also focused on potentially entering the U.S. market via organic or inorganic means.

 

   

Experienced Management Team. The Cohn Robbins Board believes that SAZKA Entertainment’s management team has extensive experience in key aspects of the lottery business, diverse backgrounds and experience in entering and enhancing new markets. SAZKA Entertainment’s management team is led by Robert Chvatal, who serves as the Company’s Chief Executive Officer, and executives with experience from leading companies such as T-Mobile, Proctor and Gamble, Morgan Stanley, Roche and ING Group, among others. The Cohn Robbins Board expects that SAZKA Entertainment’s executives will continue with the combined company following the Business Combination. For additional information regarding SAZKA Entertainment’s executive officers, see the section entitled “Management of Swiss NewCo After the Business Combination.”

 

   

Attractive Entry Valuation. SAZKA Entertainment is anticipated to have a pre-transaction initial enterprise value of $9.3 billion, implying a 11.5x multiple of 2022 adjusted EBITDA, which is based on a variety of assumptions, including, without limitation, no redemptions by Cohn Robbins’ public shareholders.

See the section entitled “Proposal No. 1–The Business Combination Proposal—The Cohn Robbins Board’s Reasons for the Business Combination” for additional information.

Although the Cohn Robbins Board believes that the Business Combination presents a compelling business combination opportunity and is in the best interests of Cohn Robbins and its shareholders, the Cohn Robbins Board did consider certain potentially material negative factors in arriving at that conclusion. These factors are discussed in greater detail in the section entitled “Proposal No. 1–The Business Combination Proposal—The Cohn Robbins Board’s Reasons for the Business Combination” and in the section entitled “Risk Factors—Risks Related to SAZKA Entertainment’s Business.”

 

Q:

Why is Cohn Robbins providing shareholders with the opportunity to vote on the Business Combination?

 

A:

The approval of the Business Combination is required under the Cohn Robbins amended and restated memorandum and articles of association and under Cayman Islands law. In addition, such approval is also a condition to the Closing of the Business Combination Agreement. Additionally, under Cohn Robbins’ amended and restated memorandum and articles of association, Cohn Robbins must provide all holders of Cohn Robbins Class A Shares with the opportunity to have their Cohn Robbins Class A Shares redeemed upon the consummation of its initial business combination either in conjunction with a tender offer or in conjunction with a shareholder vote. For business and other reasons, Cohn Robbins has elected to provide its shareholders with the opportunity to have their Cohn Robbins Class A Shares redeemed in connection with a shareholder vote rather than a tender offer. Therefore, Cohn Robbins is seeking to obtain the approval of its shareholders of the proposals contemplated by this proxy statement/prospectus and also allow its public shareholders to effectuate redemptions of their Cohn Robbins Class A Shares in connection with the Closing of the Business Combination Agreement in accordance with Cohn Robbins’ amended and restated memorandum and articles of association.

 

Q:

What will happen in the Business Combination?

 

A:

Pursuant to the Business Combination Agreement, and upon the terms and subject to the conditions therein, among other things: (i) Cohn Robbins will be merged with and into DE Merger Sub, the separate corporate

 

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  existence of Cohn Robbins will cease and DE Merger Sub will be the surviving corporation and a wholly owned subsidiary of US HoldCo; (ii) at the Merger Effective Time, (a) each Cohn Robbins Class A Share issued and outstanding immediately prior to the Merger Effective Time will automatically be cancelled and cease to exist in exchange for the right to receive the Merger Consideration and (b) Swiss NewCo will issue a right to acquire Swiss NewCo Class B Shares in exchange for each Cohn Robbins Warrant to be transferred immediately to holders of Cohn Robbins Public Warrants, as may be adjusted pursuant to the Warrant Agreement; (iii) in connection with the SPAC Merger described in clause (i), US HoldCo will issue membership interests to the Exchange Agent, acting in its own name but for the account of Cohn Robbins, and the Exchange Agent will contribute such membership interests of US HoldCo to Swiss NewCo in exchange for (a) the Merger Consideration, (b) the Exchange Share Consideration and (c) the PIPE Subscribed Shares; (iv) following its receipt of such shares as described in clause (iii), the Exchange Agent will effectuate the Merger Share Distribution, after which the Liquidations will occur; and (v), following the Merger Share Distribution and the Liquidations, the Exchange Agent will (a) effectuate the Acquisition Transfer and deliver the PIPE Investment Amount to Swiss NewCo as an equity contribution into the capital reserves of Swiss NewCo and (b) deliver (x) to KKCG, the Exchange Share Consideration (which does not include the 10,000,000 Swiss NewCo Class A Shares already held by KKCG) and the KKCG Cash Consideration and (y) to the PIPE Investors, the PIPE Subscribed Shares. Please see the section entitled “Proposal No. 1–The Business Combination Proposal” for additional information.

 

Q:

How has the announcement of the Business Combination affected the trading price of Cohn Robbins’ Class A Shares?

 

A:

On January 20, 2022, the trading date before the public announcement of the Business Combination, the Cohn Robbins Public Units, Cohn Robbins Class A Shares and Cohn Robbins Public Warrants closed at $10.06, $9.85 and $0.67, respectively. On August 17, 2022, the most recent practicable date prior to the date of this proxy statement/prospectus, the Cohn Robbins Public Units, Cohn Robbins Class A Shares and Cohn Robbins Public Warrants closed at $10.11, $10.00 and $0.45, respectively.

 

Q:

Following the Business Combination, will Cohn Robbins’ securities continue to trade on a stock exchange?

 

A:

No. Cohn Robbins anticipates that, following consummation of the Business Combination, the Cohn Robbins Public Units will automatically separate into their component parts, the Cohn Robbins Class A Shares and Cohn Robbins Public Warrants will be delisted from the NYSE and Cohn Robbins will be deregistered under the Exchange Act. However, Swiss NewCo intends to list the Swiss NewCo Class B Shares and Swiss NewCo Public Warrants on the NYSE under the symbols “ALWN” and “ALWN.WS,” respectively, upon the Closing of the Business Combination. The approval of Swiss NewCo’s listing application by the NYSE is a condition to Closing: Swiss NewCo’s initial listing application with the NYSE in connection with the transactions contemplated by the Business Combination Agreement shall have been conditionally approved and, immediately following the Closing of the Business Combination, Swiss NewCo shall satisfy any applicable initial and continuing listing requirements of the NYSE with regard to the listing of Swiss NewCo Shares and Swiss NewCo Public Warrants.

 

Q:

Is the Business Combination the first step in a “going private” transaction?

 

A:

No. Cohn Robbins does not intend for the Business Combination to be the first step in a “going private” transaction. One of the primary purposes of the Business Combination is to provide a platform for SAZKA Entertainment to access the U.S. public markets.

 

Q:

Will the management of SAZKA Entertainment change in the Business Combination?

 

A:

The current executive officers of SAZKA Entertainment are Robert Chvatal, the Chief Executive Officer, Kenneth Morton, the Chief Financial Officer, Stepan Dlouhy, the Chief Investment Officer, Jan Matuska,

 

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  the Chief Operating Officer, Jan Sterba, the Chief Marketing Officer, Tony Khatskevich, the Chief Technology Officer, Jonathan Handyside, Group General Counsel, Antonella Pederiva, the Head of Government Affairs, Pavel Turek, the Chief Global Brand and CSR Officer, and Iva Horcicova, the Head of Capital Markets. These individuals are expected to continue to serve as Swiss NewCo’s executive officers upon consummation of the Business Combination.

Upon the consummation of the transactions contemplated by the Business Combination Agreement, Swiss NewCo will initially be governed through a single-tiered board of directors comprised of seven (7) members, with each director serving terms of one (1) year.

Please see the section entitled “Management of Swiss NewCo After the Business Combination” for additional information.

 

Q:

What will holders of Cohn Robbins Ordinary Shares and Cohn Robbins Public Warrants and the SAZKA Shareholders each receive in the Business Combination?

 

A:

At the Closing, after giving effect to the transactions contemplated by the Business Combination Agreement and as more fully described in the Business Combination Agreement, the Ancillary Documents and elsewhere in this proxy statement/prospectus:

i.    KKCG will transfer all the Company Common Stock, and the PIPE Investors will transfer the PIPE Investment Amount, to the Exchange Agent;

ii.    Cohn Robbins will undergo the SPAC Merger;

iii.    at the Merger Effective Time, (a) each Cohn Robbins Class A Share issued and outstanding immediately prior to the Merger Effective Time will automatically be cancelled and cease to exist in exchange for the right to receive the number of newly issued Swiss NewCo Class B Shares equal to the Merger Consideration and (b) Swiss NewCo will issue a right to acquire Swiss NewCo Class B Shares in exchange for each Cohn Robbins Warrant, to be transferred immediately to holders of Cohn Robbins Warrants as may be adjusted pursuant to the Warrant Agreement;

iv.    in connection with the SPAC Merger, US HoldCo will issue membership interests to the Exchange Agent, acting in its own name but for the account of Cohn Robbins, and the Exchange Agent will contribute such membership interests of US HoldCo to Swiss NewCo in exchange for (a) the Merger Consideration, (b) the Exchange Share Consideration and (c) 35,700,000 Swiss NewCo Class B Shares, of which 30,300,000 are subject to adjustment upwards by the Class B Exchange Ratio;

v.    following its receipt of such shares (as described above), the Exchange Agent will distribute the Merger Share Distribution to non-redeeming Cohn Robbins shareholders participating in the Business Combination, after which the Liquidations will occur; and

vi.    following the Merger Share Distribution and the Liquidations, the Exchange Agent will (a) effectuate the Acquisition Transfer and deliver the PIPE Investment Amount to Swiss NewCo as an equity contribution into the capital contribution reserves of Swiss NewCo and (b) deliver (x) to KKCG, the Exchange Share Consideration (which does not include the 10,000,000 Swiss NewCo Class A Shares already held by KKCG) and the KKCG Cash Consideration and (y) to the PIPE Investors, the PIPE Subscribed Shares.

It is anticipated that, upon completion of the Business Combination: (i) Cohn Robbins’ public shareholders will own approximately 11.2% of Swiss NewCo; (ii) the Cohn Robbins Initial Shareholders will own approximately 1.5% of Swiss NewCo (as a result of the Business Combination and the PIPE Financing); (iii) the PIPE Investors (excluding the Cohn Robbins Initial Shareholders) will own approximately 4.8% of Swiss NewCo; and (iv) KKCG will own approximately 82.6% of Swiss NewCo. These levels of ownership interests assume that (A) no Cohn Robbins Class A Shares are elected to be redeemed by Cohn Robbins’ public shareholders, (B) 38,124,000 Swiss NewCo Class B Shares are issued to the PIPE Investors in connection with the PIPE Financing, and (C) the SAZKA Shareholders represent 100% of the issued and outstanding shares of SAZKA Entertainment.

 

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The ownership percentages with respect to Swiss NewCo following the Business Combination do not take into account the warrants to purchase Swiss NewCo Shares that will be outstanding immediately following the Business Combination, but do include (i) Founder Shares, which will be exchanged for and converted into the number of Cohn Robbins Class A Shares equal to (A) 17,253,600 divided by (B) the Class B Exchange Ratio, and (ii) the 160,000 Founder Shares held by other directors and officers of Cohn Robbins will be exchanged and converted into the number of Cohn Robbins Class A Shares equal to (1) 160,000, divided by (2) the Class B Exchange Ratio, in each case immediately prior to the SPAC Merger. If the actual facts are different than these assumptions (which they are likely to be), the ownership percentages in Swiss NewCo will be different. For more information, please see the sections entitled “Proposal No. 1–The Business Combination Proposal—The Business Combination Agreement—Ownership of Swiss NewCo” and “Unaudited Pro Forma Condensed Combined Financial Information—Redemption Scenarios.

Assuming that (i) 50% of the maximum number of redemptions by Cohn Robbins’ public shareholders such that the Available Cohn Robbins Cash Condition will still be satisfied, (ii) 38,730,126 Swiss NewCo Shares are issued to the PIPE Investors in connection with the PIPE Financing, and (iii) the SAZKA Shareholders represent 100% of the issued and outstanding shares of SAZKA Entertainment, the levels of ownership will be as follows: (A) the Cohn Robbins’ public shareholders will own approximately 9.3% of Swiss NewCo; (B) the Cohn Robbins Initial Shareholders will own approximately 1.5% of Swiss NewCo (as a result of the Business Combination and the PIPE Financing); (C) the PIPE Investors (excluding the Cohn Robbins Initial Shareholders) will own approximately 4.9% of Swiss NewCo; and (D) KKCG will own approximately 84.3% of Swiss NewCo, resulting in an amount of 784,829,157 total Swiss NewCo Shares outstanding, of which 506,267,275 will be Swiss NewCo Class A Shares and 155,000,000 will be Swiss NewCo Class B Shares.

Assuming that (i) the maximum number of redemptions by Cohn Robbins’ public shareholders such that the Available Cohn Robbins Cash Condition will still be satisfied, (ii) 39,740,446 Swiss NewCo Shares are issued to the PIPE Investors in connection with the PIPE Financing and (iii) the SAZKA Shareholders represent 100% of the issued and outstanding shares of SAZKA Entertainment, the levels of ownership will be as follows: (A) Cohn Robbins’ public shareholders will own approximately 7.3% of Swiss NewCo; (B) the Cohn Robbins Initial Shareholders will own approximately 1.6% of Swiss NewCo (as a result of the Business Combination and the PIPE Financing); (C) the PIPE Investors (excluding Cohn Robbins Initial Shareholders) will own approximately 5.2% of Swiss NewCo; and (D) KKCG will own approximately 86.0% of Swiss NewCo. If the actual facts are different than these above assumptions (which they are likely to be), the relative ownership percentages in Swiss NewCo will be different.

 

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The following table illustrates varying ownership levels in Swiss NewCo immediately following the consummation of the Business Combination, assuming (i) no redemptions by Cohn Robbins’ public shareholders, (ii) the median number of redemptions by Cohn Robbins’ public shareholders such that the Available Cohn Robbins Cash Condition will be satisfied and (iii) the maximum number of redemptions by Cohn Robbins’ public shareholders such that the Available Cohn Robbins Cash Condition will still be satisfied.

Share Ownership in Swiss NewCo

 

     Assuming no
Redemptions
    Assuming 50% of
Maximum
Redemptions(4)
    Assuming
Maximum Redemptions(5)
 
     Number of
Shares
     % of
Outstanding
Shares
    Number of
Shares
     % of
Outstanding
Shares
    Number of
Shares
     % of
Outstanding
Shares
 

Cohn Robbins public shareholders

     89,424,000        11.2     72,841,361        9.3     56,258,721        7.3

Cohn Robbins Initial Shareholders(1)

     17,370,500        2.2     17,370,500        2.2     17,370,500        2.3

PIPE Investors(2)

     32,724,000        4.1     33,331,036        4.2     34,343,685        4.5

KKCG(3)

     661,267,275        82.6     661,267,275        84.3     661,267,275        86.0

Pro Forma Ordinary Shares Outstanding

     800,785,775        100.0     784,810,171        100.0     769,240,182        100.0

 

     Assuming no
Redemptions
    Assuming 50% of
Maximum
Redemptions(3)
    Assuming Maximum
Redemptions(4)
 
     Number of
Shares
     %
Dilution(7)
    Number of
Shares
     %
Dilution(7)
    Number of
Shares
     %
Dilution(7)
 

Pro Forma Sources of Dilution(6)

               

KKCG Earn Out Shares

     30,000,000        3.61     30,000,000        3.68     30,000,000        3.75

Cohn Robbins Sponsor Earn Out Shares

     5,443,100        0.68     5,443,100        0.69     5,443,100        0.70

Cohn Robbins Public Warrants(8)

     27,600,000        3.33     27,600,000        3.40     27,600,000        3.46

Private Placement Warrants

     12,373,333        1.52     12,373,333        1.55     12,373,333        1.58

Adjusted Pro Forma Ordinary Shares Outstanding

     876,202,208          860,226,604          844,656,615     
               

 

     Assuming no
Redemptions
    Assuming 50% of
Maximum
Redemptions(3)
    Assuming Maximum
Redemptions(4)
 
     Proceeds      % /
Share(10)
    Proceeds      % /
Share(10)
    Proceeds      % /
Share(10)
 

Pro Forma Share Percentage Impact from Sources of Dilution(9)

               

KKCG Earn Out Shares

   $ —        $ —       $ —        $ —       $ —        $ —    

Cohn Robbins Sponsor Earn Out Shares

     —          —         —          —         —          —    

Cohn Robbins Public Warrants

     317,400,000        38.32     317,400,000        39.07     317,400,000        39.83

Private Placement Warrants

     142,293,329.5        17.50     142,289,500        17.85     142,289,500        18.21
     

 

 

      

 

 

      

 

 

 

 

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     Assuming no
Redemptions
    Assuming 50% of
Maximum
Redemptions(3)
    Assuming Maximum
Redemptions(4)
 
     Amount($)      % of
Trust
Account(12)
    Amount($)      % of
Trust
Account(12)
    Amount($)      % of
Trust
Account(12)
 

Deferred Discount

               

Effective Deferred Discount (11)

     28,980,000        3.5     28,980,000        4.4     28,980,000        5.8

 

 

(1)

Ownership amounts ascribed to the Cohn Robbins Initial Shareholders include Swiss NewCo Shares owned by such shareholders as a result of the PIPE Financing and the Business Combination.

 

(2)

Ownership amounts ascribed to the PIPE Investors exclude the Cohn Robbins Initial Shareholders.

 

(3)

KKCG owns 100% of SAZKA Entertainment’s ordinary shares.

 

(4)

Assumes that Cohn Robbins’ public shareholders exercise redemption rights with respect to 16,562,744 of Cohn Robbins’ public shares, which represents redemptions of approximately 20% of Cohn Robbins’ public shares and which is 50% of the maximum number of redemptions which may occur, at a redemption price of approximately $10.00 per share. The estimated per-share redemption value of $10.01 was calculated by dividing the Trust Account balance of approximately $829.1 million as of June 30, 2022, by 82,800,000 Cohn Robbins Class A Shares outstanding.

 

(5)

Assumes that Cohn Robbins’ public shareholders exercise redemption rights with respect to 33,125,487 of Cohn Robbins’ public shares, which represents redemptions of approximately 40% of Cohn Robbins’ public shares and which is the maximum number of redemptions at a redemption price of approximately $10.00 per share. The estimated per-share redemption value of $10.01 was calculated by dividing the Trust Account balance of approximately $829.1 million as of June 30, 2022, by 82,800,000 Cohn Robbins Class A Shares outstanding.

 

(6)

Represents the shares of Swiss NewCo issuable upon the exercise of all outstanding KKCG Earn Out Shares, Cohn Robbins Sponsor Earn Out Shares, Cohn Robbins Public Warrants and Private Placement Warrants.

 

(7)

To illustrate the potential dilutive impacts to non-redeeming shareholders of Cohn Robbins, the percentage dilution is calculated as the number of shares issued upon exercise of the dilutive instrument divided by the sum of (i) pro forma Cohn Robbins Ordinary Shares outstanding and (ii) the shares issued upon exercise of the dilutive instrument.

 

(8)

Reflects the adjustment to the number of Swiss NewCo Class B Shares issuable upon exercise of Cohn Robbins Public Warrants pursuant to Section 4.5 of the warrant agreement, dated as of September 11, 2020, between Cohn Robbins Holdings Corp. and Continental Stock Transfer & Trust Company, as warrant agent, including any amendment, modification or reduction of the warrant price set forth therein except for any adjustment made with respect to the Swiss NewCo Public Warrants in the Warrant Conversion (the “Existing Warrant Agreement”).

 

(9)

For the purposes of the sensitivity analysis and each potential source of dilution, the amount of proceeds from the exercise of each dilutive instrument is shown. Proceeds are additive to the book value of equity of Swiss NewCo with no other adjustments assumed to Swiss NewCo book value equity in the analysis above. The dollar per share impact is calculated as the incremental impact to book value per equity of Swiss NewCo resulting from each potential source of dilution and related proceeds on an individual basis. For Cohn Robbins Public Warrants and Private Placement Warrants, proceeds reflect receipt of the exercise price of $11.50 per share, consistent with the Existing Warrant Agreement.

 

(10)

The per-share impact from sources of dilution is calculated as the amount of proceeds from the exercise of each dilutive instrument divided by the sum of (i) pro forma Cohn Robbins Ordinary Shares outstanding and (ii) the shares issued upon exercise of the dilutive instrument.

 

(11)

Includes other capital markets advisory fees to be paid upon consummation of the Business Combination.

 

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(12)

The percent of Trust Account with respect to the deferred discount is the result of (i) 28.980 million divided by (ii) the result of (a) $829,088,974 (which is the approximate total funds in the Trust Account as of June 30, 2022) multiplied by (b) the following, as applicable: (1) in the no redemption scenario, 100.0%, (2) in the 50% redemption scenario, 80.0%, and (3) in the maximum redemption scenario, 60.0%.

 

Q:

What equity stake will the current holders of public shares of Cohn Robbins, the Cohn Robbins Initial Shareholders, the PIPE Investors and the SAZKA Shareholders hold in Swiss NewCo after the consummation of the Business Combination?

 

A:

It is anticipated that, upon completion of the Business Combination: (i) Cohn Robbins’ public shareholders will own approximately 11.2% of Swiss NewCo; (ii) the Cohn Robbins Initial Shareholders will own approximately 1.5% of Swiss NewCo (as a result of the Business Combination and the PIPE Financing); (iii) the PIPE Investors (excluding the Cohn Robbins Initial Shareholders) will own approximately 4.8% of Swiss NewCo; and (iv) KKCG will own approximately 82.6% of Swiss NewCo. These levels of ownership interests assume that (A) no Cohn Robbins Class A Shares are elected to be redeemed by Cohn Robbins’ public shareholders, (B) 38,124,000 Swiss NewCo Class B Shares are issued to the PIPE Investors in connection with the PIPE Financing and (C) the SAZKA Shareholders represent 100% of the issued and outstanding shares of SAZKA Entertainment.

The ownership percentages with respect to Swiss NewCo following the Business Combination do not take into account the warrants to purchase Swiss NewCo Shares that will be outstanding immediately following the Business Combination, but do include (i) Founder Shares, which will be exchanged for and converted into the number of Cohn Robbins Class A Shares equal to (A) 17,253,600 divided by (B) the Class B Exchange Ratio, and (ii) the 160,000 Founder Shares held by other directors and officers of Cohn Robbins will be exchanged and converted into the number of Cohn Robbins Class A Shares equal to (1) 160,000, divided by (2) the Class B Exchange Ratio, in each case immediately prior to the SPAC Merger. If the actual facts are different than these assumptions (which they are likely to be), the ownership percentages in Swiss NewCo will be different. For more information, please see the sections entitled “Proposal No. 1–The Business Combination Proposal—The Business Combination Agreement—Ownership of Swiss NewCo” and “Unaudited Pro Forma Condensed Combined Financial Information—Redemption Scenarios.

Assuming (i) 50% of the maximum number of redemptions by Cohn Robbins’ public shareholders such that the Available Cohn Robbins Cash Condition will still be satisfied, (ii) that 38,730,126 Swiss NewCo Shares are issued to the PIPE Investors in connection with the PIPE Financing and (iii) that the SAZKA Shareholders represent 100% of the issued and outstanding shares of SAZKA Entertainment, the levels of ownership will be as follows: (A) the Cohn Robbins public shareholders will own approximately 9.3% of Swiss NewCo; (B) the Cohn Robbins Initial Shareholders will own approximately 1.5% of Swiss NewCo (as a result of the Business Combination and the PIPE Financing); (C) the PIPE Investors (excluding the Cohn Robbins Initial Shareholders) will own approximately 4.9% of Swiss NewCo; and (D) KKCG will own approximately 84.3% of Swiss NewCo, resulting in an amount of 784,829,157 total Swiss NewCo Shares outstanding, of which 506,267,275 will be Swiss NewCo Class A Shares and 155,000,000 will be Swiss NewCo Class B Shares.

Alternatively, assuming (i) the maximum number of redemptions by Cohn Robbins’ public shareholders such that the Available Cohn Robbins Cash Condition will still be satisfied, (ii) that 39,740,446 Swiss NewCo Shares are issued to the PIPE Investors in connection with the PIPE Financing and (iii) that the SAZKA Shareholders represent 100% of the issued and outstanding shares of SAZKA Entertainment, the levels of ownership will be as follows: (A) Cohn Robbins’ public shareholders will own approximately 7.3% of Swiss NewCo; (B) the Cohn Robbins Initial Shareholders will own approximately 1.6% of Swiss NewCo (as a result of the Business Combination and the PIPE Financing); (C) the PIPE Investors (excluding Cohn Robbins Initial Shareholders) will own approximately 5.2% of Swiss NewCo; and (D) KKCG will own approximately 86.0% of Swiss NewCo. If the actual facts are different than these above assumptions (which they are likely to be), the relative ownership percentages in Swiss NewCo will be different.

 

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The following table illustrates varying ownership levels in Swiss NewCo immediately following the consummation of the Business Combination, assuming (i) no redemptions by Cohn Robbins’ public shareholders, (ii) the median number of redemptions by Cohn Robbins’ public shareholders such that the Available Cohn Robbins Cash Condition will be satisfied and (iii) the maximum number of redemptions by Cohn Robbins’ public shareholders such that the Available Cohn Robbins Cash Condition will still be satisfied.

Share Ownership in Swiss NewCo

 

     Assuming no
Redemptions
    Assuming 50% of
Maximum Redemptions(4)
    Assuming Maximum
Redemptions(5)
 
     Number of
Shares
     % of
Outstanding
Shares
    Number of
Shares
     % of
Outstanding
Shares
    Number of
Shares
     % of
Outstanding
Shares
 

Cohn Robbins public shareholders

     89,424,000        11.2     72,841,361        9.3     56,258,721        7.3

Cohn Robbins Initial Shareholders(1)

     17,370,500        2.2     17,370,500        2.2     17,370,500        2.3

PIPE Investors(2)

     32,724,000        4.1     33,331,036        4.2     34,343,685        4.5

KKCG(3)

     661,267,275        82.6     661,267,275        84.3     661,267,275        86.0

Pro Forma Ordinary Shares Outstanding

     800,785,775        100.0     784,810,171        100.0     769,240,182        100.0

 

     Assuming no
Redemptions
    Assuming 50% of
Maximum
Redemptions(3)
    Assuming Maximum
Redemptions(4)
 
     Number of
Shares
     %
Dilution(7)
    Number of
Shares
     %
Dilution(7)
    Number of
Shares
     %
Dilution(7)
 

Pro Forma Sources of Dilution(6)

               

KKCG Earn Out Shares

     30,000,000        3.61     30,000,000        3.68     30,000,000        3.75

Cohn Robbins Sponsor Earn Out Shares

     5,443,100        0.68     5,443,100        0.69     5,443,100        0.70

Cohn Robbins Public Warrants(8)

     27,600,000        3.33     27,600,000        3.40     27,600,000        3.46

Private Placement Warrants

     12,373,333        1.52     12,373,333        1.55     12,373,333        1.58

Adjusted Pro Forma Ordinary Shares Outstanding

     876,202,208          860,226,604          844,656,615     

 

     Assuming no
Redemptions
    Assuming 50% of Maximum
Redemptions(3)
    Assuming Maximum
Redemptions(4)
 
     Proceeds      % / Share(10)     Proceeds      % / Share(10)     Proceeds      % / Share(10)  

Pro Forma Share Percentage Impact from Sources of Dilution(9)

               

KKCG Earn Out Shares

   $ —        $ —       $ —        $ —       $ —        $ —    

Cohn Robbins Sponsor Earn Out Shares

     —          —         —          —         —          —    

Cohn Robbins Public Warrants

     317,400,000        38.32     317,400,000        39.07     317,400,000        39.83

Private Placement Warrants

     142,293,329.5        17.50     142,289,500        17.85     142,289,500        18.21

 

 

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     Assuming no
Redemptions
    Assuming 50% of
Maximum
Redemptions(3)
    Assuming Maximum
Redemptions(4)
 
     Amount($)      % of
Trust
Account(12)
    Amount($)      % of
Trust
Account(12)
    Amount($)      % of
Trust
Account(12)
 

Deferred Discount

               

Effective Deferred Discount (11)

     28,980,000        3.5     28,980,000        4.4     28,980,000        5.8

 

(1)

Ownership amounts ascribed to the Cohn Robbins Initial Shareholders include Swiss NewCo Shares owned by such shareholders as a result of the PIPE Financing and the Business Combination.

(2)

Ownership amounts ascribed to the PIPE Investors exclude the Cohn Robbins Initial Shareholders.

(3)

KKCG owns 100% of SAZKA Entertainment’s ordinary shares.

(4)

Assumes that Cohn Robbins’ public shareholders exercise redemption rights with respect to 16,562,744 of Cohn Robbins’ public shares, which represents redemptions of approximately 20% of Cohn Robbins’ public shares and which is 50% of the maximum number of redemptions which may occur, at a redemption price of approximately $10.01 per share. The estimated per-share redemption value of $10.01 was calculated by dividing the Trust Account balance of approximately $829.1 million as of June 30, 2022, by 82,800,000 Cohn Robbins Class A Shares outstanding.

(5)

Assumes that Cohn Robbins’ public shareholders exercise redemption rights with respect to 33,125,487 of Cohn Robbins’ public shares, which represents redemptions of approximately 40% of Cohn Robbins’ public shares and which is the maximum number of redemptions at a redemption price of approximately $10.01 per share. The estimated per-share redemption value of $10.01 was calculated by dividing the Trust Account balance of approximately $829.1 million as of June 30, 2022, by 82,800,000 Cohn Robbins Class A Shares outstanding.

(6)

Represents the shares of Swiss NewCo issuable upon the exercise of all outstanding KKCG Earn Out Shares, Cohn Robbins Sponsor Earn Out Shares, Cohn Robbins Public Warrants and Private Placement Warrants.

(7)

To illustrate the potential dilutive impacts to non-redeeming shareholders of Cohn Robbins, the percentage dilution is calculated as the number of shares issued upon exercise of the dilutive instrument divided by the sum of (i) pro forma Cohn Robbins Ordinary Shares outstanding and (ii) the shares issued upon exercise of the dilutive instrument.

(8)

Reflects the adjustment to the number of Swiss NewCo Class B Shares issuable upon exercise of Cohn Robbins Public Warrants pursuant to Section 4.5 of the Existing Warrant Agreement.

(9)

For the purposes of the sensitivity analysis and each potential source of dilution, the amount of proceeds from the exercise of each dilutive instrument is shown. Proceeds are additive to the book value of equity of Swiss NewCo with no other adjustments assumed to Swiss NewCo book value equity in the analysis above. The dollar per-share impact is calculated as the incremental impact to book value per equity of Swiss NewCo resulting from each potential source of dilution and related proceeds on an individual basis. For Cohn Robbins Public Warrants and Private Placement Warrants, proceeds reflect receipt of the exercise price of $11.50 per share, consistent with the Existing Warrant Agreement.

(10)

The per-share impact from sources of dilution is calculated as the amount of proceeds from the exercise of each dilutive instrument divided by the sum of (i) pro forma Cohn Robbins Ordinary Shares outstanding and (ii) the shares issued upon exercise of the dilutive instrument.

(11)

Includes other capital markets advisory fees to be paid upon consummation of the Business Combination.

(12)

The percent of Trust Account with respect to the deferred discount is the result of (i) 28.980 million divided by (ii) the result of (a) $829,088,974 (which is the approximate total funds in the Trust Account as of June 30, 2022) multiplied by (b) the following, as applicable: (1) in the no redemption scenario, 100.0%, (2) in the 50% redemption scenario, 80.0%, and (3) in the maximum redemption scenario, 60.0%.

 

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Q:

What revenues and profits and losses has SAZKA Entertainment generated in the last three (3) years?

 

A:

For the years ended December 31, 2021, December 31, 2020 and December 31, 2019, SAZKA Entertainment had revenues from gaming activities of €3,056.5 million, €2,018.0 million and €1,906.1 million, respectively, and profits from operating activities of €666.0 million, €375.7 million and €470.6 million, respectively. For the years ended December 31, 2021, 2020 and 2019, SAZKA Entertainment’s total assets were €6,524.4 million, €5,986.9 million and €4,438.2 million, respectively, and its total liabilities were €5,169.3 million, €4,474.9 million and €3,054.1 million, respectively. For additional information, please see the section entitled “SAZKA Entertainment’s Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

 

Q:

What is the PIPE Financing?

 

A:

In connection with the Business Combination and concurrently with the execution of the Business Combination Agreement, Cohn Robbins and Swiss NewCo entered into the Subscription Agreements with the PIPE Investors, pursuant to which such PIPE Investors agreed to purchase from Swiss NewCo, severally and not jointly, and Swiss NewCo agreed to issue and sell to such PIPE Investors, an aggregate of 35,700,000 Swiss NewCo Class B Shares, of which, 30,300,000 are subject to adjustment upwards by the Class B Exchange Ratio, for gross proceeds of $353 million on the Closing Date. The Swiss NewCo Shares to be issued pursuant to the Subscription Agreements have not been registered under the Securities Act, in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. Swiss NewCo will grant the Third-Party PIPE Investors certain customary registration rights in connection with the PIPE Financing, including demand and piggyback rights for any large Third-Party PIPE Investors that satisfy the ownership thresholds set forth in their applicable Subscription Agreements. The PIPE Financing is contingent upon, among other things, the Closing of the Business Combination.

Unless waived by SAZKA Entertainment, the Business Combination Agreement provides that SAZKA Entertainment’s obligation to consummate the Business Combination is conditioned on the amount of cash in the Trust Account (net of the Cash Redemption Amount) together with the proceeds from the PIPE Financing (or other financing in connection with the SPAC Merger and the Acquisition Transfer) (prior to any payment of any deferred underwriting commissions being held in the Trust Account or any unpaid transaction expenses of SAZKA Entertainment and Cohn Robbins) being equal to or greater than $850 million. The conditions to Closing in the Business Combination Agreement are for the sole benefit of the parties thereto and may be waived by such parties.

 

Q:

Why is Cohn Robbins proposing the Adjournment Proposal?

 

A:

Cohn Robbins is proposing the Adjournment Proposal to allow it to adjourn the General Meeting to a later date or dates to the extent reasonable (i) to ensure that any supplement or amendment to this proxy statement/prospectus is provided to Cohn Robbins’ shareholders, (ii) in order to solicit additional proxies from Cohn Robbins’ shareholders in favor of the Business Combination Proposal, (iii) if Cohn Robbins’ shareholders redeem an amount of Cohn Robbins Class A Shares such that the Available Cohn Robbins Cash Condition would not be satisfied or (iv) in order to solicit additional proxies in order to consummate the transactions contemplated by, or for any other reason in connection with, the Business Combination Agreement. Please see the section entitled “Proposal No. 2 — The Adjournment Proposal” for additional information.

 

Q:

What happens if I sell my Cohn Robbins Ordinary Shares before the General Meeting?

 

A:

The record date for the General Meeting is earlier than the date that the Business Combination is expected to be completed. If you transfer your Cohn Robbins public shares after the applicable record date but before

 

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  the General Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the General Meeting. However, you will not be able to seek redemption of your Cohn Robbins Ordinary Shares because you will no longer be able to deliver them for cancellation upon consummation of the Business Combination. If you transfer your Cohn Robbins Ordinary Shares prior to the applicable record date, you will have no right to vote those shares at the General Meeting or redeem those shares for a pro rata portion of the proceeds held in the Trust Account.

 

Q:

What vote is required to approve the proposals presented at the General Meeting?

 

A:

Approval of the Business Combination Proposal requires the affirmative vote of holders of at least two-thirds of Cohn Robbins Ordinary Shares that are entitled to vote and are voted at the General Meeting. Approval of the Adjournment Proposal requires the affirmative vote of holders of a majority of the Cohn Robbins Ordinary Shares that are entitled to vote and are voted at the General Meeting. Accordingly, a Cohn Robbins shareholder’s failure to vote by proxy or to vote in person (including virtually by visiting www.cstproxy.com/cohnrobbins/2022) at the General Meeting will not be counted towards the number of Cohn Robbins Ordinary Shares required to validly establish a quorum, and if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on any proposal. Broker non-votes and abstentions will be counted in connection with the determination of whether a valid quorum is established, but will have no effect on any proposal.

 

Q:

How will the Cohn Robbins Initial Shareholders and Cohn Robbins’ other current directors and officers vote?

 

A:

Prior to Cohn Robbins’ initial public offering, Cohn Robbins entered into agreements with the Cohn Robbins Initial Shareholders and other officers and directors of Cohn Robbins, pursuant to which each agreed to vote any Cohn Robbins Ordinary Shares owned by them in favor of an initial business combination. These agreements apply to the Cohn Robbins Initial Shareholders and other officers and directors of Cohn Robbins, including the Cohn Robbins Sponsor, as they relate to the Founder Shares and any other public shares held by the Cohn Robbins Initial Shareholders and other officers and directors of Cohn Robbins and the requirement to vote all of the Founder Shares and such other public shares held by the Cohn Robbins Initial Shareholders and other officers and directors of Cohn Robbins in favor of the Business Combination Proposal, and for any other proposal presented to Cohn Robbins’ shareholders in this proxy statement/prospectus. As of the record date, the Cohn Robbins Initial Shareholders and the other current directors and officers of Cohn Robbins own 20,700,000 Founder Shares, representing 20% of the Cohn Robbins Ordinary Shares then outstanding and entitled to vote at the General Meeting.

You should keep in mind that certain Cohn Robbins directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. Please see the section entitled “Proposal No. 1–The Business Combination Proposal—Interests of Certain Persons in the Business Combination” for additional information.

 

Q:

What interests do the Cohn Robbins Initial Shareholders and Cohn Robbins’ other current officers and directors have in the Business Combination?

 

A:

The Cohn Robbins Initial Shareholders and Cohn Robbins’ other current officers and directors have interests in the Business Combination that are different from or in addition to (and which may conflict with) your interests. You should take these interests into account in deciding whether to approve the Business Combination Proposal. These interests include the following considerations:

 

   

Cohn Robbins Initial Shareholders and the other officers and directors of Cohn Robbins have agreed not to redeem any Cohn Robbins Ordinary Shares held by them in connection with a shareholder vote to approve a proposed initial business combination;

 

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Cohn Robbins Sponsor paid an aggregate of $25,000 for the Founder Shares. The Founder Shares had an estimated aggregate market value of $206,793,000 based upon the closing price of $9.99 per public share on the NYSE on August 15, 2022, the record date for the General Meeting;

 

   

Cohn Robbins Initial Shareholders and the other officers and directors of Cohn Robbins have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if Cohn Robbins fails to complete an initial business combination by September 11, 2022 (unless such date is extended), and, in the event Cohn Robbins fails to complete an initial business combination by September 11, 2022 (unless such date is extended), the Founder Shares would have no value;

 

   

the Registration Rights Agreement will be entered into by the Cohn Robbins Initial Shareholders and the other officers and directors of Cohn Robbins;

 

   

Cohn Robbins Sponsor paid an aggregate of $18.56 million for its 12,373,333 Private Placement Warrants and such Private Placement Warrants will expire worthless if a business combination is not consummated by September 11, 2022 (unless such date is extended). The Private Placement Warrants had an estimated aggregate value of approximately $5,198,037 based on the closing price of $0.4201 per warrant on the NYSE on August 15, 2022, the record date for the General Meeting;

 

   

on September 1, 2021, Cohn Robbins entered into a convertible promissory note with the Cohn Robbins Sponsor, pursuant to which the Cohn Robbins Sponsor agreed to loan Cohn Robbins up to an aggregate principal amount of $1,000,000 and, as of the date of this proxy statement/prospectus, the outstanding principal balance under the such note was $1,000,000;

 

   

in connection with the PIPE Financing, the Cohn Robbins Sponsor (or its assignees) (including the Cohn Robbins Sponsor Related PIPE Investors) will purchase 5,400,000 Swiss NewCo Class B Shares and Tiger Partners L.P., an affiliate of Tiger Management LLC, will purchase the amount of Swiss NewCo Class B Shares equal to 1,500,000 multiplied by the Class B Exchange Ratio, whereas in Cohn Robbins’ initial public offering, Cohn Robbins’ public shareholders purchased Cohn Robbins Public Units, for $10.00 per Cohn Robbins Public Unit, each consisting of one (1) Cohn Robbins Class A Share and one-third of one (1) Cohn Robbins Public Warrant;

 

   

Cohn Robbins Sponsor and its affiliates can earn a positive rate of return on their investment, even if other stockholders experience a negative rate of return in the post-business combination company;

 

   

the right of the Cohn Robbins Initial Shareholders and the other directors and officers of Cohn Robbins to receive Swiss NewCo Shares is subject to certain lock-up periods (it being understood that no contractual selling restrictions apply to any shares issued in connection with the PIPE Financing);

 

   

the anticipated designation by Cohn Robbins of Clifton S. Robbins as a director of Swiss NewCo following the Business Combination;

 

   

the continued indemnification of Cohn Robbins’ existing directors and officers and the continuation of Cohn Robbins’ directors’ and officers’ liability insurance after the Business Combination;

 

   

The Cohn Robbins Sponsor and Cohn Robbins’ officers and directors will lose their entire investment in Cohn Robbins and will not be reimbursed for any out-of-pocket expenses if an initial business combination is not consummated by September 11, 2022 (unless such date is extended). If the Business Combination is consummated by September 11, 2022 (unless such date is extended), pursuant to the Business Combination Agreement, the reimbursement of out-of-pocket expenses incurred by the Cohn Robbins Sponsor and its affiliates and Cohn Robbins’ officers and directors in connection with activities on Cohn Robbins’ behalf in excess of $75 million requires SAZKA Entertainment’s consent. The aggregate value of all out-of-pocket expenses for which the Cohn Robbins Sponsor and Cohn Robbins’ officers and directors are entitled to reimbursement as of August 15, 2022, the record date for the General Meeting, is $266,966;

 

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if the Trust Account is liquidated, including in the event Cohn Robbins is unable to complete an initial business combination within the required time period, the Cohn Robbins Sponsor has agreed to indemnify Cohn Robbins to ensure that the proceeds in the Trust Account are not reduced below $10.00 per public share, or such lesser per public-share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which Cohn Robbins has entered into an acquisition agreement or claims of any third party for services rendered or products sold to Cohn Robbins, but only if such a target business or third party has not executed a waiver of any and all rights to seek access to the Trust Account; and

 

   

(i) the 20,540,000 Founder Shares held by the Cohn Robbins Sponsor will be exchanged and converted into the number of Cohn Robbins Class A Shares equal to (A) 17,253,600 divided by (B) the Class B Exchange Ratio and (ii) the 160,000 Founder Shares held by other directors and officers of Cohn Robbins will be exchanged and converted into the number of Cohn Robbins Class A Shares equal to (1) 160,000 divided by (2) the Class B Exchange Ratio, in each case, immediately prior to the SPAC Merger.

These interests may influence Cohn Robbins’ directors in making their recommendation that Cohn Robbins’ shareholders vote in favor of the approval of the Business Combination. Please see the section entitled “Proposal No. 1–The Business Combination Proposal—Interests of Certain Persons in the Business Combination” for additional information.

 

Q:

What happens if the Business Combination Proposal is not approved?

 

A:

In the event that the Business Combination Proposal does not receive the requisite vote for approval, Cohn Robbins will not consummate the Business Combination. If Cohn Robbins does not consummate the Business Combination and fails to complete an initial business combination by September 11, 2022 (unless such date is extended), Cohn Robbins will be required to dissolve and liquidate the Trust Account by returning the then-remaining funds in such account to its public shareholders.

 

Q:

What constitutes a quorum at the General Meeting?

 

A:

One (1) or more shareholders who together hold a majority of the issued and outstanding Cohn Robbins Ordinary Shares entitled to vote at the General Meeting must be present, in person (including virtual presence by visiting www.cstproxy.com/cohnrobbins/2022) or represented by proxy, at the General Meeting to constitute a quorum and in order to conduct business at the General Meeting. Broker non-votes and abstentions will be counted as present for the purpose of determining a quorum. The Cohn Robbins Initial Shareholders and other officers and directors of Cohn Robbins, who currently own 20% of the issued and outstanding Cohn Robbins Ordinary Shares, will count towards this quorum. In the absence of a quorum, the chairman of the General Meeting has power to adjourn the General Meeting. As of the record date for the General Meeting, 51,750,001 Cohn Robbins Ordinary Shares would be required to achieve a quorum.

 

Q:

What happens if I vote against any of the proposals contemplated by this proxy statement/prospectus?

 

A:

If you vote against the Business Combination Proposal but the Business Combination Proposal still obtains the requisite vote of holders of Cohn Robbins Ordinary Shares to approve the Business Combination Proposal, then the Business Combination Proposal will be approved and, assuming the satisfaction or waiver of the other conditions to Closing, the Business Combination and the transactions contemplated thereby will be consummated in accordance with the terms of the Business Combination Agreement.

Approval of the Business Combination Proposal requires the affirmative vote of holders of at least two-thirds of the Cohn Robbins Ordinary Shares that are entitled to vote and are voted at the General Meeting. Approval of the Adjournment Proposal requires the affirmative vote of holders of a majority of the Cohn Robbins Ordinary Shares that are entitled to vote and are voted at the General Meeting. Accordingly, a

 

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Cohn Robbins shareholder’s failure to vote by proxy or to vote in person (including virtually by visiting www.cstproxy.com/cohnrobbins/2022) at the General Meeting will not be counted towards the number of Cohn Robbins Ordinary Shares required to validly establish a quorum, and if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on any proposal. Broker non-votes and abstentions will be counted in connection with the determination of whether a valid quorum is established, but will have no effect on any proposal.

The Closing of the Business Combination is conditioned upon the approval of the Business Combination Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

It is important for you to note that, in the event that the Business Combination Proposal does not receive the requisite vote for approval, Cohn Robbins will not consummate the Business Combination. If Cohn Robbins does not consummate the Business Combination and fails to complete an initial business combination by September 11, 2022 (unless such date is extended), Cohn Robbins will be required to dissolve and liquidate the Trust Account by returning the then-remaining funds in such account to its public shareholders.

 

Q:

Do I have redemption rights?

 

A:

Pursuant to Cohn Robbins’ amended and restated memorandum and articles of association, holders of Cohn Robbins public shares may elect to have their shares redeemed for cash at the applicable redemption price per share calculated in accordance with Cohn Robbins’ amended and restated memorandum and articles of association. As of June 30, 2022, this would have amounted to approximately $10.01 per share. If a holder of Cohn Robbins public shares exercises its redemption rights, then such holder will be exchanging its Cohn Robbins Class A Shares for cash and will not own shares of Swiss NewCo following the closing of the transactions contemplated by the Business Combination Agreement, including the Business Combination. The Cohn Robbins Initial Shareholders and the other officers and directors of Cohn Robbins have agreed, for no consideration in return, to waive their redemption rights with respect to any Founder Shares they may hold in connection with the consummation of the Business Combination, and the Founder Shares will be excluded from the pro rata calculation used to determine the per-share redemption price.

Notwithstanding the foregoing, a holder of Cohn Robbins public shares, together with any affiliate or any other person with whom it is acting in concert or as a “group” (as defined in Section 13 of the Exchange Act) will be restricted from seeking redemption rights with respect to more than 15% of the outstanding Cohn Robbins Class A Shares (i.e., in excess of 12,420,000 Cohn Robbins Class A Shares). Accordingly, all public shares in excess of the 15% threshold beneficially owned by a public shareholder or group will not be redeemed for cash.

Cohn Robbins has no specified maximum redemption threshold under its amended and restated memorandum and articles of association, other than the aforementioned 15% threshold. Each redemption of Cohn Robbins Class A Shares by Cohn Robbins’ public shareholders will reduce the amount in the Trust Account, which held marketable securities with a fair value of approximately $829.1 million as of June 30, 2022. The conditions to Closing in the Business Combination Agreement are for the sole benefit of the parties thereto and may be waived by such parties. If, as a result of redemptions of Cohn Robbins Class A Shares by Cohn Robbins’ public shareholders, the Available Cohn Robbins Cash Condition is not met or is not waived by SAZKA Entertainment, then SAZKA Entertainment may elect not to consummate the Business Combination. In addition, in no event will Cohn Robbins redeem its Cohn Robbins Class A Shares in an amount that would cause its net tangible assets to be less than $5,000,001, as provided in the Cohn Robbins amended and restated memorandum and articles of association. Under these circumstances, Cohn Robbins’ shareholders may exercise their redemption rights with respect to a maximum of 33,125,487 redeemable Cohn Robbins Class A Shares upon consummation of the Business Combination at a redemption price of approximately $10.01 per share. The estimated per-share redemption value of $10.01 was calculated by dividing the Trust Account balance of approximately $829.1 million as of June 30, 2022, by 82,800,000 Cohn Robbins Class A Shares outstanding. See the section entitled “Unaudited Pro Forma

 

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Condensed Combined Financial Information—Redemption Scenarios.” Cohn Robbins’ shareholders who wish to redeem their public shares for cash must refer to and follow the procedures set forth in the section entitled “Extraordinary General Meeting of Cohn Robbins’ Shareholders—Redemption Rights” in order to properly redeem their public shares.

Holders of Cohn Robbins Public Warrants will not have redemption rights with respect to such warrants.

In addition, if a Cohn Robbins public shareholder does not redeem its Cohn Robbins Class A Shares, but other shareholders do elect to redeem their respective Cohn Robbins Class A Shares, the non-redeeming shareholders would own shares with a higher implied transaction value per share. The more redemptions of Cohn Robbins Class A Shares there are, the higher the Class B Exchange Ratio will be. As the number of redemptions of Cohn Robbins Class A Shares increases (subject to a cap of 80% redemptions), the Class B Exchange Ratio increases. As the Class B Exchange Ratio increases, the number of Swiss NewCo Class B Shares issuable per share of Cohn Robbins Class A Shares held by Cohn Robbins’ public shareholders after redemption will also increase. For informational purposes only, please see the table below for an illustration of the foregoing paragraph based on the approximately $829.1 million in the Trust Account as of June 30, 2022.

 

Percentage of Redemptions for Bonus Shares

     0     25     50     75     100

Implied Price Per Share

          

Percentage of Cohn Robbins Class A Shares Redeemed

     0     20     40     60     80

Percentage of Cohn Robbins Class A Shares not Redeemed

     100     80     60     40     20

Trust Account Size (in millions)(1)

   $ 829.1     $ 663.3     $ 497.5     $ 331.6     $ 165.8  

Assumed Price per Cohn Robbins Class A Share at the Closing

   $ 10.00     $ 10.00     $ 10.00     $ 10.00     $ 10.00  

Remaining Cohn Robbins Class A Shares (in millions)

     82.8       66.24       49.68       33.12       16.56  

Bonus Cohn Robbins Class A Shares Available to Non-Redeeming Holders (in millions)

     6.62       6.62       6.62       6.62       6.62  

Class B Exchange Ratio

     1.08       1.10       1.13       1.20       1.40  

Implied Price per Cohn Robbins Class A Share

   $ 9.26     $ 9.09     $ 8.85     $ 8.33     $ 7.14  

Implied Consideration per Cohn Robbins Class A Share

   $ 10.80     $ 11.00     $ 11.33     $ 12.00     $ 14.00  

 

(1)

As of June 30, 2021.

For illustrative purposes only, assuming a price of $10.00 per Cohn Robbins Class A Share at the Closing, non-redeeming shareholders would receive, in exchange for each Cohn Robbins Class A Share held, Swiss NewCo Class B Shares with a value equating to between $10.80 (assuming no redemptions) and $14.00 (assuming redemptions resulting in the maximum Class B Exchange Ratio).

Additionally, the Swiss NewCo Public Warrants are expected to be adjusted such that the number of Swiss NewCo Class B Shares underlying each Swiss NewCo Public Warrant is equal to the number of Cohn Robbins Class A Shares underlying the Cohn Robbins Warrants multiplied by the Class B Exchange Ratio. Such increase means that public shareholders’ holdings in Cohn Robbins will be diluted in comparison to those of the holders of Cohn Robbins Warrants at the Closing of the transactions contemplated by the Business Combination Agreement as no Cohn Robbins Warrants will be redeemed in connection with the Business Combination.

If a holder of Cohn Robbins public shares exercises its redemption rights, then such holder will be exchanging its Cohn Robbins Class A Shares for cash and will not own shares of Swiss NewCo following the closing of the transactions contemplated by the Business Combination Agreement, including the Business Combination. Such a holder will be entitled to receive cash for its public shares only if it properly demands redemption and delivers its shares (either physically or electronically) to the Transfer Agent in accordance with the procedures described herein. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to the Transfer Agent in order to validly redeem its shares.

 

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Q:

Can the Cohn Robbins Initial Shareholders redeem their Founder Shares in connection with consummation of the Business Combination?

 

A:

No. the Cohn Robbins Initial Shareholders, directors and officers have agreed, for no consideration in return, to waive their redemption rights with respect to any Founder Shares held by them in connection with the consummation of an initial business combination. Additionally, the Cohn Robbins Initial Shareholders have agreed, for no consideration in return, to waive their redemption rights with respect to their Founder Shares if Cohn Robbins fails to consummate an initial business combination by September 11, 2022 (unless extended pursuant to Cohn Robbins’ amended and restated memorandum and articles of association). However, if the Cohn Robbins Initial Shareholders and the other current officers and directors of Cohn Robbins acquire public shares, they will be entitled to liquidating distributions from the Trust Account with respect to such public shares if Cohn Robbins fails to consummate an initial business combination within the prescribed time frame.

 

Q:

Is there a limit on the total number of Cohn Robbins public shares that may be redeemed?

 

A:

Yes. A holder of Cohn Robbins Ordinary Shares, together with any affiliate of it or any other person with whom it is acting in concert or as a “group” (as defined in Section 13 of the Exchange Act) will be restricted from seeking redemption rights with respect to more than 15% of the outstanding Cohn Robbins Class A Shares (i.e., in excess of 12,420,000 Cohn Robbins Class A Shares). Accordingly, all public shares in excess of the 15% threshold beneficially owned by a public shareholder or group will not be redeemed for cash. In addition, the Cohn Robbins amended and restated memorandum and articles of association provide that in no event will Cohn Robbins redeem its Cohn Robbins Class A Shares in an amount that would cause its net tangible assets to be less than $5,000,001. The Business Combination Agreement provides that SAZKA Entertainment’s obligation to consummate the Business Combination is conditioned on the amount of cash in the Trust Account (net of the Cash Redemption Amount) together with the proceeds from the PIPE Financing (or other financing in connection with the SPAC Merger and the Acquisition Transfer) (prior to any payment of any deferred underwriting commissions being held in the Trust Account or any unpaid transaction expenses of SAZKA Entertainment and Cohn Robbins) being equal to or greater than $850 million. If, as a result of redemptions of Cohn Robbins Class A Shares by Cohn Robbins’ public shareholders, the Available Cohn Robbins Cash Condition is not met or is not waived by SAZKA Entertainment, then SAZKA Entertainment may elect not to consummate the Business Combination. Under these circumstances, Cohn Robbins’ shareholders may exercise their redemption rights with respect to a maximum of 33,125,487 redeemable Cohn Robbins Class A Shares upon consummation of the Business Combination at a redemption price of approximately $10.01 per share. The estimated per-share redemption value of $10.01 was calculated by dividing the Trust Account balance of approximately $829.1 million as of June 30, 2022, by 82,800,000 Cohn Robbins Class A Shares outstanding.

The conditions to Closing in the Business Combination Agreement are for the sole benefit of the parties thereto and may be waived by such parties.

 

Q:

Will how I vote affect my ability to exercise redemption rights?

 

A:

No. You may exercise your redemption rights whether you vote your Cohn Robbins Class A Shares for or against, or whether you abstain from voting on, the Business Combination Proposal, the Adjournment Proposal or any other proposal described by this proxy statement/prospectus. As a result, the Business Combination Agreement can be approved by Cohn Robbins shareholders who will redeem their shares and will not be shareholders of Swiss NewCo after the consummation of the transactions contemplated by the Business Combination Agreement.

 

Q:

How do I exercise my redemption rights?

 

A:

In order to exercise your redemption rights, you must: (i) if you hold Cohn Robbins Public Units, separate the underlying Cohn Robbins Class A Shares and Cohn Robbins Public Warrants; (ii) prior to 5:00 p.m.,

 

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  New York City time, on September 2, 2022 (two (2) business days before the scheduled General Meeting), identify yourself in writing as a beneficial holder and provide your legal name, phone number and address to the Transfer Agent in order to validly redeem your shares and tender your shares physically or electronically and submit a request in writing that Cohn Robbins redeem your public shares for cash to Continental Stock Transfer & Trust Company, the Transfer Agent, at the following address: Continental Stock Transfer & Trust Company, 1 State Street, New York, New York 10004, Attention: Mark Zimkind; and (iii) deliver your public shares either physically or electronically through DTC’s DWAC system to the Transfer Agent at least two (2) business days before the initially scheduled General Meeting. Shareholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the Transfer Agent and time to effect delivery. Shareholders should generally allot at least two (2) weeks to obtain physical certificates from the Transfer Agent. However, it may take longer than two (2) weeks. Shareholders who hold their shares in “street name” will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically. If you do not submit a written request and deliver your public shares as described above, your shares will not be redeemed.

You do not have to be a shareholder on the record date in order to exercise your redemption rights. Shareholders seeking to exercise their redemption rights, whether they are registered holders or hold their shares in “street name” are required to either tender their certificates to the Transfer Agent prior to the date set forth in this proxy statement/prospectus, or up to two (2) business days prior to the initially scheduled vote on the Business Combination Proposal at the General Meeting, or to deliver their shares to the Transfer Agent electronically using DTC’s DWAC system, at such shareholder’s option. The requirement for physical or electronic delivery prior to the General Meeting ensures that a redeeming shareholder’s election to redeem is irrevocable once the Business Combination is approved.

If you hold Cohn Robbins Public Units registered in your own name, you must deliver the certificate for such units to the Transfer Agent with written instructions to separate such units into Cohn Robbins Class A Shares and Cohn Robbins Public Warrants. This must be completed far enough in advance to permit the mailing of the public share certificates back to you so that you may then exercise your redemption rights upon the separation of the Cohn Robbins Class A Shares from the Cohn Robbins Public Units.

If a broker, dealer, commercial bank, trust company or other nominee holds your Cohn Robbins Public Units, you must instruct such nominee to separate your units. Your nominee must send written instructions by facsimile to the Transfer Agent. Such written instructions must include the number of units to be split and the nominee holding such units. Your nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant units and a deposit of an equal number of Cohn Robbins Class A Shares and Cohn Robbins Public Warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the public shares from the Cohn Robbins Public Units. While this is typically done electronically on the same business day, you should allow at least one (1) full business day to accomplish the separation. If you fail to cause your Cohn Robbins Public Units to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

Any demand for redemption, once made, may be withdrawn at any time until the vote is taken with respect to the Business Combination. If you delivered your shares for redemption to the Transfer Agent and decide within the required timeframe not to exercise your redemption rights, you may request that the Transfer Agent return the shares (physically or electronically).

There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The Transfer Agent will typically charge a tendering broker a fee and it is in the broker’s discretion whether or not to pass this cost on to the redeeming shareholder. However, this fee would be incurred regardless of whether or not shareholders seeking to exercise redemption rights are required to tender their shares, as the need to deliver shares is a requirement to exercising redemption rights, regardless of the timing of when such delivery must be effectuated.

If you exercise your redemption rights, your Cohn Robbins Class A Shares will cease to be outstanding immediately prior to the Business Combination and will only represent the right to

 

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receive a pro rata share of the aggregate amount then on deposit in the Trust Account. You will no longer own those shares and you will not receive any Swiss NewCo Shares in the Business Combination. You will have no right to participate in, or have any interest in, the future growth of Swiss NewCo, if any. You will be entitled to receive cash for your Cohn Robbins Class A Shares only if you properly and timely demand redemption.

 

Q:

What are the U.S. federal income tax consequences of exercising my redemption rights?

 

A:

It is expected that a U.S. Holder (as defined in the section entitled “Material Tax Considerations—United States Federal Income Tax Considerations to U.S. Holders”) that exercises its redemption rights to receive cash from the Trust Account in exchange for its Cohn Robbins Class A Shares will generally be treated as selling such ordinary shares, resulting in the recognition of capital gain or capital loss. There may be certain circumstances, however, in which the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of ordinary shares that such U.S. Holder owns or is deemed to own (including through the ownership of warrants). For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights, see the section entitled “Material Tax Considerations—United States Federal Income Tax Considerations to U.S. Holders—Effects to U.S. Holders of Exercising Redemption Rights”.

All holders considering exercising redemption rights are urged to consult their tax advisors regarding the tax consequences to them of an exercise of redemption rights, including the applicability and effect of U.S. federal, state, local and non-U.S. tax laws.

 

Q:

What are the U.S. federal income tax consequences as a result of the Business Combination to U.S. Holders of Cohn Robbins Ordinary Shares and Cohn Robbins Public Warrants?

 

A:

As discussed more fully in the section entitled “Material Tax Considerations—United States Federal Income Tax Considerations to U.S. Holders,” it is intended that the SPAC Merger qualify as a “reorganization” within the meaning of Section 368(a)(l)(F) of the Code. Assuming that the SPAC Merger so qualifies, U.S. Holders (as defined in the section entitled “Material Tax Considerations—United States Federal Income Tax Considerations to U.S. Holders”) will generally not recognize gain or loss for U.S. federal income tax purposes on the exchange of Cohn Robbins Ordinary Shares and Cohn Robbins Public Warrants for Swiss NewCo Shares and Swiss NewCo Public Warrants, as applicable, in the SPAC Merger.

All holders are urged to consult their tax advisors regarding the potential tax consequences to them of the Business Combination, including the applicability and effect of U.S. federal, state and local and non-U.S. tax laws.

 

Q:

If I am a Cohn Robbins warrant holder, can I exercise redemption rights with respect to my Cohn Robbins Public Warrants?

 

A:

No. There will be no redemption rights or liquidating distributions with respect to Cohn Robbins Public Warrants, which will expire worthless if Cohn Robbins fails to complete its initial business combination by September 11, 2022 (unless such date is extended).

 

Q.

How do the Cohn Robbins Public Warrants differ from the Private Placement Warrants and what are the related risks for any holders of Cohn Robbins Public Warrants following the Business Combination?

 

A.

The Private Placement Warrants are identical to the Cohn Robbins Public Warrants in all material respects, except that the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of the Business Combination and they will not be redeemable by Cohn Robbins (except as described in the notes to Cohn Robbins’ financial statements included elsewhere in this proxy statement/

 

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  prospectus) so long as they are held by the Cohn Robbins Sponsor or its permitted transferees. The Cohn Robbins Sponsor, or its permitted transferees, has the option to exercise the Private Placement Warrants on a cashless basis. If the Private Placement Warrants are held by holders other than the Cohn Robbins Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by Cohn Robbins in all redemption scenarios and exercisable by the holders on the same basis as the Cohn Robbins Public Warrants.

As a result, following the Business Combination, Cohn Robbins may redeem your Cohn Robbins Public Warrants prior to their exercise at a time that is disadvantageous to you, thereby significantly impairing the value of such warrants. Cohn Robbins will have the ability to redeem outstanding Cohn Robbins Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the closing price of the Cohn Robbins Class A Shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading day period ending on the third trading day prior to the date on which a notice of redemption is sent to the warrantholders. Cohn Robbins will not redeem the Cohn Robbins Public Warrants as described above unless a registration statement under the Securities Act covering the Cohn Robbins Class A Shares issuable upon exercise of such warrants is effective and a current prospectus relating to those Cohn Robbins Class A Shares is available throughout the 30-day redemption period. If and when the Cohn Robbins Public Warrants become redeemable by Cohn Robbins, it may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding Cohn Robbins Public Warrants could force you (i) to exercise your Cohn Robbins Public Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your Cohn Robbins Public Warrants at the then-current market price when you might otherwise wish to hold your Cohn Robbins Public Warrants or (iii) to accept the nominal redemption price which, at the time the outstanding Cohn Robbins Public Warrants are called for redemption, is likely to be substantially less than the market value of your Cohn Robbins Public Warrants.

In addition, Cohn Robbins will have the ability to redeem the outstanding Cohn Robbins Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10 per warrant if, among other things, the closing price of the Cohn Robbins Class A Shares equals or exceeds $10.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) on the trading day prior to the date on which a notice of redemption is sent to the warrant holders. This redemption feature differs from the typical warrant redemption features used in many other blank check offerings, which typically only provide for a redemption of warrants for cash (other than the Private Placement Warrants) when the trading price for the Cohn Robbins Class A Shares exceeds $18.00 per share for a specified period of time. Recent trading prices for the Cohn Robbins Class A Shares have not exceeded the $10.00 per share threshold at which the Cohn Robbins Public Warrants would become redeemable. In such a case, the holders will be able to exercise their Cohn Robbins Public Warrants prior to redemption for a number of Cohn Robbins Class A Shares determined based on the redemption date and the fair market value of the Cohn Robbins Class A Shares. Please see the notes to Cohn Robbins’ financial statements included elsewhere in this proxy statement/prospectus for more information. The value received upon exercise of the Cohn Robbins Public Warrants (i) may be less than the value the holders would have received if they had exercised their Cohn Robbins Public Warrants at a later time where the underlying share price is higher and (ii) may not compensate the holders for the value of the Cohn Robbins Public Warrants.

In each case, Cohn Robbins may only call the Cohn Robbins Public Warrants for redemption upon a minimum of 30 days’ prior written notice of redemption to each holder, provided that holders will be able to exercise their Cohn Robbins Public Warrants prior to the time of redemption and, at Cohn Robbins’ election, any such exercise may be required to be on a cashless basis.

 

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Q:

Do I have appraisal rights or dissenters’ rights if I object to the proposed Business Combination?

 

A:

None of the holders Cohn Robbins Ordinary Shares or Cohn Robbins Warrants have appraisal rights in connection the Business Combination under the Companies Act. Cohn Robbins’ shareholders may be entitled to give notice to Cohn Robbins prior to the meeting that they wish to dissent to the Business Combination and to receive payment of fair market value for their Cohn Robbins Ordinary Shares if they follow the procedures set forth in the Companies Act, noting that any such dissention rights may be limited pursuant to Section 239 of the Companies Act, which states that no such dissention rights shall be available in respect of shares of any class for which an open market exists on a recognized stock exchange at the expiry date of the period allowed for written notice of an election to dissent provided that the merger consideration constitutes, inter alia, shares of any company which at the effective date of the merger are listed on a national securities exchange. It is the view of the Cohn Robbins Board that such fair market value would equal the amount which Cohn Robbins’ shareholders would obtain if they exercise their redemption rights as described herein.

Appraisal rights are not available to the SAZKA Shareholders in connection with the Business Combination.

 

Q:

What happens to the funds held in the Trust Account upon consummation of the Business Combination?

 

A:

The conditions to Closing in the Business Combination Agreement are for the sole benefit of the parties thereto and may be waived by such parties. The Business Combination Agreement provides that SAZKA Entertainment’s obligation to consummate the Business Combination is conditioned on the Available Cohn Robbins Cash being equal to or greater than $850 million. If the Business Combination is consummated, Swiss NewCo will distribute Available Cohn Robbins Cash in the following order of priority: (i) first, to pay Transaction Expenses, (ii) second, paid to Primrose the Primrose Cash Distribution (as defined in the Business Combination Agreement), (iii) third, paid as KKCG Cash Consideration, to KKCG up to and until the sum of distributions made pursuant to clauses (i), (ii) and (iii) is equal to $850 million, (iv) fourth, to be retained on the balance sheet of Swiss NewCo as primary proceeds up to and until the amount retained pursuant to this clause (iv) is equal to the product of (a) Net Minimum Cash, multiplied by (b) the fraction 3/2 (c) less the Net Minimum Cash and (v) fifth, one-third of any remaining amount shall be retained on the balance sheet of Swiss NewCo as additional primary proceeds and two-thirds shall be distributed to KKCG. If the Business Combination is paid for using equity or debt securities or not all of the funds released from the Trust Account are used for payment of the consideration in connection with the Business Combination or used for redemptions or purchases of the public shares, Cohn Robbins may apply the balance of the cash released to it from the Trust Account for general corporate purposes, including for maintenance or expansion of operations of Swiss NewCo, the payment of principal or interest due on indebtedness incurred in completing its Business Combination, to fund the purchase of other companies or for working capital. For more information, please see the section entitled “Proposal No. 1—The Business Combination Proposal—Sources.”

 

Q:

What happens if the Business Combination Agreement is terminated or the Business Combination is not consummated?

 

A:

The conditions to Closing in the Business Combination Agreement are for the sole benefit of the parties thereto and may be waived by such parties. The Business Combination Agreement is subject to the satisfaction or waiver of certain customary closing conditions including, among others: (i) approval of the Business Combination and related agreements and transactions by the respective shareholders of Cohn Robbins and SAZKA Entertainment, (ii) approval by Cohn Robbins’ shareholders of the Business Combination Proposal, (iii) effectiveness of the registration statement of which this proxy statement/prospectus forms a part, (iv) receipt of approval for listing on the NYSE of the shares of Swiss NewCo to be issued in connection with the transactions contemplated by the Business Combination Agreement, (v) receipt of certain required regulatory approvals, (vi) absence of any injunctions or adoption of any laws

 

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  prohibiting the Business Combination Agreement and the transactions contemplated thereby, (vii) that the Available Cohn Robbins Cash Condition is met and (viii) satisfaction of customary bringdowns of the representations, warranties and covenants of the parties therein. Please see the section entitled “Proposal No. 1–The Business Combination Proposal—The Business Combination Agreement” for information regarding the parties’ specific termination rights.

Cohn Robbins will have, unless extended pursuant to Cohn Robbins’ amended and restated memorandum and articles of association, only 24 months from the closing of its initial public offering to complete an initial business combination. If Cohn Robbins has not completed its initial business combination within such 24-month period, Cohn Robbins will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible, but not more than 10 business days thereafter, redeem its public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Cohn Robbins’ remaining shareholders and the Cohn Robbins Board, liquidate and dissolve, subject, in each case, to Cohn Robbins’ obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to Cohn Robbins Public Warrants, which will expire worthless if Cohn Robbins fails to complete its initial business combination within the 24-month time period (unless such time period is extended).

The Cohn Robbins Initial Shareholders and the other current officers and directors of Cohn Robbins have entered into a letter agreement with Cohn Robbins, pursuant to which they have waived their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if Cohn Robbins fails to complete its initial business combination within 24 months from the closing of its initial public offering, unless extended pursuant to Cohn Robbins’ amended and restated memorandum and articles of association. However, if the Cohn Robbins Initial Shareholders and the other current officers and directors of Cohn Robbins acquire public shares, they will be entitled to liquidating distributions from the Trust Account with respect to such public shares if Cohn Robbins fails to complete its initial business combination within the allotted 24-month time period (or such extended time period).

 

Q:

What do I need to do now?

 

A:

Your vote is very important. You should read carefully this entire proxy statement/prospectus, including the Annexes and accompanying financial statements of SAZKA Entertainment and Cohn Robbins to fully understand the proposed Business Combination before voting on the proposals to be considered at the General Meeting.

Whether or not you plan to attend the General Meeting, please vote as soon as possible by following the instructions in this proxy statement/prospectus to ensure that your shares are represented at the General Meeting. The transactions contemplated by the Business Combination Agreement will be consummated only if the Business Combination Proposal is approved at the General Meeting. The Closing of the Business Combination is conditioned upon the approval of the Business Combination Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

 

Q:

How do I vote?

 

A:

If you hold your shares in “street name” and are a Cohn Robbins shareholder of record, you may vote by mail or in person at the General Meeting. Each Cohn Robbins Ordinary Share that you own in your name entitles you to one (1) vote on each of the proposals for the General Meeting. Your one (1) or more proxy cards show the number of Cohn Robbins Ordinary Shares that you own.

 

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Voting by Mail. You can vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. By signing the proxy card and returning it in the enclosed pre-paid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the General Meeting in the manner you indicate. You are encouraged to sign and return the proxy card even if you plan to attend the General Meeting so that your shares will be voted if you are unable to attend the General Meeting. If you receive more than one (1) proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the General Meeting. If you sign and return the proxy card but do not give instructions on how to vote your shares, your Cohn Robbins Ordinary Shares will be voted as recommended by the Cohn Robbins Board. The Cohn Robbins Board recommends voting “FOR” the Business Combination Proposal and “FOR” the Adjournment Proposal. Votes submitted by mail must be received by 9:30 a.m., New York City time, on September 7, 2022.

Voting in Person at the Meeting. If you attend the General Meeting and plan to vote in person, you will be provided with a ballot at the General Meeting. If your shares are registered directly in your name, you are considered the shareholder of record and you have the right to vote in person at the General Meeting. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the General Meeting and vote in person, you will need to bring to the General Meeting a legal proxy from your broker, bank or nominee authorizing you to vote these shares. That is the only way Cohn Robbins can be sure that the broker, bank or nominee has not already voted your Cohn Robbins Ordinary Shares.

Voting Virtually at the Meeting. If your shares are registered in your name with Continental Stock Transfer & Trust Company and you attend the General Meeting and plan to vote virtually, you must visit www.cstproxy.com/cohnrobbins/2022, enter the 12-digit control number included on your proxy card or notice of the General Meeting and click on the “Click here to preregister for the online meeting” link at the top of the page. Just prior to the start of the General Meeting you will need to log back into the General Meeting site using your control number. Pre-registration is recommended but is not required in order to attend.

If your shares are held in an account at a brokerage firm, bank or other nominee, then you are the beneficial owner of shares held in “street name” and this proxy statement/prospectus is being sent to you by that broker, bank or other nominee. The broker, bank or other nominee holding your account is considered to be the shareholder of record for purposes of voting at the General Meeting. As a beneficial owner, you have the right to direct your broker, bank or other nominee regarding how to vote the shares in your account by following the instructions that the broker, bank or other nominee provides you along with this proxy statement/prospectus. As a beneficial owner, if you wish to vote at the General Meeting, you will need to bring to the General Meeting a legal proxy from your broker, bank or other nominee authorizing you to vote those shares. See the section entitled “— Attending the General Meeting” below for more details.

 

Q:

What will happen if I abstain from voting or fail to vote at the General Meeting?

 

A:

At the General Meeting, a properly executed proxy marked “ABSTAIN” with respect to a particular proposal will be counted as present for purposes of determining whether a quorum is present. For purposes of approval, broker non-votes and abstentions will have no effect on the Business Combination Proposal or the Adjournment Proposal (other than as counted for purposes of determining whether a quorum is present).

If you fail to take any action with respect to the General Meeting and the Business Combination is approved by Cohn Robbins’ shareholders and the Business Combination is consummated, you will become a shareholder or warrant holder of Swiss NewCo. If you fail to take any action with respect to the General

 

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Meeting and the Business Combination is not approved, you will remain a shareholder or warrant holder of Cohn Robbins. However, even if you fail to vote with respect to the General Meeting, you will nonetheless be able to elect to redeem your Cohn Robbins public shares in connection with the Business Combination.

 

Q:

What will happen if I sign and return my proxy card without indicating how I wish to vote?

 

A:

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the General Meeting.

 

Q:

If I am not going to attend the General Meeting, should I return my proxy card instead?

 

A:

Yes. Whether you plan to attend the General Meeting or not, please read this proxy statement/prospectus carefully in its entirety, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Cohn Robbins intends to hold the General Meeting in person as well as virtually, via a live webcast at www.cstproxy.com/cohnrobbins/2022. However, Cohn Robbins is sensitive to the public health and travel concerns its shareholders may have and recommendations that public health officials may issue in light of the evolving COVID-19 situation. As a result, Cohn Robbins may impose additional procedures or limitations on meeting attendees or may decide to hold the meeting in a different location. Cohn Robbins plans to announce any such updates on its proxy website at www.cstproxy.com/cohnrobbins/2022, and encourages you to check this website prior to the meeting if you plan to attend.

 

Q:

If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

 

A:

No. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” If this is the case, this proxy statement/prospectus may have been forwarded to you by your brokerage firm, bank or other nominee, or its agent, and you may need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker, bank or other nominee as to how to vote your shares. Under the rules of various national and regional securities exchanges, your broker, bank or other nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or other nominee. Cohn Robbins believes all the proposals presented to its shareholders will be considered non-discretionary and therefore your broker, bank or nominee cannot vote your shares without your instruction. Your bank, broker or other nominee can vote your shares only if you provide instructions on how to vote. As the beneficial holder, you have the right to direct your broker, bank or other nominee as to how to vote your shares and you should instruct your broker, bank or other nominee to vote your shares in accordance with directions you provide. If you do not provide voting instructions to your broker, bank or other nominee on a particular proposal on which your broker does not have discretionary authority to vote, your shares will not be voted on that proposal. This is called a “broker non-vote.” Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the General Meeting, and otherwise will have no effect on a particular proposal.

 

Q:

May I change my vote after I have mailed my signed proxy card?

 

A:

Yes. You may change your vote by (i) sending a later-dated, signed proxy card (ii) sending notice to Cohn Robbins’ Secretary in writing before the General Meeting that you have revoked your proxy (in the case of clauses (i) and (ii), so that such card or notice is received prior to the vote at the General Meeting scheduled to take place on September 7, 2022) or (iii) attending the General Meeting, revoking your proxy and voting in person (including by virtual means).

 

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Q:

What should I do with my share certificates, warrant certificates or unit certificates?

 

A:

Cohn Robbins’ shareholders who exercise their redemption rights must deliver (either physically or electronically) their share certificates to Continental Stock Transfer & Trust Company prior to the General Meeting.

Holders must complete the procedures for electing to redeem their public shares in the manner described in the section entitled “Redemption Rights” prior to 5:00 p.m., New York City time, on September 2, 2022 (two (2) business days before the scheduled General Meeting) in order for such shares to be redeemed.

Cohn Robbins’ warrant holders should not submit the certificates relating to their Cohn Robbins Public Warrants. Public shareholders who do not elect to have their Cohn Robbins public shares redeemed for the pro rata share of the Trust Account should not submit the certificates relating to their Cohn Robbins public shares.

Upon the Closing of the Business Combination Agreement and the transactions contemplated thereby, holders of Cohn Robbins Public Units, Cohn Robbins Ordinary Shares and Cohn Robbins Public Warrants will receive Swiss NewCo Shares and Swiss NewCo Public Warrants, as the case may be, without needing to take any action and, accordingly, such holders should not submit any certificates relating to their Cohn Robbins Public Units, Cohn Robbins Class A Shares (unless such holder elects to redeem the either their Cohn Robbins Public Units or Cohn Robbins Class A Shares in accordance with the procedures set forth below), Cohn Robbins Class B Shares or Cohn Robbins Public Warrants.

 

Q:

What should I do if I receive more than one (1) set of voting materials?

 

A:

You may receive more than one (1) set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one (1) brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one (1) name, you will receive more than one (1) proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your Cohn Robbins Ordinary Shares.

 

Q:

Who will solicit and pay the cost of soliciting proxies for the General Meeting?

 

A:

Cohn Robbins will bear the entire cost of the proxy solicitation, including the preparation, assembly, printing, mailing and distribution of this proxy statement/prospectus and the related proxy materials. Cohn Robbins has engaged Morrow Sodali LLC (“Morrow Sodali”), to assist in the solicitation of proxies for the General Meeting. Cohn Robbins will pay Morrow Sodali a fee of $45,000, plus disbursements and indemnify Morrow Sodali and its affiliates against certain claims, liabilities, losses, damages and expenses for their services as Cohn Robbins’ proxy solicitor. Cohn Robbins will reimburse brokerage firms and other custodians for their reasonable out-of-pocket expenses for forwarding this proxy statement/prospectus and the related proxy materials to Cohn Robbins’ shareholders. Directors, officers and employees of Cohn Robbins who solicit proxies will not be paid any additional compensation for soliciting.

 

Q:

Who can help answer my questions?

 

A:

If you have questions about the Business Combination or the proposals included in this proxy statement/prospectus or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card you should contact:

Morrow Sodali LLC

333 Ludlow Street

5th Floor, South Tower

 

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Individuals (toll-free): (800) 662-5200

Banks and Brokerage Firms, please call collect: (203) 658-9400

To obtain timely delivery, Cohn Robbins’ shareholders must request the materials no later than August 30, 2022, or five (5) business days prior to the General Meeting.

You may also obtain additional information about Cohn Robbins from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

If you are a holder of Cohn Robbins public shares and intend to seek redemption of such shares, you will need to deliver your public shares (either physically or electronically) to the Transfer Agent. Holders must complete the procedures for electing to redeem such shares in the manner described in the section entitled “Redemption Rights” prior to 5:00 p.m., New York City time, on September 2, 2022 (two (2) business days before the scheduled General Meeting) in order for such shares to be redeemed. If you have questions regarding the certification of your position or delivery of your public shares, please contact the Transfer Agent:

Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attention: Mark Zimkind

 

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SUMMARY

This summary highlights selected information contained in this proxy statement/prospectus and does not contain all of the information that is important to you. You should read carefully this entire proxy statement/prospectus, including the Annexes and accompanying financial statements of SAZKA Entertainment and Cohn Robbins to fully understand the proposed Business Combination (as described below) before voting on the proposals to be considered at the General Meeting (as described below). Please see the section entitled “Where You Can Find More Information.”

Parties to the Business Combination

SAZKA Entertainment

SAZKA Entertainment was incorporated as a stock corporation (Aktiengesellschaft) organized under the laws of Switzerland in accordance with articles 620 et seq. of the CO (as defined below) on November 11, 2020.

The Company is registered with the commercial register of the Canton Lucerne under company registration number CHE-366.705.452. The SAZKA Articles of Association in effect as of the date of this proxy statement/prospectus are dated May 12, 2022.

The mailing address of SAZKA Entertainment’s principal executive office prior to and after the Closing of the Business Combination is Weinmarkt 9, 6004 Lucerne, Switzerland. Neither the SAZKA Articles of Association nor the operation of law limit the duration of the Company. The Company’s telephone number is +41 41 266 09 43 and its website is www.\allwynentertainment.com. The Company’s legal entity identifier is 315700KPTPXHWHNG4BP91. We do not incorporate the information contained on, or accessible through, our corporate website into this proxy statement/prospectus, and you should not consider it part of this proxy statement/prospectus. We have included our website address only as an inactive textual reference and do not intend it to be an active link to our website.

Swiss NewCo

Swiss NewCo is a Swiss stock corporation (Aktiengesellschaft) that was incorporated on November 30, 2021. To date, Swiss NewCo has not conducted any material activities other than those incident to its formation and the pending Business Combination and only has nominal assets consisting of cash and cash equivalents. Accordingly, no financial statements of Swiss NewCo have been included in this proxy statement/prospectus. Swiss NewCo intends to apply to list the Swiss NewCo Class B Shares and Swiss NewCo Public Warrants under the Exchange Act and on NYSE under the symbols “ALWN” and “ALWN.WS,” respectively, upon the Closing of the Business Combination. Swiss NewCo is anticipated to have a dual-class structure, through which Swiss NewCo Class A Shares (held by KKCG) will have four (4) times the voting power (relative to their economic power) of the holders of Swiss NewCo Class B Shares.

The mailing address of Swiss NewCo’s principal executive office prior to the Closing of the Business Combination is c/o Allwyn AG, Weinmarkt 9, 6004 Lucerne, Switzerland. The mailing address of Swiss NewCo’s principal executive office after the Closing of the Business Combination will be c/o Allwyn AG, Weinmarkt 9, 6004 Lucerne, Switzerland. Neither the Proposed Articles of Association nor the operation of law limit the duration of Swiss NewCo. Swiss NewCo’s telephone number is +41 41 266 09 43 and its website is www.\allwynentertainment.com. Swiss NewCo’s legal entity identifier is 315700P650J9MYX6S812.

US HoldCo

US HoldCo is a Delaware limited liability company and direct wholly owned subsidiary of Swiss NewCo. US HoldCo was incorporated on January 11, 2022. To date, US HoldCo has not conducted any material activities

 

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other than those incident to its formation and the pending Business Combination and only has nominal assets consisting of cash and cash equivalents. Accordingly, no financial statements of US HoldCo have been included in this proxy statement/prospectus.

The mailing address of US HoldCo’s registered office is 251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808.

Cohn Robbins

Cohn Robbins is a blank check company incorporated as a Cayman Islands exempted company on July 13, 2020, for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one (1) or more businesses or entities. Cohn Robbins consummated its initial public offering on September 11, 2020, generating gross proceeds of $828 million, which includes the full exercise of the underwriter’s option to purchase an additional 10,800,000 units at the initial public offering price to cover over-allotments.

The Cohn Robbins Class A Shares, Cohn Robbins Public Units and Cohn Robbins Public Warrants are traded on NYSE under the ticker symbols, “CRHC,” “CRHC.U” and “CRHC.WS,” respectively. Upon the Closing of the Business Combination, Cohn Robbins’ securities will be delisted from the NYSE.

The mailing address of Cohn Robbins’ registered office is 1000 N. West Street, Suite 1200, Wilmington, DE 19801.

DE Merger Sub

DE Merger Sub is a Delaware limited liability company and a direct owned subsidiary of US HoldCo that was incorporated on January 11, 2022 to facilitate the consummation of the Business Combination. In the Business Combination, Cohn Robbins will merge with and into DE Merger Sub, with DE Merger Sub continuing as the surviving entity.

The mailing address of DE Merger Sub’s registered office is 251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808.

The Business Combination Agreement

On January 20, 2022, Cohn Robbins entered into the Business Combination Agreement with SAZKA Entertainment, Swiss NewCo, US HoldCo and DE Merger Sub. Pursuant to the Business Combination Agreement, and subject to the terms and conditions contained therein, the Business Combination will be effected in two (2) steps: (i) on the date on which the Merger Effective Time occurs (the “Merger Closing Date”), Cohn Robbins will merge with and into DE Merger Sub, with DE Merger Sub surviving the SPAC Merger as a wholly owned direct subsidiary of Swiss NewCo and (ii) upon the closing of the Acquisition Transfer, DE Merger Sub and US HoldCo shall liquidate their assets into Swiss NewCo and the PIPE Investors and SAZKA Shareholders will receive newly issued Swiss NewCo Shares in exchange for, with respect to the PIPE Investors, the PIPE Investment Amount, and, with respect to the SAZKA Shareholders, all of such holders’ Company Capital Stock (as defined below), as a result of which SAZKA Entertainment will become a wholly owned subsidiary of Swiss NewCo.

The terms and conditions of the Business Combination are contained in the Business Combination Agreement, a copy of which is attached to this proxy statement/prospectus as Annex A. You are encouraged to read the Business Combination Agreement carefully, as it is the legal document that governs the Business Combination. For more information on the Business Combination Agreement, see the section entitled “Proposal No. 1–The Business Combination Proposal–The Business Combination Agreement.”

 

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The Merger

On the Closing Date and immediately prior to the Merger Effective Time:

 

   

the holders of Cohn Robbins Class B Shares will exchange their Cohn Robbins Class B Shares and Cohn Robbins Warrants for Cohn Robbins Class A Shares and Cohn Robbins Warrants, in each case, in the amounts specified in and pursuant to the terms of the Sponsor Agreement; and

 

   

any Cohn Robbins Ordinary Shares that are required to be redeemed shall be cancelled and shall cease to exist and shall therefore be redeemed for the consideration pursuant to the Business Combination Agreement, Cohn Robbins’ governing documents, the Trust Agreement and this proxy statement/prospectus.

On the Closing Date, the parties to the Business Combination Agreement shall cause the SPAC Merger to be consummated by filing (i) with the Secretary of State of the State of Delaware a Certificate of Merger (the “Merger Certificate”) and (ii) the Plan of Merger (together with the Merger Certificate, the “SPAC Merger Documents”), in each case, duly executed and completed in accordance with the relevant provisions of the Delaware General Corporations Law (as may be amended from time to time, the “DGCL”) and the Companies Act, as appropriate

At the Merger Effective Time:

 

   

each then-outstanding Cohn Robbins Public Unit will be separated and cancelled and each holder thereof will be deemed to hold one (1) Cohn Robbins Class A Share and one-third of one (1) Cohn Robbins Warrant;

 

   

each Cohn Robbins Class A Share issued and outstanding immediately prior to the Merger Effective Time shall be cancelled and cease to exist in exchange for the right to receive the Merger Consideration pursuant to the Business Combination Agreement and described in the section entitled “Proposal No. 1–The Business Combination Proposal–The Business Combination”;

 

   

Swiss NewCo shall effect the Warrant Conversion, which is expected to result in the number of Swiss NewCo Class B Shares underlying each Swiss NewCo Public Warrant being equal to the number of Cohn Robbins Class A Shares underlying the Cohn Robbins Warrants multiplied by the Class B Exchange Ratio;

 

   

each then-outstanding Cohn Robbins Warrant (including, for the avoidance of doubt, Cohn Robbins Warrants following the separation and cancelation of Cohn Robbins Public Units) will be exchanged for Swiss NewCo Public Warrants pursuant to the Warrant Agreement;

 

   

each then-outstanding Cohn Robbins Ordinary Share owned by Cohn Robbins or its subsidiaries as treasury stock will be cancelled for no payment or consideration; and

 

   

following the actions undertaken above, the Exchange Agent will transfer the Merger Consideration to Cohn Robbins’ shareholders and the Swiss NewCo Public Warrants to holders of Cohn Robbins Warrants pursuant to the Warrant Conversion.

Following the SPAC Merger, DE Merger Sub will liquidate its assets to US HoldCo and, following such liquidation, US HoldCo will liquidate its assets to Swiss NewCo.

On the next business day (unless otherwise agreed between Cohn Robbins and SAZKA Entertainment) following the Merger Closing Date, subject to certain conditions being satisfied or waived, the Closing shall take place electronically through the exchange of documents via email.

 

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Prior to the Acquisition Transfer, Swiss NewCo shall undertake all corporate steps required to increase its share capital to reflect the issuance of the shares to be transferred to Cohn Robbins’ shareholders and to the PIPE Investors as well as the Exchange Share Consideration (as defined below) (the “Company Share Capital Increase”). Upon registration of the Company Share Capital Increase in the Commercial Register Lucerne (as defined in the Business Combination Agreement), Swiss NewCo shall issue to the Exchange Agent a number of Swiss NewCo Class A Shares and Swiss NewCo Class B Shares constituting the Exchange Share Consideration, the Merger Consideration and the PIPE Subscribed Shares.

The Acquisition Transfer

At the Closing Date, by virtue of the transactions contemplated by the Business Combination Agreement:

 

   

Following the Liquidations, the Exchange Agent will contribute (i) the Company Common Stock held by KKCG to Swiss NewCo and (ii) the PIPE Investment Amount to Swiss NewCo;

 

   

Following the Liquidations and the Acquisition Transfer, the Exchange Agent will deliver (i) to KKCG, an aggregate number of Swiss NewCo Shares equal to an aggregate par value of CHF 27,550,691 (which is expected to be allocated as set forth in the section entitled “Proposal No. 1–The Business Combination Proposal–The Business Combination Agreement”), (ii) to KKCG, the KKCG Cash Consideration and (iii) to the PIPE Investors, 35,700,000 Swiss NewCo Class B Shares, of which, 30,300,000 are subject to adjustment upwards by the Class B Exchange Ratio;

 

   

At or substantially concurrently with the Closing Date, Swiss NewCo will distribute the Available Cohn Robbins Cash (i) first, to pay the Transaction Expenses, (ii) second, to Primrose pursuant to the Primrose Cash Distribution (as defined in the Business Combination Agreement), (iii) third, to KKCG, paid as KKCG Cash Consideration, up to and until the sum of the distributions made pursuant to the foregoing clauses (i), (ii) and (iii) is equal to $850 million, (iv) fourth, to be retained on the balance sheet of Swiss NewCo as primary proceeds up and until the Net Minimum Cash amount is met and (v) fifth, one-third of any remaining amount shall be retained on the balance sheet of Swiss NewCo as additional primary proceeds and two-thirds shall be distributed to KKCG; and

 

   

On the Closing Date, and as further described in the section entitled “Proposal No. 1 – The Business Combination Proposal–Ancillary Documents–Apollo Side Letter,” Swiss NewCo will repurchase all of SAZKA Entertainment’s convertible preferred shares held by Primrose in exchange for a combination of (i) cash and (ii) the Convertible Notes (as defined below).

Conditions to Closing

The obligations of Cohn Robbins and the Company Parties (as defined below) to consummate the Business Combination are subject to the satisfaction or waiver (where permissible) at or prior to the Closing Date of the following conditions:

 

   

the approval of Cohn Robbins’ shareholders shall have been obtained;

 

   

solely to the extent required and to the extent the Closing shall not have occurred by September 11, 2022 (or such extended date), the approval set forth in Cohn Robbins’ disclosure schedule to the Business Combination Agreement shall have been obtained;

 

   

the registration statement of which this proxy statement/prospectus forms a part shall have become effective under the Securities Act and no stop order suspending the effectiveness of such registration statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn;

 

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the gaming approvals and certain other required regulatory approvals as set forth in SAZKA Entertainment’s disclosure schedules to the Business Combination Agreement shall have been obtained;

 

   

the Swiss NewCo Class B Shares to be issued in connection with the transactions contemplated by the Business Combination Agreement shall have been approved for listing on the NYSE;

 

   

pursuant to section 655A of the Australian Corporations Act (as defined below), the Australian Securities and Investments Commission shall have exempted the Exchange Agent and Swiss NewCo from compliance with section 606 of the Australian Corporations Act arising from their respective acquisitions of relevant interests in units in Reef Casino Trust (ARSN 093 156 293), an Australian managed investment scheme, as a result of the Business Combination on such conditions as are acceptable to Swiss NewCo; provided that this paragraph shall be a condition to the Business Combination or the SPAC Merger only to the extent it would be a breach of the Australian Corporations Act to otherwise enter into the Business Combination Agreement or consummate the transactions contemplated by the Business Combination Agreement; and

 

   

there shall not be in force any governmental order enjoining or prohibiting the consummation of either or both of the Business Combination or the SPAC Merger or any law that makes the consummation of either or both of the Business Combination or the SPAC Merger illegal or otherwise prohibited; provided that the governmental authority issuing such governmental order has jurisdiction over the parties thereto with respect to the transactions contemplated hereby.

The obligations of Cohn Robbins to consummate the Business Combination are subject to the satisfaction or waiver (where permissible) of the following additional conditions as of the dates set forth below, except with respect to such representations and warranties which speak as to an earlier date, which shall have the applicable standard applied at such date:

 

   

certain of SAZKA Entertainment’s representations and warranties being true and correct in all but de minimis respects as of the Closing Date;

 

   

the SAZKA Fundamental Representations (as defined below) (other than certain exceptions pursuant to the Business Combination Agreement and described in the section entitled “Proposal No. 1–The Business Combination Proposal–The Business Combination Agreement”) shall be true and correct in all material respects as of the date of the Business Combination Agreement and the Closing Date;

 

   

the representations and warranties of the Company Parties, other than the SAZKA Fundamental Representations, shall be true and correct as of the date of the Business Combination Agreement and as of the Closing Date;

 

   

each of the covenants of the Company Parties to be performed or complied with as of or prior to the Closing shall have been performed in all material respects;

 

   

the Swiss NewCo Shares issuable in connection with the Business Combination shall be duly authorized by Swiss NewCo and Swiss NewCo’s governing documents; and

 

   

there shall not have occurred and be continuing a material adverse effect with respect to SAZKA Entertainment after the date of the Business Combination Agreement.

 

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The obligations of the Company Parties to consummate the Business Combination are subject to the satisfaction or waiver (where permissible) of the following additional conditions as of the dates set forth below, except with respect to such representations and warranties which speak as to an earlier date, which shall have the applicable standard applied at such date:

 

   

The Cohn Robbins Fundamental Representations (as defined in the Business Combination Agreement) (other than certain exceptions pursuant to the Business Combination Agreement and described in the section entitled “Proposal No. 1The Business Combination Proposal”) shall be true and correct in all material respects as of the date of the Business Combination Agreement and the Merger Closing Date;

 

   

The representations and warranties set forth in Section 6.12(a) of the Business Combination Agreement shall be true and correct in all but de minimis respects as of the date of the Business Combination Agreement and as of the Merger Closing Date;

 

   

The representations and warranties of Cohn Robbins set forth in Article VI of the Business Combination Agreement (other than the Cohn Robbins Fundamental Representations and the representations and warranties set forth in Section 6.12(a) of the Business Combination Agreement) shall be true and correct as of the date of the Business Combination Agreement and as of the Merger Closing Date other than those which would not be expected to have a material adverse effect on Cohn Robbins’ ability to consummate the Business Combination;

 

   

each of the covenants of Cohn Robbins to be performed as of or prior to the Closing shall have been performed in all material respects; and

 

   

the Available Cohn Robbins Cash is equal to or greater than $850 million.

Termination

Mutual termination rights. The Business Combination Agreement may be terminated and the transactions contemplated thereby abandoned:

 

   

by the mutual written consent of SAZKA Entertainment and Cohn Robbins;

 

   

by SAZKA Entertainment or Cohn Robbins if the Closing Date has not occurred by September 20, 2022 (the “Original End Date”); provided that if on the Original End Date the conditions to the Closing set forth in Section 10.1(d) of the Business Combination Agreement shall not have been satisfied but all other conditions shall have been satisfied (or in the case of conditions that by their terms are to be satisfied at the Closing, shall be capable of being satisfied on the Original End Date) or waived by all parties entitled to the benefit of such conditions, then such date shall automatically be extended, without any action on the part of any party to the Business Combination Agreement, to November 20, 2022 (the “Extended End Date”) (the Original End Date or the Original End Date to the extent extended by the Extended End Date, the “Agreement End Date”); provided, however, that a party shall not be entitled to terminate the Business Combination Agreement pursuant to the terms in Section 11.1(b) of the Business Combination Agreement if such party’s breach of the Business Combination Agreement has prevented the consummation of the Closing at or prior to such time;

 

   

by SAZKA Entertainment or Cohn Robbins if any governmental order which has become final and non-appealable has the effect of making consummation of either or both of the Business Combination or SPAC Merger illegal or otherwise preventing or prohibiting consummation of either or both of the Business Combination or SPAC Merger or if there shall be adopted any law that permanently makes consummation of either or both of the Business Combination or SPAC Merger illegal or otherwise prohibited; and

 

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by SAZKA Entertainment or Cohn Robbins if the approval of Cohn Robbins’ shareholders has not been obtained due to the failure to obtain the required vote at the General Meeting.

SAZKA Entertainment termination rights. The Business Combination Agreement may be terminated and the transactions contemplated thereby abandoned:

 

   

if there has been a Cohn Robbins Modification in Recommendation (as defined below); and

 

   

by written notice to Cohn Robbins upon the occurrence of a Terminating Cohn Robbins Breach (as defined below) which is not cured within the time period beginning on the date of such Terminating Cohn Robbins Breach and ending on the earlier of (a) 45 days after Cohn Robbins’ receipt of SAZKA Entertainment’s notice of such breach or (b) the Agreement End Date, provided that SAZKA Entertainment is not then in material breach of the Business Combination Agreement.

Cohn Robbins termination rights. The Business Combination Agreement may be terminated and the transactions contemplated thereby abandoned:

 

   

By written notice to SAZKA Entertainment upon the occurrence of a Terminating SAZKA Breach (as defined below) which is not cured within the time period beginning on the date of such Terminating SAZKA Breach and ending on the earlier of (i) 45 days after SAZKA Entertainment’s receipt of Cohn Robbins’ notice of such breach or (ii) the Agreement End Date; provided that Cohn Robbins is not then in material breach of the Business Combination Agreement.

The PIPE Investment

In connection with entering into the Business Combination Agreement, Cohn Robbins and Swiss NewCo entered into the Subscription Agreements with the PIPE Investors, pursuant to which, among other things, the PIPE Investors agreed to purchase an aggregate amount of Base Shares (as defined in the Subscription Agreements) purchased at $10.00 per share, multiplied by (y)(i) in the case of the Third-Party PIPE Investors, the Class B Exchange Ratio (between 1.08 and 1.40, depending on the number of redemptions) and (ii) in the case of the Cohn Robbins Sponsor, 1.08, resulting in aggregate proceeds of $353 million in the PIPE Financing. The PIPE Financing is conditioned on, among other things, the Closing of the Business Combination occurring substantially concurrently with the closing of the PIPE Financing.

In comparison to the PIPE Investment, the purchasers in Cohn Robbins’ initial public offering received Cohn Robbins Public Units, for $10.00 per Cohn Robbins Public Unit, each consisting of one (1) Cohn Robbins Class A Share and one-third of one (1) Cohn Robbins Public Warrant. Among other things, each PIPE Investor agreed in its respective Subscription Agreement that it and its affiliates will not have any right, title, interest or claim of any kind in or to any monies in the Trust Account and agreed not to, and waived any right to, make any claim against the Trust Account (including any distributions therefrom). In addition, Swiss NewCo granted the Third-Party PIPE Investors certain customary registration rights in connection with the PIPE Financing, including demand and piggyback rights for any large Third-Party PIPE Investors that satisfy the ownership thresholds set forth in their applicable Subscription Agreements.

The Third-Party PIPE Investors include Tiger Partners L.P., an affiliate of Tiger Management LLC, which subscribed for a the amount of Swiss NewCo Class B Shares equal to 1,500,000 multiplied by the Class B Exchange Ratio. Alexander T. Robertson, who is a director of Cohn Robbins, is President and Chief Operating Officer of Tiger Management LLC.

 

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For more information about the Business Combination Agreement and the Business Combination and other transactions contemplated thereby, see the section entitled “Proposal No. 1–The Business Combination Proposal–The Business Combination Agreement.”

Ancillary Documents

Sponsor Agreement

In connection with the execution of the Business Combination Agreement, Cohn Robbins, the Sponsor Parties, SAZKA Entertainment and Swiss NewCo entered into the Sponsor Agreement, dated as of January 20, 2022, a copy of which is attached to this proxy statement/prospectus as Annex C.

The Sponsor Parties have agreed that, immediately prior to the Merger Effective Time, they will effectuate the Founder Recapitalization. In connection with the Founder Recapitalization, (i) 20,540,000 outstanding Cohn Robbins Class B Shares held by the Cohn Robbins Sponsor will be exchanged and converted into the number of Cohn Robbins Class A Shares equal to (a) 17,253,600 divided by (b) the Class B Exchange Ratio; and (ii) 160,000 outstanding Cohn Robbins Class B Shares held by the Independent Directors will be exchanged and converted into the number of Cohn Robbins Class A Shares equal to (1) 160,000 divided by (2) the Class B Exchange Ratio. For more information, please see the section entitled “Proposal No. 1–The Business Combination Proposal–Ancillary Documents–Sponsor Agreement.”

Pursuant to the Sponsor Agreement, the Cohn Robbins Sponsor will also forfeit a number of Cohn Robbins Warrants equal to (i) 12,373,333, minus (a)(1) 12,373,333, divided by (2) the Class B Exchange Ratio.

The Cohn Robbins Sponsor has also agreed that, during the Measurement Period (as defined below), 5,443,100 of its Swiss NewCo Class B Shares will be subject to a vesting schedule, vesting in two (2) tranches, each consisting of 50% of the Swiss NewCo Shares held by the Cohn Robbins Sponsor subject to vesting (2,721,550 Swiss NewCo Shares), when the VWAP (as defined in the Sponsor Agreement) of the Swiss NewCo Class B Shares is greater than $12.00 per share and $14.00 per share, respectively, for any 20 trading days within a period of 30 trading days. The occurrence of certain change of control transactions during the Measurement Period may also trigger the vesting of the applicable tranche of shares as set forth in the Sponsor Agreement. The Cohn Robbins Sponsor has agreed to forfeit any Swiss NewCo Shares held by it which have not yet vested at the end of the Measurement Period. The Cohn Robbins Sponsor has also agreed to certain transfer restrictions during the period beginning on the Closing Date and ending on the earlier of (i) the date that is one (1) year from the Closing Date and (ii) subsequent to the Closing Date, the date on which the VWAP of the Swiss NewCo Class B Shares equals or exceeds $12.00 per share for any 20 trading days within any 30 trading day period commencing at least 150 days after the Closing Date.

The Sponsor Agreement will automatically terminate, without any notice or other action by any party thereto, and be void ab initio upon the valid termination of the Business Combination Agreement in accordance with its terms.

For additional information, see the section entitled “Proposal No. 1–The Business Combination Proposal—Ancillary Documents—Sponsor Agreement.”

Sponsor Support Agreement

In connection with the execution of the Business Combination Agreement, Cohn Robbins, the Sponsor Parties, SAZKA Entertainment and Swiss NewCo entered into the Sponsor Support Agreement, dated as of January 20, 2022, a copy of which is attached to this proxy statement/prospectus as Annex B. Pursuant to the Sponsor

 

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Support Agreement, the Cohn Robbins Initial Shareholders agreed to, among other things, appear at any meeting of Cohn Robbins’ shareholders, cause all of their shares to be counted as present at such meeting for the purposes of calculating a quorum, vote, or cause to be voted, at such meeting all of such Cohn Robbins Initial Shareholders’ Cohn Robbins Ordinary Shares owned as of the record date for such meeting in favor of the Transaction Proposals (as defined below) and vote against any other business combination proposal and any other action that would reasonably be expected to impede, interfere with, delay, postpone, nullify or adversely affect the Business Combination.

The Cohn Robbins Initial Shareholders have also agreed, from the date of the Sponsor Support Agreement through its termination (as described below), except as otherwise contemplated by the Sponsor Support Agreement or the Business Combination Agreement, not to (i) offer for sale, sell, transfer, tender, pledge, convert, encumber, assign or otherwise dispose of, directly or indirectly, or enter into any contract, arrangement or understanding to do any of the foregoing any of such Cohn Robbins Initial Shareholders’ Cohn Robbins Ordinary Shares, (ii) grant any proxies or powers of attorney with respect to any or all of such Cohn Robbins Initial Shareholders’ Cohn Robbins Ordinary Shares (except in connection with voting by proxy at a meeting of Cohn Robbins’ shareholders to vote in favor of the Transaction Proposals) or (iii) permit to exist any mortgage, pledge, security interest, encumbrance, lien, license or sub-license, charge or other similar encumbrance or interest with respect to any or all of such Cohn Robbins Initial Shareholders’ Cohn Robbins Ordinary Shares other than as contemplated therein.

The Sponsor Support Agreement will terminate and be void and of no further force and effect, and all rights and obligations of the parties thereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earlier to occur of (i) the Closing, (ii) such date and time as the Business Combination Agreement is validly terminated in accordance with its terms and (iii) the mutual written agreement of the parties to the Sponsor Support Agreement.

For additional information, see the section entitled “Proposal No. 1—The Business Combination Proposal—Ancillary Agreements—Sponsor Support Agreement.”

PIPE Subscription Agreements

In connection with entering into the Business Combination Agreement, Cohn Robbins and Swiss NewCo entered into the Third-Party PIPE Subscription Agreements (as defined below) with the Third-Party PIPE Investors, pursuant to which, among other things, the Third-Party PIPE Investors agreed to purchase a number of Swiss NewCo Class B Shares resulting in aggregate proceeds of $303 million, in private placements, to be issued substantially concurrently with the Closing (the “Third-Party PIPE Investment”). The Subscription Agreements with Third-Party PIPE Investors contain customary representations, warranties, covenants and agreements of Cohn Robbins and the Third-Party PIPE Investors and are subject to customary closing conditions and termination rights. The Third-Party PIPE Investment is conditioned on, among other things, the Closing of the Business Combination occurring substantially concurrently with the closing of the Third-Party PIPE Investment.

In connection with entering into the Business Combination Agreement and the Third-Party Subscription Agreements Cohn Robbins and Swiss NewCo entered into a Subscription Agreement with the Cohn Robbins Sponsor (the “Insider Subscription Agreement”), attached to this proxy statement/prospectus as Annex H, pursuant to which, among other things, the Cohn Robbins Sponsor agreed to purchase a number of Swiss NewCo Class B Shares resulting in aggregate proceeds of $50 million, in private placements, to be issued substantially concurrently with the Closing. The Insider Subscription Agreement contains customary representations, warranties, covenants and agreements of Cohn Robbins and the Cohn Robbins Sponsor and are subject to customary closing conditions and termination rights. The Insider Subscription Agreement also includes additional provisions providing the Cohn Robbins Sponsor with certain rights in the event that certain

 

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agreements in connection with the Business Combination and/or other subscription agreements are amended or new agreements are entered into in connection with the Business Combination.

For more information regarding the PIPE Financing and the Subscription Agreements, see the section entitled “Proposal No. 1–The Business Combination Proposal—Ancillary Documents—PIPE Subscription Agreements.”

Registration Rights Agreement

The Business Combination Agreement contemplates that, immediately prior to the SPAC Merger, Cohn Robbins, Swiss NewCo, the Cohn Robbins Initial Shareholders and/or certain of their affiliates and the SAZKA Shareholders (including, for the avoidance of doubt, Primrose), will enter into the Registration Rights Agreement. Pursuant to the Registration Rights Agreement, Swiss NewCo will agree to, within 30 days of the Closing, register for resale, by submitting to or filing with the SEC, a registration statement for a shelf registration on Form F-1 or a registration statement for a shelf registration on Form F-3, all the Registrable Securities (as defined in the Registration Rights Agreement). The Registration Rights Agreement also provides the parties thereto with certain customary demand and piggyback registration rights.

The Registration Rights Agreement will terminate on the earlier of (i) the 10th anniversary of the date of the Registration Rights Agreement and (ii) with respect to any party, on the date that such party no longer holds any Registrable Securities (pursuant to the Registration Rights Agreement) of Swiss NewCo.

Relationship Agreement

The Business Combination Agreement contemplates that, immediately prior to the Closing, Swiss NewCo and KKCG will enter into the Relationship Agreement, pursuant to which KKCG will be subject to certain governance rights and obligations and will agree on certain terms in case of a sell-down of Swiss NewCo Class B Shares by, or certain other events or circumstances involving, KKCG.

Pursuant to the Relationship Agreement, KKCG shall have certain rights with respect to the corporate governance of Swiss NewCo, including the following rights:

 

   

KKCG will have the right to nominate at least half of the directors on the Swiss NewCo Board until the occurrence of a Sunset Event (as defined below);

 

   

unless the immediately preceding provision applies, KKCG will have the right to nominate two (2) directors to the Swiss NewCo Board for as long as KKCG, together with its affiliates, holds at least 10% of the share capital of Swiss NewCo;

 

   

KKCG will have the right to nominate one (1) director to the Swiss NewCo Board for as long as KKCG, together with its affiliates, holds at least three percent (3%) but less than 10% of the share capital of Swiss NewCo; and

 

   

Swiss NewCo shall ensure that the directors nominated by KKCG pursuant to the foregoing provisions are recommended by the necessary Swiss NewCo committees and nominated by the Swiss NewCo Board for election.

For the purposes of the Relationship Agreement, a “Sunset Event” means:

 

   

seven (7) years from the date that KKCG, together with its affiliates, holds less than 35% of the share capital of Swiss NewCo;

 

   

KKCG, together with its affiliates, holds less than 25% of the share capital of Swiss NewCo;

 

   

the date of death or permanent disability of Karel Komárek;

 

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the effective date of Karel Komárek’s resignation or removal from the Swiss NewCo Board; or

 

   

any transfer of all or any portion of the Swiss NewCo Class A Shares held by KKCG or any of its affiliates, other than to those permitted transferees specified in the Relationship Agreement.

Upon the occurrence of a Sunset Event, (i) KKCG will be required to sell and transfer all of its Swiss NewCo Class A Shares to Swiss NewCo in exchange for newly issued Swiss NewCo Class B Shares and (ii) KKCG will have the right to sell and transfer all of its Swiss NewCo Class A Shares to Swiss NewCo in exchange for newly issued Swiss NewCo Class B Shares, in each of cases (i) and (ii), in accordance with the procedures set forth in the Relationship Agreement.

KKCG has also agreed that, during the Measurement Period (as defined below), 30,000,000 KKCG Earn Out Shares, comprised of two tranches of 15,000,000 Swiss NewCo Class B Shares each, shall be subject to vesting when the VWAP (as defined in the Relationship Agreement) of the Swiss NewCo Class B Shares is greater than $12.00 per share and $14.00 per share, respectively, for any 20 trading days within a period of 30 trading days. The occurrence of certain change of control transactions during the Measurement Period may also trigger the vesting of the applicable tranche of Swiss NewCo Class B Shares as set forth in the Relationship Agreement. KKCG has agreed to forfeit any of the shares subject to vesting which have not yet vested at the end of the Measurement Period.

KKCG has also agreed to be subject to certain lock-up provisions, pursuant to which, during the KKCG Lockup Period (as defined below), KKCG has agreed not to transfer any shares other than to certain permitted transferees set forth in the Relationship Agreement.

The Relationship Agreement shall automatically terminate and expire upon the earlier of (i) the 10th anniversary of the date of the Relationship Agreement, (ii) the completion of the exchange of all Swiss NewCo Class A Shares held by KKCG into newly issued Swiss NewCo Class B Shares pursuant to the terms of the Relationship Agreement or (iii) the date that KKCG, together with its affiliates, no longer holds at least three percent (3%) of the share capital of Swiss NewCo and the resignation of the directors nominated by KKCG in accordance with the Relationship Agreement. Notwithstanding the foregoing clauses (i) through (iii), the parties to the Relationship Agreement each have the right to terminate the Relationship Agreement upon the material breach of any provision of the Relationship Agreement by a party thereto upon giving notice to the party responsible for such material breach.

If the Relationship Agreement is terminated pursuant to clause (iii) above or upon a material breach of any provision thereof by KKCG, Swiss NewCo’s rights under Section 4 of the Relationship Agreement shall survive the termination thereof.

For additional information, see the section entitled “Proposal No. 1–The Business Combination Proposal–Ancillary Agreement— Relationship Agreement.”

Shareholder Support Agreement

On January 20, 2022, concurrently with the execution of the Business Combination Agreement, Cohn Robbins, Swiss NewCo and SAZKA Entertainment entered into a shareholder support agreement (the “Shareholder Support Agreement”) with KKCG, which holds 10,010,000 shares of Company Capital Stock (as defined below) and shall hold 10,000,000 Swiss NewCo Shares (such shares of Company Capital Stock and Swiss NewCo Shares, together with any Company Capital Stock or Swiss NewCo Shares acquired by KKCG between the date of the Shareholder Support Agreement and the earlier of (i) the Closing and (ii) the valid termination of the Business Combination Agreement in accordance with Section 11.1 thereof, the “Subject Shares”) as of the date of incorporation of Swiss

 

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NewCo. Pursuant to the Shareholder Support Agreement, KKCG has agreed to vote to adopt and approve the Business Combination Agreement and all other documents and transactions contemplated thereby (including the Company Share Capital Increase and the SPAC Merger Documents) and vote against any alternative merger, purchase of all or substantially all of SAZKA Entertainment’s or Swiss NewCo’s (as applicable) assets or other business combination transaction other than the Business Combination Agreement and all other documents and transactions contemplated thereby and to vote against any proposal, action or agreement that would impede, frustrate, prevent or nullify any condition set forth in Article X of the Business Combination Agreement or the SPAC Merger Documents or result in a breach of any covenant, representation or warranty or other obligation or agreement of KKCG or an obligation or agreement of SAZKA Entertainment or Swiss NewCo under the Business Combination Agreement or the SPAC Merger Documents.

Pursuant to the Shareholder Support Agreement, KKCG has also agreed to certain restrictions on the disposition of its Subject Shares during the time period beginning on the date of the Shareholder Support Agreement and ending on the earlier of (i) the Closing Date and (ii) the valid termination of the Business Combination Agreement in accordance with its terms.

The Shareholder Support Agreement will terminate and be of no further force or effect upon the earlier of (i) the valid termination of the Business Combination Agreement in accordance with its terms and (ii) the written agreement of Cohn Robbins, Swiss NewCo, SAZKA Entertainment and KKCG.

For additional information, see the section entitled “Proposal No. 1–The Business Combination Proposal–Ancillary Documents—Shareholder Support.”

Apollo Side Letter

On January 20, 2022, Swiss NewCo, Primrose, KKCG, SAZKA Entertainment and SAZKA Group entered into a letter agreement (the “Apollo Side Letter”), pursuant to which, among other things, SAZKA Entertainment, Swiss NewCo and Primrose shall negotiate in good faith to execute a definitive agreement (the “Definitive Agreement”) as set forth and reflecting the provisions contained in the term sheet attached as Annex B therein (the “Apollo Term Sheet”). Pursuant to the Apollo Term Sheet, on the Closing Date, in connection with the Business Combination, Swiss NewCo will repurchase of all of SAZKA Entertainment’s convertible preferred shares held by Primrose in exchange for (i)(a) €323,000,000 in cash plus (b) an amount in cash (denominated and paid in Euros) equal to accrued and unpaid dividends on such convertible preferred shares held by Primrose accruing pursuant to their terms after September 30, 2021 through the Closing Date and (ii) convertible notes (the “Convertible Notes”) in an amount equal to (1) €322 million less (2) the amount of any extraordinary dividends paid in respect of the convertible preferred shares held by Primrose after January 20, 2022 and prior to the Closing Date (clause (ii), the “Principal Amount”), in each case, in accordance with the terms and subject to the conditions set forth in the Apollo Side Letter, the Apollo Term Sheet and the Definitive Agreement (as applicable).

The Convertible Notes will be denominated in euro, will mature on the date that is three (3) years after the Closing Date (the “Maturity Date”) and will bear an interest of 6.50% per annum, payable in cash (in euro) semi-annually, accruing on the outstanding Principal Amount of the Convertible Notes. On the first (1st) anniversary of the Closing Date, Swiss NewCo will be required to redeem a portion of the Convertible Notes with a Principal Amount equal to €96.75 million at par plus accrued and unpaid interest on such amount at such date.

Swiss NewCo may redeem the Convertible Notes, at its option, in whole or in part, at any time and from time to time (i) prior to the first (1st) anniversary of the Closing Date without premium or penalty, (ii) after the first (1st) anniversary of the Closing Date, at a customary “make-whole” price and (iii) if, at any time after the Closing Date but before the Maturity Date, the closing price of Swiss NewCo Class B Shares exceeds $13.89 (which

 

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amount will be subject to proportional adjustment for certain anti-dilution protections) for at least 20 out of 30 consecutive trading days, subject to sufficient volume on each trading day, without premium or penalty, in each case, upon not less than 30 days’ notice. In the event of a fundamental change, change of control or similar transaction, Swiss NewCo will be required to redeem the Convertible Notes in full at the redemption price applicable at such time.

At any time after the Closing Date, holders of the Convertible Notes will have the option to convert the Convertible Notes into shares of Swiss NewCo Class B Shares at the conversion price of $11.11111 (such amount to be reduced, but not increased, to reflect a 20% premium to the lowest effective purchase price of any Swiss NewCo Class B Shares issued for cash in connection with the Business Combination) (such amount, the “Conversion Price”) and the applicable euro to U.S. dollar foreign exchange spot rate at the time of conversion. Holders of the Convertible Notes will not be entitled to participate in dividends paid to holders of Swiss NewCo Shares. The Convertible Notes will have customary anti-dilution protections for stock splits, stock dividends, mergers, recapitalizations and similar events, cash and non-cash dividends, equity issuances and sales below fair market value or the Conversion Price and stock repurchases. The Definitive Agreement will also include certain negative covenants applicable to Swiss NewCo and its subsidiaries, including limitations on the activities of Swiss NewCo and its subsidiaries above the level of SAZKA Group, other than customary holding company activities. The Definitive Agreement will not include any financial maintenance covenants. The Convertible Notes will be unsecured and will not benefit from any guarantees by any of Swiss NewCo’s subsidiaries. Under the Apollo Side Letter, Primrose will receive customary demand, piggyback and shelf registration rights pertaining to any Swiss NewCo Class B Shares issued upon the conversion of the Convertible Notes. Primrose will not be permitted to participate in any hedging activities with respect to Swiss NewCo Shares until the date that is six (6) months after the Closing Date unless such hedge is based on a price per Swiss NewCo Share equal to or in excess of the Conversion Price. The Convertible Notes will be subject to legal and commercial registration on transfers, including to comply with applicable tax laws. Further, Cohn Robbins and KKCG will enter into a written agreement with Primrose prohibiting the hedging by each of Cohn Robbins Sponsor and KKCG and their affiliates of Swiss NewCo Shares, with the exception of hedging based on a Swiss NewCo Class B Share price in excess of the Conversion Price, until the date that is six (6) months after the Closing Date.

For additional information, see the section entitled “Proposal No. 1–The Business Combination Proposal—Ancillary Documents—Apollo Side Letter.”

Cohn Robbins Board’s Reasons for the Business Combination

Cohn Robbins was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, share purchase, reorganization or similar business combination with one (1) or more businesses. The Cohn Robbins Board sought to do this by utilizing the networks and industry experience of both the Cohn Robbins Sponsor and the Cohn Robbins Board to identify, acquire and operate one (1) or more businesses.

More specifically, the Cohn Robbins Board considered, among others, the following factors (although not weighted or in any order of significance):

 

   

SAZKA Entertainment’s Lottery-Led Entertainment Platform. SAZKA Entertainment operates in the growing $300 billion global lottery industry. The Cohn Robbins Board believes the lottery business is an attractive industry characterized by high consumer participation across wide demographics, resilience through market cycles, a positive public perception and upside potential from increasing online penetration.

 

   

SAZKA Entertainment’s Well-Known Brands Operate with High Barriers to Entry. In certain of the countries in which SAZKA Entertainment operates, the Cohn Robbins Board believes structural barriers to entry exist in the form of ownership of well-known consumer brands, leading market share, scaled distribution networks, exclusive long-term licenses and government concessions and country relationships which span multiple decades.

 

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SAZKA Entertainment is Positioned to Capitalize on Continued Shifts to Digital Lotteries. Based on trends in global sports betting and lottery markets, the Cohn Robbins Board believes there is a potential to increase online lottery penetration in SAZKA Entertainment’s operating markets, and that the lottery industry as a whole is poised for growth through increasing digitization. SAZKA Entertainment has more than doubled its online customers over the last two (2) years. Historically, across a sample of developed countries, introducing an online lottery generally expands the total market size, does not cannibalize the retail lottery market’s growth and provides a boost to margins. The Cohn Robbins Board believes these factors will help SAZKA Entertainment unlock a new, younger customer demographic.

 

   

SAZKA Entertainment has Identified Actionable Organic and Inorganic Growth Opportunities. SAZKA operates in a highly cash-generative business which makes funding available for organic and inorganic (i.e., mergers and acquisitions) growth opportunities. SAZKA Entertainment also has a successful track record of identifying and executing on attractive acquisition opportunities and the Cohn Robbins Board believes SAZKA Entertainment has a pipeline of such future potential acquisition opportunities.

 

   

Attractive Potential New Geographies. The Cohn Robbins Board believes SAZKA Entertainment has an opportunity to meaningfully grow its business via potential entries into large new geographies. SAZKA Entertainment is also focused on potentially entering the U.S. market via organic or inorganic means.

 

   

Experienced Management Team. The Cohn Robbins Board believes that SAZKA Entertainment’s management team has extensive experience in key aspects of the lottery business, diverse backgrounds and experience in entering and enhancing new markets. SAZKA Entertainment’s management team is led by Robert Chvatal, who serves as Chief Executive Officer, and executives with experience from leading companies such as T-Mobile, Proctor and Gamble, Morgan Stanley, Roche and ING Group, among others. The Cohn Robbins Board expects that SAZKA Entertainment’s executives will continue with the combined company following the Business Combination. For additional information regarding SAZKA Entertainment’s executive officers, see the section entitled “Management of Swiss NewCo After the Business Combination.”

 

   

Attractive Entry Valuation. SAZKA Entertainment anticipates a pre-transaction initial enterprise value of $9.3 billion, implying a 11.5x multiple of 2022 adjusted EBITDA, which is based on a variety of assumptions, including, without limitation, no redemptions by Cohn Robbins’ public shareholders.

For a more complete description of the Cohn Robbins Board’s reasons for approving the Business Combination, including other factors and risks considered by the Cohn Robbins Board, please see the section entitled “Proposal No. 1–The Business Combination Proposal—The Business Combination Agreement—The Cohn Robbins Board’s Reasons for the Business Combination.

This explanation of Cohn Robbins’ reasons for the Cohn Robbins Board’s approval of the Business Combination, and all other information presented in this summary is not intended to be exhaustive, but includes material factors considered by the Cohn Robbins Board and is forward-looking in nature and, therefore, should be read in light of the factors discussed under the section entitled “Cautionary Note Regarding Forward-Looking Statements.”

The General Meeting of Cohn Robbins’ Shareholders

Date, Time and Place of General Meeting

The General Meeting of Cohn Robbins’ shareholders will be held on September 7, 2022 at 9:30 a.m., New York City time, at the offices of Skadden, located at One Manhattan West, New York, New York 10001, and via a live webcast at www.cstproxy.com/cohnrobbins/2022, or at such other time, on such other date and at such other place to which the meeting may be adjourned.

 

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Cohn Robbins intends to hold the General Meeting in person as well as virtually, via a live webcast at www.cstproxy.com/cohnrobbins/2022. However, Cohn Robbins is sensitive to the public health and travel concerns our shareholders may have and recommendations that public health officials may issue in light of the evolving COVID-19 situation. As a result, Cohn Robbins may impose additional procedures or limitations on meeting attendees or may decide to hold the meeting in a different location. Cohn Robbins plans to announce any such updates on its proxy website at www.cstproxy.com/cohnrobbins/2022, and encourages you to check this website prior to the meeting if you plan to attend.

To attend the meeting virtually please visit www.cstproxy.com/cohnrobbins/2022 and use a control number assigned by Continental Stock Transfer & Trust Company. To register and receive access to the virtual meeting, registered shareholders and beneficial shareholders (i.e., those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in this proxy statement/prospectus.

Proposals of the General Meeting of Cohn Robbins’ Shareholders

At the General Meeting, Cohn Robbins’ shareholders will be asked to consider and vote on the following proposals:

 

  1.

Business Combination Proposal — a proposal to approve and adopt the Business Combination Agreement, a copy of which is attached to this proxy statement/prospectus as Annex A, and the transactions contemplated thereby, including the Business Combination;

 

  2.

Adjournment Proposal — a proposal to adjourn the General Meeting to a later date or dates to the extent reasonable (i) to ensure that any supplement or amendment to this proxy statement/prospectus is provided to Cohn Robbins’ shareholders, (ii) in order to solicit additional proxies from Cohn Robbins’ shareholders in favor of the Business Combination Proposal, (iii) if Cohn Robbins’ shareholders redeem an amount of Cohn Robbins Class A Shares such that the Available Cohn Robbins Cash Condition would not be satisfied or (iv) in order to solicit additional proxies in order to consummate the transactions contemplated by, or for any other reason in connection with, the Business Combination Agreement.

For more information, please see the sections entitled “Proposal No. 1—The Business Combination Proposal” and “Proposal No. 2—The Adjournment Proposal.

Registering for the General Meeting

Any stockholder wishing to attend the General Meeting virtually should register for the General Meeting by September 2, 2022 at www.cstproxy.com/cohnrobbins/2022. To register for the General Meeting, please follow these instructions as applicable to the nature of your ownership of Cohn Robbins shares:

 

  1.

If your shares are registered in your name with Continental Stock Transfer and Trust Company and you wish to attend the online-only meeting, go to www.cstproxy.com/cohnrobbins/2022, enter the 12-digit control number included on your proxy card or notice of the General Meeting and click on the “Click here to preregister for the online meeting” link at the top of the page. Just prior to the start of the General Meeting you will need to log back into the General Meeting site using your control number. Pre-registration is recommended but is not required in order to attend.

 

  2.

Beneficial stockholders (i.e., those holding shares through a stock brokerage account or by a bank or other holder of record) who wish to attend the virtual meeting must obtain a legal proxy by contacting their account representative at the bank, broker or other nominee that holds their shares and email a copy (a legible photograph is sufficient) of their legal proxy to proxy@continentalstock.com. Beneficial stockholders who email a valid legal proxy will be issued a 12-digit meeting control number that will allow them to register to attend and participate in the General Meeting. After contacting

 

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  Continental Stock Transfer and Trust Company, a beneficial holder will receive an email prior to the General Meeting with a link and instructions for entering the virtual meeting. Beneficial stockholders should contact Continental Stock Transfer and Trust Company at least five (5) business days prior to the General Meeting date in order to ensure access.

Voting Power; Record Date

As a shareholder of Cohn Robbins, you have a right to vote on certain matters affecting Cohn Robbins. The proposals that will be presented at the General Meeting and upon which you are being asked to vote are summarized above and fully set forth in this proxy statement/prospectus. If you are a shareholder that holds your shares in “street name,” you will be entitled to vote or direct votes to be cast at the General Meeting if you owned Cohn Robbins Ordinary Shares at the close of business on August 15, 2022, which is the record date for the General Meeting. You are entitled to one (1) vote for each Cohn Robbins Ordinary Share that you owned as of the close of business on the record date. If your shares are held in “street name” through a broker, bank or other nominee, or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the record date, there were 103,500,000 Cohn Robbins Ordinary Shares outstanding, of which 82,800,000 are Cohn Robbins Class A Shares and 20,700,000 are Founder Shares held by the Cohn Robbins Initial Shareholders (including Founder Shares transferred by Cohn Robbins Sponsor in the amount of 40,000 Founder Shares to each of the Independent Directors, for a total of 160,000 Founder Shares transferred). For the avoidance of doubt, the record date does not apply to Cohn Robbins’ shareholders that hold their shares in registered form and are registered as shareholders in Cohn Robbins’ register of members. Cohn Robbins’ shareholders that hold their shares in registered form are entitled to one (1) vote on each proposal presented at the General Meeting for each Cohn Robbins Ordinary Share held on the record date of the General Meeting.

Vote of Cohn Robbins Initial Shareholders and the Other Directors and Officers of Cohn Robbins

Prior to Cohn Robbins’ initial public offering, Cohn Robbins entered into agreements with the Cohn Robbins Initial Shareholders and other officers and directors of Cohn Robbins, pursuant to which each agreed to vote any Cohn Robbins Ordinary Shares owned by them in favor of an initial business combination. These agreements apply to the Cohn Robbins Initial Shareholders and other officers and directors of Cohn Robbins, including Cohn Robbins Sponsor, as it relates to the Founder Shares and any other public shares held by the Cohn Robbins Initial Shareholders and other officers and directors of Cohn Robbins and the requirement to vote all of the Founder Shares and such other public shares held by the Cohn Robbins Initial Shareholders and other officers and directors of Cohn Robbins in favor of the Business Combination Proposal and for any other proposal presented to Cohn Robbins’ shareholders in this proxy statement/prospectus. As of the record date, the Cohn Robbins Initial Shareholders and the other current directors and officers of Cohn Robbins own 20,700,000 Founder Shares, representing 20% of the Cohn Robbins Ordinary Shares then outstanding and entitled to vote at the General Meeting.

Cohn Robbins Initial Shareholders and the other current officers and directors of Cohn Robbins have entered into a letter agreement with Cohn Robbins, pursuant to which they have waived their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if Cohn Robbins fails to complete its initial business combination within 24 months from the closing of its initial public offering. However, if Cohn Robbins Initial Shareholders and the other current officers and directors of Cohn Robbins acquire public shares, they will be entitled to liquidating distributions from the Trust Account with respect to such public shares if Cohn Robbins fails to complete its initial business combination within the allotted 24-month time period.

 

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Quorum and Required Vote for Proposals at the General Meeting

Approval of the Business Combination Proposal requires the affirmative vote of holders of at least two-thirds of Cohn Robbins Ordinary Shares that are entitled to vote and are voted at the General Meeting. Approval of the Adjournment Proposal requires the affirmative vote of holders of a majority of the Cohn Robbins Ordinary Shares that are entitled to vote and are voted at the General Meeting. Accordingly, a Cohn Robbins shareholder’s failure to vote by proxy or to vote in person (including virtually by visiting www.cstproxy.com/cohnrobbins/2022) at the General Meeting will not be counted towards the number of Cohn Robbins Ordinary Shares required to validly establish a quorum, and if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on the Business Combination Proposal or the Adjournment Proposal. Broker non-votes and abstentions will be counted in connection with the determination of whether a valid quorum is established, but will have no effect on the Business Combination Proposal or the Adjournment Proposal. The Cohn Robbins Initial Shareholders and other officers and directors of Cohn Robbins have agreed to vote any Cohn Robbins Ordinary Shares (including Founder Shares and any other public shares of Cohn Robbins as of the record date) owned by them in favor of the Business Combination and the transactions contemplated thereby (including by voting in favor of the Business Combination Proposal and for any other proposal presented to Cohn Robbins’ shareholders in this proxy statement/prospectus).

Aside from the votes cast by the Cohn Robbins Initial Shareholders, at least 48,300,000 votes will be required to approve the Business Combination Proposal, assuming all Cohn Robbins Ordinary Shares are voted at the General Meeting.

One or more shareholders who together hold a majority of the issued and outstanding Cohn Robbins Ordinary Shares entitled to vote at the General Meeting must be present, in person or represented by proxy, at the General Meeting to constitute a quorum and in order to conduct business at the General Meeting. Broker non-votes and abstentions will be counted as present for the purpose of determining a quorum. The Cohn Robbins Initial Shareholders and other officers and directors of Cohn Robbins, who currently own 20% of the issued and outstanding Cohn Robbins Ordinary Shares, will count towards this quorum. In the absence of a quorum, the chairman of the General Meeting has power to adjourn the General Meeting. As of the record date for the General Meeting, 51,750,001 Cohn Robbins Ordinary Shares would be required to achieve a quorum.

The Closing of the Business Combination is conditioned upon the approval of the Business Combination Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

It is important for you to note that, in the event that the Business Combination Proposal does not receive the requisite vote for approval, Cohn Robbins will not consummate the Business Combination. If Cohn Robbins does not consummate the Business Combination and fails to complete an initial business combination by September 11, 2022 (unless such date is extended), Cohn Robbins will be required to dissolve and liquidate the Trust Account by returning the then-remaining funds in such account to the public shareholders.

Recommendation to Cohn Robbins’ Shareholders

The Cohn Robbins Board believes that each of the Business Combination Proposal and the Adjournment Proposal to be presented at the General Meeting is in the best interests of Cohn Robbins and its shareholders and recommends that its shareholders vote “FOR” each of the proposals.

Interests of Certain Persons in the Business Combination

When considering the Cohn Robbins Board’s recommendation that Cohn Robbins’ shareholders vote in favor of the approval of the Business Combination Proposal, Cohn Robbins’ shareholders should be aware that aside from

 

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their interests as shareholders, the Cohn Robbins Initial Shareholders and Cohn Robbins’ other current officers and directors have interests in the Business Combination that are different from, or in addition to, those of other Cohn Robbins’ shareholders generally. The Cohn Robbins Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Business Combination, and in recommending to Cohn Robbins’ shareholders that they approve the Business Combination Proposal. Cohn Robbins’ shareholders should take these interests into account in deciding whether to approve the Business Combination Proposal.

These interests include:

 

  1.

Cohn Robbins Initial Shareholders and the other officers and directors of Cohn Robbins have agreed not to redeem any Cohn Robbins Ordinary Shares held by them in connection with a shareholder vote to approve a proposed initial business combination;

 

  2.

Cohn Robbins Sponsor paid an aggregate of $25,000 for the Founder Shares. The Founder Shares had an estimated aggregate market value of $206,793,000 based upon the closing price of $9.99 per public share on the NYSE on August 15, 2022, the record date for the General Meeting;

 

  3.

Cohn Robbins Initial Shareholders and the other officers and directors of Cohn Robbins have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if Cohn Robbins fails to complete an initial business combination by September 11, 2022 and, in the event Cohn Robbins fails to complete an initial business combination by September 11, 2022, the Founder Shares would have no value;

 

  4.

the Registration Rights Agreement will be entered into by the Cohn Robbins Initial Shareholders and the other officers and directors of Cohn Robbins;

 

  5.

Cohn Robbins Sponsor paid an aggregate of $18.56 million for its 12,373,333 Private Placement Warrants and that such Private Placement Warrants will expire worthless if a business combination is not consummated by September 11, 2022. The Private Placement Warrants had an estimated aggregate value of approximately $5,198,037 based on the closing price of $0.4201 per warrant on the NYSE on August 15, 2022, the record date for the General Meeting;

 

  6.

on September 1, 2021, Cohn Robbins entered into a convertible promissory note with the Cohn Robbins Sponsor, pursuant to which the Cohn Robbins Sponsor agreed to loan Cohn Robbins up to an aggregate principal amount of $1,000,000 and, as of the date of this proxy statement/prospectus, the outstanding principal balance under the such note was $1,000,000;

 

  7.

in connection with the PIPE Financing, the Cohn Robbins Sponsor (or its assignees) (including the Cohn Robbins Sponsor Related PIPE Investors) will purchase 5,400,000 Swiss NewCo Class B Shares and Tiger Partners L.P., an affiliate of Tiger Management LLC, will purchase the amount of Swiss NewCo Class B Shares equal to 1,500,000 multiplied by the Class B Exchange Ratio whereas in Cohn Robbins’ initial public offering, Cohn Robbins’ public shareholders purchased Cohn Robbins Public Units, for $10.00 per Cohn Robbins Public Unit, each consisting of one (1) Cohn Robbins Class A Share and one-third of one (1) Cohn Robbins Public Warrant;

 

  8.

Cohn Robbins Sponsor and its affiliates can earn a positive rate of return on their investment, even if other stockholders experience a negative rate of return in the post-business combination company;

 

  9.

the right of Cohn Robbins Initial Shareholders and the other directors and officers of Cohn Robbins to receive Swiss NewCo Shares, subject to certain lock-up periods (it being understood that no contractual selling restrictions apply to any shares issued in connection with the PIPE Financing);

 

  10.

the anticipated designation by Cohn Robbins of Clifton S. Robbins as a director of Swiss NewCo following the Business Combination;

 

  11.

the continued indemnification of Cohn Robbins’ existing directors and officers and the continuation of Cohn Robbins’ directors’ and officers’ liability insurance after the Business Combination;

 

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  12.

Cohn Robbins Sponsor and Cohn Robbins’ officers and directors will lose their entire investment in Cohn Robbins and will not be reimbursed for any out-of-pocket expenses if an initial business combination is not consummated by September 11, 2022 (unless such date is extended). If the Business Combination is consummated by September 11, 2022, pursuant to the Business Combination Agreement, the reimbursement of out-of-pocket expenses incurred by Cohn Robbins Sponsor and its affiliates and Cohn Robbins’ officers and directors in connection with activities on Cohn Robbins’ behalf in excess of $75 million requires SAZKA Entertainment’s consent. The aggregate value of all out-of-pocket expenses for which Cohn Robbins Sponsor and Cohn Robbins’ officers and directors are entitled to reimbursement as of August 15, 2022, the record date for the General Meeting, is $266,966;

 

  13.

if the Trust Account is liquidated, including in the event Cohn Robbins is unable to complete an initial business combination within the required time period, Cohn Robbins Sponsor has agreed to indemnify Cohn Robbins to ensure that the proceeds in the Trust Account are not reduced below $10.00 per public share, or such lesser per public share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which Cohn Robbins has entered into an acquisition agreement or claims of any third party for services rendered or products sold to Cohn Robbins, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account; and

 

  14.

(i) the 20,540,000 Founder Shares held by Cohn Robbins Sponsor will be exchanged and converted into the number of Cohn Robbins Class A Shares equal to (A) 17,253,600 divided by (B) the Class B Exchange Ratio, and (ii) the 160,000 Founder Shares held by other directors and officers of Cohn Robbins will be exchanged and converted into the number of Cohn Robbins Class A Shares equal to (1) 160,000 divided by (2) the Class B Exchange Ratio, in each case immediately prior to the SPAC Merger.

These interests may influence Cohn Robbins’ directors in making their recommendation that Cohn Robbins’ shareholders vote in favor of the approval of the Business Combination.

Redemption Rights

Pursuant to Cohn Robbins’ amended and restated memorandum and articles of association, holders of Cohn Robbins public shares may elect to have their shares redeemed for cash at the applicable redemption price per share calculated in accordance with Cohn Robbins’ amended and restated memorandum and articles of association. As of June 30, 2022, this would have amounted to approximately $10.01 per share. If a holder of Cohn Robbins public shares exercises its redemption rights, then such holder will be exchanging its Cohn Robbins Class A Shares for cash and will not own shares of Swiss NewCo following the closing of the transactions contemplated by the Business Combination Agreement, including the Business Combination. Such a holder will be entitled to receive cash for its public shares only if it properly demands redemption and delivers its shares (either physically or electronically) to the Transfer Agent in accordance with the procedures described herein. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to the Transfer Agent in order to validly redeem its shares. Notwithstanding the foregoing, a holder of the public shares, together with any affiliate of his, her or it or any other person with whom he, she or it is acting in concert or as a “group” (as defined in Section 13 of the Exchange Act) will be restricted from seeking redemption rights with respect to more than 15% of the outstanding Cohn Robbins Class A Shares (i.e., in excess of 12,420,000 Cohn Robbins Class A Shares). Accordingly, all public shares in excess of the 15% threshold beneficially owned by a public shareholder or group will not be redeemed for cash.

Cohn Robbins has no specified maximum redemption threshold under its amended and restated memorandum and articles of association, other than the aforementioned 15% threshold. Each redemption of Cohn Robbins Class A Shares by Cohn Robbins public shareholders will reduce the amount in the Trust Account, which held marketable securities with a fair value of approximately $829.1 million as of June 30, 2022. The conditions to

 

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Closing in the Business Combination Agreement are for the sole benefit of the parties thereto and may be waived by such parties. If, as a result of redemptions of Cohn Robbins Class A Shares by Cohn Robbins’ public shareholders, the Available Cohn Robbins Cash Condition is not met or is not waived by SAZKA Entertainment, then SAZKA Entertainment may elect not to consummate the Business Combination. In addition, in no event will Cohn Robbins redeem its Cohn Robbins Class A Shares in an amount that would cause its net tangible assets to be less than $5,000,001, as provided in the Cohn Robbins amended and restated memorandum and articles of association. Under these circumstances, Cohn Robbins’ shareholders may exercise their redemption rights with respect to a maximum of 33,125,487 redeemable Cohn Robbins Class A Shares upon consummation of the Business Combination at a redemption price of approximately $10.01 per share. The estimated per-share redemption value of $10.01 was calculated by dividing the Trust Account balance of approximately $829.1 million as of June 30, 2022, by 82,800,000 Cohn Robbins Class A Shares outstanding. See “Unaudited Pro Forma Condensed Combined Financial Information—Redemption Scenarios.” Cohn Robbins’ shareholders who wish to redeem their public shares for cash must refer to and follow the procedures set forth in the section entitled “Extraordinary General Meeting of Cohn Robbins’ Shareholders—Redemption Rights” in order to properly redeem their public shares.

Holders of Cohn Robbins Public Warrants will not have redemption rights with respect to such warrants.

Comparison of Shareholder Rights

Until consummation of the transactions contemplated by the Business Combination Agreement, including the Business Combination, Cayman Islands law and the Cohn Robbins amended and restated memorandum and articles of association will continue to govern the rights of Cohn Robbins’ shareholders. After consummation of the transactions contemplated by the Business Combination Agreement, including the Business Combination, Swiss law, the Proposed Articles of Association and the Proposed Organizational Regulations will govern the rights of Swiss NewCo shareholders.

There are certain differences in the rights of Cohn Robbins’ shareholders prior to the Business Combination and the rights of Swiss NewCo shareholders after the Business Combination. Please see the section entitled “Comparison of Shareholder Rights.”

Material Tax Considerations of the Business Combination

As discussed more fully under the section entitled “Material Tax Considerations—United States Federal Income Tax Considerations to U. S. Holders”, it is intended that the SPAC Merger qualify as a “reorganization” within the meaning of Section 368(a)(l)(F) of the Code. Assuming that the SPAC Merger so qualifies, U.S. Holders (as defined in the section entitled “Material Tax Considerations—United States Federal Income Tax Considerations to U.S. Holders”) will generally not recognize gain or loss for U.S. federal income tax purposes on the exchange of Cohn Robbins Ordinary Shares and Cohn Robbins Public Warrants for Swiss NewCo Shares and Swiss NewCo Public Warrants in the SPAC Merger.

All holders are urged to consult their tax advisors regarding the potential tax consequences to them of the Business Combination, including the applicability and effect of U.S. federal, state and local and non-U.S. tax laws.

For a more complete discussion of the U.S. federal income tax considerations of the Business Combination to U.S. Holders of Cohn Robbins Ordinary Shares and Cohn Robbins Public Warrants, see the section entitled “Material Tax Considerations—United States Federal Income Tax Considerations to U.S. Holders”.

 

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Anticipated Accounting Treatment of the Business Combination

Cohn Robbins is not considered a business as defined by IFRS 3 (Business Combinations) given it consists predominately of cash in the Trust Account. Therefore, the Business Combination will be accounted for under IFRS 2 (Share-based Payment). Under this method of accounting, there is no acquisition and no recognition of goodwill. Cohn Robbins will be treated as the “acquired” company for financial reporting purposes. In accordance with IFRS 2, the differences in the fair value of the consideration (i.e., the Swiss NewCo Shares and Swiss NewCo Public Warrants issued by Swiss NewCo in connection with the transactions contemplated by the Business Combination Agreement) for the acquisition of Cohn Robbins over the fair value of the identifiable net assets of Cohn Robbins will represent a service for the listing of Swiss NewCo and be recognized as a share-based payment expense.

Regulatory Approvals Required for the Business Combination

The Business Combination and the transactions contemplated by the Business Combination Agreement are not subject to any regulatory requirement or approval, except for (i) filings with the State of Delaware and Cayman Registrar of Companies to effect the SPAC Merger, (ii) filings required with the SEC pursuant to the reporting requirements applicable to Cohn Robbins, and the requirements of the Securities Act and the Exchange Act, including the requirement to file the registration statement of which this proxy statement/prospectus forms a part and to disseminate this proxy statement/prospectus to Cohn Robbins shareholders, and (iii) filings with local gaming and other regulators in connection with the Business Combination. Cohn Robbins must comply with applicable U.S. federal and state securities laws in connection with the PIPE Financing, and with the NYSE continued listing requirements.

Appraisal Rights

No holder of Cohn Robbins Ordinary Shares or of Cohn Robbins Warrants have appraisal rights in connection with the Business Combination under the Companies Act. For more information, see the section entitled “Proposal No 1–The Business Combination Proposal – Appraisal Rights.”

Appraisal rights are not available to SAZKA Shareholders in connection with the Business Combination.

Proxy Solicitation

Proxies may be solicited by mail, via telephone or via email or other electronic correspondence. Cohn Robbins has engaged Morrow Sodali to assist in the solicitation of proxies.

If a Cohn Robbins shareholder grants a proxy, such shareholder may still vote its shares in person if it revokes its proxy before the General Meeting. A Cohn Robbins shareholder may also change its vote by submitting a later-dated proxy, as described in the section entitled “Extraordinary General Meeting of Cohn Robbins’ Shareholders—Revoking Your Proxy.”

Summary of Risk Factors

In evaluating the proposals set forth in this proxy statement/prospectus, you should carefully read this proxy statement/prospectus, including the Annexes, and especially consider the factors discussed in the section entitled “Risk Factors.” The occurrence of one or more of the events or circumstances described in the section titled “Risk Factors,” alone or in combination with other events or circumstances, may materially adversely affect our business, financial condition and operating results. Such risks include, but are not limited to, the factors described below.

 

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Risks Related to SAZKA Entertainment’s Business

 

   

Risks related to COVID-19 and related public health measures;

 

   

Risks related with the strict and ongoing regulation of the lottery and gaming industry;

 

   

Risks related to the maintenance of licenses and concessions in each jurisdiction, which may be dependent on shareholders also meeting specific regulatory requirements;

 

   

Risks related to the potential loss, modification, or challenges to SAZKA Entertainment’s licenses and concession agreements;

 

   

Changes in tax regimes, tax audits, tax penalties, and special levies and fees;

 

   

Risks related to SAZKA Entertainment’s potential inability to respond to future changes in technology;

 

   

Risks related to government actions, political events or other changes in the countries in which SAZKA Entertainment operates;

 

   

Risks related to the competitiveness of the gaming industry;

 

   

Risks related to the illegal lottery and gaming market and competitors whose legal status is unclear;

 

   

Inability to successfully obtain the expected benefits from existing or future strategic investments, partnerships and acquisitions;

 

   

Risks related to not wholly owning several of the entities that operate SAZKA Entertainment’s businesses and that account for a substantial portion of its GGR;

 

   

Risks related to the use of a network of agents for product distribution;

 

   

Reliance on a low number of suppliers;

 

   

SAZKA Entertainment’s business model depending upon the continued comparability between its platforms and the major mobile operating systems and upon third-party platforms for its product distribution;

 

   

Risks related to SAZKA Entertainment’s business and third parties’ failure to maintain effective compliance procedures and policies;

 

   

Risks related to the negative perception and publicity about the lottery and gaming industry;

 

   

Technical failures and security breaches of operating systems and networks;

 

   

Risks related to pay-out fluctuations or betting outcomes;

 

   

Fluctuations in the timing and frequency of sporting events during the calendar year;

 

   

Inability to successfully maintain and enhance SAZKA Entertainment’s brands;

 

   

Risks related to the name change and rebranding from SAZKA Entertainment to Allwyn;

 

   

Uncertainties about consumer preferences for lotteries and games;

 

   

Identification of a material weakness and a potential failure to maintain effective and proper internal controls;

 

   

Swiss NewCo’s Slovakian auditor is not currently subject to PCAOB inspection;

 

   

Uncertainties surrounding SAZKA Entertainment’s online offerings;

 

   

Risks related to data leakage;

 

   

Risks related to work stoppages or other labor disputes;

 

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Inability to attract, train or retain key management and qualified employees;

 

   

Taxation of unrealized foreign exchange gains;

 

   

Failure to maintain adequate insurance for SAZKA Entertainment’s business activities;

 

   

Risks related to the breach of intellectual property rights;

 

   

Risks related to SAZKA Entertainment’s substantial indebtedness;

 

   

Control exerted by the existing major shareholder of SAZKA Entertainment;

 

   

Risks related to additional tax liabilities;

 

   

Uncertainties surrounding SAZKA Entertainment’s financial projections of SAZKA Entertainment and its subsidiaries;

 

   

Risks relating to SAZKA Entertainment’s substantial indebtedness;

 

   

Risks related to fluctuations in quarterly and annual performance;

 

   

Risks relating to the conflict between Russia and Ukraine;

 

   

A potential adverse affect on SAZKA Entertainment’s operations by ongoing developments in Russia, Ukraine and surrounding countries;

 

   

Unstable market and economic conditions are expected to have additional global consequences;

 

   

Swiss NewCo is not guaranteed to become the next UKNL (as defined below) operator; and

 

   

Camelot’s (as defined below) recent results and past performance may not be indicative of Swiss NewCo’s future results and performance.

Risks Relating to the Swiss NewCo Shares

 

   

Lack of prior public trading of the Swiss NewCo Class B Shares;

 

   

Risks related to the Swiss NewCo Class B Shares not being listed in the Company’s home jurisdiction, and the resulting lack of shareholder protections under Swiss law;

 

   

KKCG’s voting control will limit or preclude the ability of other shareholders to influence corporate matters;

 

   

Risks related to the dual-class share structure depressing the Swiss NewCo Class B Shares’ trading price;

 

   

Compliance with gaming regulatory requirements by certain shareholders;

 

   

Risks related to the issuance of additional debt or equity securities and its resulting dilution of other shareholdings;

 

   

Shareholders may not have, or be entitled to exercise, preferential subscription rights in future equity offerings;

 

   

Risks related to shareholder’s rights and responsibilities under Swiss law, which will differ in some respects from the rights and obligations of shareholders under the laws of other jurisdictions;

 

   

Risks related to SAZKA Entertainment’s reliance on its subsidiaries to make dividend payments and distributions; and

 

   

Exchange rate risk for shareholders or investors whose principal currency is not the euro.

 

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Risks Related to the Business Combination

 

   

Lack of operating or financial history;

 

   

Risks associated with the COVID-19 pandemic;

 

   

Inability of Cohn Robbins and SAZKA Entertainment to enter into certain transactions that might otherwise be beneficial to Cohn Robbins, SAZKA Entertainment or their respective shareholders during the pre-closing period;

 

   

Loss of key management personnel and other key employees;

 

   

Third-party delays;

 

   

Differences in voting for the Business Combination between the Cohn Robbins Sponsor and Cohn Robbins’ shareholders; and

 

   

Waiving conditions to the Business Combination.

Risks if the Adjournment Proposal is Not Approved

 

   

The Cohn Robbins Board will not have the ability to adjourn the General Meeting to, among other things, solicit further votes and the Business Combination will not be approved.

Risks if the Business Combination is Not Consummated

 

   

Cohn Robbins would cease all operations except for the purpose of winding up;

 

   

You will not have any rights or interests in funds from the Trust Account except under limited circumstances;

 

   

Public shareholders of Cohn Robbins may not receive any redemption payments from the Trust Account until after September 11, 2022;

 

   

A potential target may perceive leverage over Cohn Robbins in negotiating an initial business combination; and

 

   

Resources could be used to research acquisitions that are not completed and, if an initial business combination is not completed by September 11, 2022, Cohn Robbins’ public shareholders may receive only approximately $10.00 per share (or less than $10.00 per share in certain circumstances).

Risks Related to Cohn Robbins

 

   

There is no guarantee that a Cohn Robbins shareholder’s decision to redeem shares for a pro rata portion of the Trust Account will put such shareholder in a better future economic position;

 

   

If a Cohn Robbins shareholder fails to comply with the redemption requirements specified herein, they will not be entitled to redeem their public shares;

 

   

If you or a “group” of shareholders of which you are a part are deemed to hold an aggregate of 15% of the public shares, you will lose the ability to redeem all such shares in excess of 15% of the public shares;

 

   

The Cohn Robbins Initial Shareholders and Cohn Robbins’ officers and directors have interests that are different, or in addition to, the interests of Cohn Robbins’ shareholders and a conflict of interest may have existed in determining whether the Business Combination is appropriate;

 

   

The Cohn Robbins Initial Shareholders and Cohn Robbins’ officers and directors agreed to vote in favor of the Business Combination;

 

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Cohn Robbins Sponsor or any of Cohn Robbins’ directors, officers or advisors may elect to purchase Cohn Robbins Ordinary Shares or Cohn Robbins Public Warrants prior to the consummation of the Business Combination;

 

   

Cohn Robbins Public Warrants and Private Placement Warrants are accounted for as liabilities;

 

   

Cohn Robbins has identified a material weakness in its internal controls over financial reporting;

 

   

Cohn Robbins (and Swiss NewCo, following the Business Combination) may face litigation and other risks as a result of the material weakness in Cohn Robbins’ internal controls over financial reporting;

 

   

Each of Cohn Robbins and SAZKA Entertainment will incur significant transaction and transition costs in connection with the Business Combination;

 

   

The exercise of redemption rights with respect to a large number of Cohn Robbins Ordinary Shares could increase the probability that the Business Combination would be unsuccessful;

 

   

Cohn Robbins’ public shareholders will experience immediate dilution in the Business Combination;

 

   

A third-party valuation was not obtained in determining whether or not to pursue the Business Combination;

 

   

Holders of Founder Shares control the election of the Cohn Robbins Board until the consummation of a business combination;

 

   

Cohn Robbins’ discretion in agreeing to changes or waivers in the Business Combination Agreement may result in a conflict of interest;

 

   

Subsequent to consummation of the Business Combination, Swiss NewCo may be exposed to unknown or contingent liabilities;

 

   

Investors will not have the same benefits as an investor in an underwritten public offering;

 

   

The Trust Account could be reduced in the event third parties bring claims against Cohn Robbins;

 

   

The Cohn Robbins Board may decide not to enforce the indemnification obligations of Cohn Robbins Sponsor;

 

   

Risks relating to a winding-up or bankruptcy or insolvency position;

 

   

Cohn Robbins shareholders may be held liable for claims by third parties against Cohn Robbins;

 

   

Risks relating to Cohn Robbins’ status as incorporated under the laws of the Cayman Islands and

 

   

A provision in Cohn Robbins’ warrant agreement may make it more difficult for Cohn Robbins to consummate the Business Combination.

Risks Related to the Redemption of Cohn Robbins Class A Shares

 

   

As the number of redemptions of Cohn Robbins Class A Shares increase, the implied value of Swiss NewCo Class B Shares ultimately issuable to Cohn Robbins’ shareholders will also increase; and

 

   

Cohn Robbins has a minimum cash condition, which may make it more difficult for Cohn Robbins to complete the Business Combination.

 

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Sources and Uses of Funds for the Business Combination

The following tables summarize the sources and uses for funding the Business Combination:

 

Sources & Uses

(No Redemption Scenario(1) — Assuming No Redemptions of the Outstanding Cohn Robbins Class A Shares by Cohn Robbins’ Shareholders)

 

Sources

    

Uses

 
     $mm      €mm(2)           $mm      €mm(2)  

Cohn Robbins cash in the Trust Account

   $ 829      $ 774      Cash to PF company balance sheet    $ 332      $ 310  

PIPE Investment proceeds

     353        330      Cash consideration to the SAZKA Shareholders      750        701  

The SAZKA Shareholders rollover

     6,613        6,180      The SAZKA Shareholders rollover      6,613        6,180  
         Estimated Transaction Fees      100        93  
  

 

 

    

 

 

       

 

 

    

 

 

 

Total Sources

   $ 7,794      $ 7,284      Total Uses    $ 7,794      $ 7,284  
  

 

 

    

 

 

       

 

 

    

 

 

 

 

(1)

Assumes (i) no redemptions by the public shareholders of Cohn Robbins and (ii) that the amount in the Trust Account is $829,088,974 (which was the approximate value of the Trust Account as of June 30, 2022).

(2)

Foreign exchange calculations are based on the exchange rate as of May 27, 2022.

Sources & Uses

(Maximum Redemption Scenario(1) — Assuming 33,125,487 Redemptions of the Outstanding Cohn Robbins Class A Shares by Cohn Robbins’ Shareholders)

 

Sources

    

Uses

 
      $mm          €mm(2)            $mm          €mm(2)  

Cohn Robbins cash in the Trust Account

  $ 497      $ 465      Cash to PF company balance sheet   $ —        $ —    

PIPE Investment proceeds

    353        330      Cash consideration to the SAZKA Shareholders     750        701  

The SAZKA Shareholders rollover

    6,613        6,180      The SAZKA Shareholders rollover     6,613        6,180  
        Estimated Transaction Expenses     100        93  
 

 

 

    

 

 

      

 

 

    

 

 

 

Total Sources

  $  7,463      $  6,975      Total Uses   $  7,463      $  6,975  
 

 

 

    

 

 

      

 

 

    

 

 

 

 

(1)

Assumes (i) the maximum number of redemptions by the public shareholders such that the Available Cohn Robbins Cash Condition will still be satisfied and (ii) that the amount in the Trust Account is $829,088,974 (which was the approximate value of the Trust Account as of June 30, 2022).

(2)

Foreign exchange calculations are based on the exchange rate as of May 27, 2022.

 

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SUMMARY OF HISTORICAL FINANCIAL AND OTHER INFORMATION

The following tables present our selected consolidated financial information as of the dates and for the periods indicated. The selected financial information in the tables entitled “Selected Consolidated Statement of Comprehensive Income Data,” “Selected Consolidated Statement of Financial Position Data,” and “Selected Consolidated Statement of Cash Flows Data” below have been extracted without material adjustment from the Historical Financial Information. For a detailed discussion of the presentation of financial data, see “Important Information About IFRS and Non-IFRS Financial MeasuresPresentation of Financial Information.”

Our consolidated financial information as of December 31, 2021 and 2020, and for the years ended, December 31, 2021, 2020 and 2019, has been derived from the Historical Financial Information, included elsewhere in this proxy statement/prospectus. Our consolidated financial information as of December 31, 2019 is audited and not included elsewhere in this proxy statement/prospectus. See “Important Information About IFRS and Non-IFRS Financial Measures—Presentation of Financial Information,SAZKA Entertainment’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Historical Financial Information included elsewhere in this proxy statement/prospectus.

The Historical Financial Information contained herein was prepared in accordance with IFRS. Presentation of financial information in accordance with IFRS requires our management to make various estimates and assumptions which may impact the values shown in the Historical Financial Information and the respective notes thereto. The actual values may differ from such assumptions and such differences may be material. The summary financial data and other data should be read in conjunction with the sections entitled “Important Information About IFRS and Non-IFRS Financial Measures—Presentation of Financial Information,” “SAZKA Entertainment’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Historical Financial Information included elsewhere in this proxy statement/prospectus. Historical results are not necessarily indicative of future expected results.

Selected Consolidated Statement of Comprehensive Income Data

 

     Year ended December 31,  
     2021      2020(1)      2019  
     ( millions)  

Revenue from gaming activities (GGR)

     3,056.5        2,018.0        1,906.1  

Revenue from non-gaming activities

     164.7        143.2        147.3  

Other operating income

     346.4        96.8        12.5  

Gaming taxes

     (1,227.9      (805.5      (595.0

Agents’ commissions

     (415.3      (337.1      (419.8

Materials, consumables and services

     (470.7      (309.8      (330.2

Marketing services

     (215.3      (124.9      (92.4

Personnel expenses

     (321.5      (223.2      (106.1

Other operating expenses

     (80.9      (77.7      (50.6

Share of profit of equity method investees

     79.1        79.5        120.4  

Depreciation and amortization

     (222.9      (158.5      (112.9

Impairment of tangible and intangible assets including goodwill

     (16.6      (26.1      (8.7

Restructuring costs

     —          (50.6      —    

Gain from remeasurement of previously held interest in equity method investee

     —          142.7        —    

Other gains and losses

     (9.6      8.9        —    
  

 

 

    

 

 

    

 

 

 

Profit from operating activities

     666.0        375.7        470.6  
  

 

 

    

 

 

    

 

 

 

 

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     Year ended December 31,  
     2021      2020(1)      2019  
     ( millions)  

Interest income

     2.9        2.2        7.5  

Interest expense

     (256.1      (101.8      (70.3

Other finance income and expense

     (8.2      (16.0      (50.2
  

 

 

    

 

 

    

 

 

 

Finance costs, net

     (261.4 )       (115.6      (113.0
  

 

 

    

 

 

    

 

 

 

Profit before tax

     404.6        260.1        357.6  
  

 

 

    

 

 

    

 

 

 

Income tax expense

     (130.3      (35.7      (46.3
  

 

 

    

 

 

    

 

 

 

Profit after tax from continuing operations

     274.3        224.4        311.3  
  

 

 

    

 

 

    

 

 

 

Discontinued operations: Gain on disposal of subsidiaries

     —          —          277.3  

Profit from discontinued operations, excluding gain on disposal

     —          —          15.6  
  

 

 

    

 

 

    

 

 

 

Profit after tax from discontinued operations

     —          —          292.9  
  

 

 

    

 

 

    

 

 

 

Profit after tax

     274.3        224.4        604.2  
  

 

 

    

 

 

    

 

 

 

Profit after tax attributable to owners of the Company

     44.3        92.8        428.5  
  

 

 

    

 

 

    

 

 

 

—Continuing operations

     44.3        92.8        141.8  

—Discontinued operations

     —          —          286.7  
  

 

 

    

 

 

    

 

 

 

Profit attributable to non-controlling interests

     230.0        131.6        175.7  
  

 

 

    

 

 

    

 

 

 

—Continuing operations

     230.0        131.6        169.5  

—Discontinued operations

     —          —          6.2  

 

(1) 

As of June 26, 2020, we ceased using the equity method of accounting with respect to our interest in CASAG and have thereafter been including CASAG Group’s results of operations in our consolidated financial statements. See “Important Information About IFRS and Non-IFRS Financial MeasuresFactors Affecting the Comparability of Results of Operations.

 

    

As of November 18, 2020, we ceased using the equity method of accounting with respect to our interest in Stoiximan and have thereafter been including Stoiximan’s results of operations in our consolidated financial statements. See the section entitled “Important Information About IFRS and Non-IFRS Financial Measures—Factors Affecting the Comparability of Results of Operations.”

Selected Consolidated Statement of Financial Position Data

 

     As of December 31,  
     2021      2020(1)      2019  
     ( millions)  

Assets

        

Non-current assets

        

Intangible assets

     2,544.4        2,660.0        1,879.1  

Goodwill

     1,056.3        1,035.8        600.6  

Property, plant and equipment

     411.4        463.3        194.7  

Investment property

     17.8        1.6        1.7  

Equity method investees

     313.1        343.2        649.1  

Trade and other receivables

     76.1        58.1        29.7  

 

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     As of December 31,  
     2021      2020(1)      2019  
     ( millions)  

Derivative financial instruments

     —          —          9.5  

Other financial assets

     191.7        199.6        8.9  

Deferred tax asset

     46.4        63.6        20.0  
  

 

 

    

 

 

    

 

 

 

Total non-current assets

     4,657.2        4,825.2        3,393.3  
  

 

 

    

 

 

    

 

 

 

Current assets

        

Inventories

     8.8        9.9        7.4  

Trade and other receivables

     268.4        224.9        246.0  

Derivative financial instruments

     —          7.9        3.5  

Current tax asset

     0.2        3.5        5.1  

Other financial assets

     223.5        43.3        19.2  

Cash and cash equivalents

     1,366.3        872.2        763.7  
  

 

 

    

 

 

    

 

 

 

Total current assets

     1,867.2        1,161.7        1,044.9  
  

 

 

    

 

 

    

 

 

 

Total assets

     6,524.4        5,986.9        4,438.2  
  

 

 

    

 

 

    

 

 

 

Liabilities

        

Non-current liabilities

        

Loans and borrowings

     2,259.5        2,533.3        2,252.5  

Preferred shares

     607.3        —        —    

Lease liabilities

     122.1        118.8        59.9  

Trade and other payables

     42.2        134.4        12.2  

Derivative financial instruments

     1.5        2.7        3.7  

Provisions

     10.2        10.9        8.5  

Employee benefits liability

     142.9        167.6        3.0  

Deferred tax liability

     446.7        456.4        212.8  
  

 

 

    

 

 

    

 

 

 

Total non-current liabilities

     3,632.4        3,424.1        2,552.6  
  

 

 

    

 

 

    

 

 

 

Current liabilities

        

Loans and borrowings

     433.4        129.0        99.4  

Lease liabilities

     26.9        24.9        8.3  

Trade and other payables

     881.6        745.2        360.7  

Derivative financial instruments

     —          1.1        —    

Current tax liability

     112.8        68.6        6.9  

Employee benefits liability

     54.8        60.6        18.0  

Provisions

     27.4        21.4        8.2  
  

 

 

    

 

 

    

 

 

 

Total current liabilities

     1,536.9        1,050.8        501.5  
  

 

 

    

 

 

    

 

 

 

Total liabilities

     5,169.3        4,474.9        3,054.1  
  

 

 

    

 

 

    

 

 

 

Equity

        

Share capital

     0.1        0.1        0.1  

Capital contributions and other reserves

     769.1        50.9        38.7  

Revaluation reserve

     (4.8      (2.6       

Currency translation reserve

     7.0        (1.2      (15.3

Hedging reserve

     5.6        (2.2      16.7  

Retained earnings

     (646.9      342.2        488.0  
  

 

 

    

 

 

    

 

 

 

Total equity attributable to owners of the Company

     130.1        387.2        528.2  
  

 

 

    

 

 

    

 

 

 

Non-controlling interest

     1,225.0        1,124.8        855.9  
  

 

 

    

 

 

    

 

 

 

 

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     As of December 31,  
     2021      2020(1)      2019  
     ( millions)  

Total equity

     1,355.1        1,512.0        1,384.1  
  

 

 

    

 

 

    

 

 

 

Total equity and liabilities

     6,524.4        5,986.9        4,438.2  
  

 

 

    

 

 

    

 

 

 

 

(1)

As of June 26, 2020, we ceased using the equity method of accounting with respect to our interest in CASAG and have thereafter been including CASAG Group’s results of operations in our consolidated financial statements. See “Important Information About IFRS and Non-IFRS Financial Measures—Factors Affecting the Comparability of Results of Operations.”

As of November 18, 2020, we ceased using the equity method of accounting with respect to our interest in Stoiximan and have thereafter been including Stoiximan’s results of operations in our consolidated financial statements. See “Important Information About IFRS and Non-IFRS Financial Measures—Factors Affecting the Comparability of Results of Operations.

Selected Consolidated Statement of Cash Flows Data

 

     Year ended December 31,  
     2021      2020(1)      2019  
     ( millions)  

Operating result before changes in working capital and provisions

     813.1        316.0        484.9  

Net cash generated from (+) / used in (-) operating activities

     638.1        163.1        313.6  

Net cash generated from (+) / used in (-) investing activities

     (140.5 )       239.5        499.2  

Net cash generated from (+) / used in (-) financing activities

     (0.8 )       (297.9      (360.8
  

 

 

    

 

 

    

 

 

 

Net decrease (-) / increase (+) in cash and cash equivalents

     496.8        104.7        452.0  
  

 

 

    

 

 

    

 

 

 

Effect of currency translation on cash and cash equivalents

     (2.7      3.8        (1.0
  

 

 

    

 

 

    

 

 

 

Cash and cash equivalents at the beginning of the year

     872.2        763.7        312.7  
  

 

 

    

 

 

    

 

 

 

Cash and cash equivalents at the end of the year

     1,366.3        872.2        763.7  
  

 

 

    

 

 

    

 

 

 

 

(1)

As of June 26, 2020, we ceased using the equity method of accounting with respect to our interest in CASAG and has thereafter been including CASAG Group’s results of operations in our consolidated financial statements. See “Important Information About IFRS and Non-IFRS Financial MeasuresFactors Affecting the Comparability of Results of Operations.”

As of November 18, 2020, we ceased using the equity method of accounting with respect to our interest in Stoiximan and have thereafter been including Stoiximan’s results of operations in our consolidated financial statements.

Summary of Key Segmental Metrics

We have the following operating and reportable segments:

 

   

Austria;

 

   

Czech Republic;

 

   

Greece and Cyprus; and

 

   

Italy.

 

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The geographical segmentation corresponds with the major operating entities of the Group, which are CASAG, SAZKA a.s., OPAP and LottoItalia (an equity method investee), although some of these operating entities do include limited operations in countries other than the geographical segmentations.

Our financial information that is not attributable to the reportable segments is attributable to our holding companies and other immaterial operations and are classified as “corporate.”

In the tables below, we present a summary of operating performance of our reportable segments as if they have been fully consolidated for all periods presented. In particular:

 

   

Financial information for the Austria segment (representing consolidated operating results of CASAG) was fully consolidated for the year ended December 31, 2021 and for the period from June 26, 2020 (for practicality from July 1, 2020) to December 31, 2020. CASAG was accounted for as an equity method investee for the period from January 1, 2020 to June 25, 2020 (for practicality to June 30, 2020) and for the year ended December 31, 2019. As a result, the financial data of the Austria segment for the year ended December 31, 2019 and for the period from January 1, 2020 to June 30, 2020 has been taken from the financial reporting of CASAG and the operating results are not recognized in the consolidated financial statements of the Group;

 

   

Financial information for the Czech Republic segment (representing operating results of SAZKA a.s.) was fully consolidated for all periods presented in this proxy statement/prospectus;

 

   

Financial information for the Greece and Cyprus segment (representing the consolidated operating results of OPAP) was fully consolidated in all periods presented in this proxy statement/prospectus;

 

   

Financial information for the Italy segment (representing operating results of LottoItalia) was accounted for as an equity method investee through all periods presented in this proxy statement/prospectus. Consequently, financial data of the Italy segment has been taken from the financial reporting of LottoItalia and the operating results are not recognized in the Group’s consolidated financial statements.

 

   

Financial information relating to the Corporate and other (Corporate) segment equals financial data representing Corporate and other (Corporate) and was fully consolidated in the Group’s consolidate financial statements.

Given that our reportable segments have non-controlling interests (with the exception of the Czech Republic), and we account for certain reportable segments as equity method investees during the periods presented, we believe that presenting each reportable segment as if they have been consolidated for all periods presented aids in the understanding of the business performance of each operating segment in the same manner that our management assesses the reportable segments.

The unaudited financial information derived from the financial reporting of CASAG (for the period from January 1, 2020 to June 30, 2021 and for the year ended December 31, 2019) and LottoItalia (for the years ended December 31, 2021, 2020 and 2019) included in this proxy statement/prospectus has been prepared by, and is the responsibility of, the Company’s management. PricewaterhouseCoopers Slovensko, s.r.o. has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the accompanying unaudited financial information and, accordingly, PricewaterhouseCoopers Slovensko, s.r.o. does not express an opinion nor any other form of assurance with respect thereto. The PricewaterhouseCoopers Slovensko, s.r.o. report included in this proxy statement/prospectus relates to the Company’s previously issued financial statements. It does not extend to the unaudited financial information and should not be read to do so.

 

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We define:

 

   

Operating EBITDA as profit before tax from continuing obligations before finance cost, net, depreciation and amortization, impairment of tangible and intangible assets including goodwill, restructuring costs, gain from remeasurement of previously held interest in equity method investee and other gains and losses; note that profit before tax before finance costs, net equals profit from operating activities. Operating EBITDA is a metric used by management to evaluate operating performance of the business. The Company provides this measure because we believe it is useful for investors to understand our performance period to period without any further adjustments for one-off or non-operating items. Management believes that Operating EBITDA is useful to investors because it provides additional information regarding to our ongoing performance to offer a meaningful comparison related to future results of operations;

 

   

Adjusted EBITDA as Operating EBITDA adjusted, as the Company’s management deems relevant, for significant one-off items, non-operating items and business development costs. Management believes that Adjusted EBITDA is a useful metric for investors to understand our underlying performance period to period, after exclusion of non-cash and other items which the management believes are not indicative of our results of operations. Adjusted EBITDA provides additional information about our underlying performance and offers a meaningful comparison related to future results of operation; and

 

   

Capital expenditures as additions to tangible and intangible assets reduced by the changes in liabilities arising from the acquisitions of such assets, i.e., on a cash basis. This equals the line item “Acquisition of property, plant and equipment and intangible assets” in our consolidated statement of cash flows. Management believes that capital expenditures is a useful metric for investors because it provides visibility to the level of capital expenditures required to operate our business.

The table below sets forth the Company’s economic interests held in each of the Company’s operating segments, respectively.

Economic Interests Held

 

     As of December 31,  
     2021     2020   2019  

Economic Interest

      

Austria

     59.70     55.48     38.16

Czech Republic

     100.00     100.00     100.00

Greece and Cyprus

     40.37     36.10     31.99

Italy

     32.50     32.50     32.50

Corporate and other*

     100.00     100.00     100.00

 

*

With the exception of SDAVCIC (as defined below), where the Company’s shareholding was 79.2% as of December 31, 2021, 78.6% as of December 31, 2019 and 75.5% as of December 31, 2020.

 

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GGR per Segment

 

     For the year ended December 31,  
     2021      2020      2019  
     (in € unless specified otherwise)  

Austria(1)

     1,139.1        1,077.5        1,245.9  

Czech Republic

     407.9        315.2        286.2  

Greece and Cyprus

     1,509.5        1,129.7        1,619.9  

Italy(2)

     2,404.0        1,905.0        2,368.0  

Eliminations(3)

     (2,404.0      (2,409.4      (3,613.9
  

 

 

    

 

 

    

 

 

 

Total consolidated

     3,056.5        2,018.0        1,906.1  
  

 

 

    

 

 

    

 

 

 

 

(1)

Of which €504.4 million as equity method investee in 2020, and €1,245.9 million as equity method investee in 2019

(2)

As equity method investee in all periods presented. Amount wagered less payout is used as a proxy for GGR for LottoItalia; LottoItalia’s revenue consists of revenue from contracts with customers, calculated as 6% of amount wagered

(3)

Represents elimination of reportable segments as equity method investees

Operating EBITDA per Segment

 

       For the year ended December 31,  
       2021      2020      2019  
       (€ millions)  

Austria(1)

       231.8        147.1        210.6  

Czech Republic

       106.5        83.8        94.6  

Greece and Cyprus

       555.2        259.8        412.6  

Italy(2)

       408.9        310.6        396.1  

Corporate

       (52.5      (29.5      (26.9

Eliminations(3)

       (334.8      (312.5      (494.4
    

 

 

    

 

 

    

 

 

 

Total consolidated

       915.1        459.3        592.2  
    

 

 

    

 

 

    

 

 

 

 

(1)

Of which €60.1 million as equity method investee in 2020, and €210.6 million as equity method investee in 2019

(2)

As equity method investee in all periods presented

(3)

Represents effect of replacing Operating EBITDA of reportable segment by share of profit of reportable segments accounted for as equity method investees.

 

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Capital Expenditure per Segment

 

       For the year ended December 31,  
       2021      2020      2019  
       (€ millions)  

Austria(1)

       17.2        32.1        31.1  

Czech Republic

       13.7        7.4        4.7  

Greece and Cyprus

       18.8        21.5        32.5  

Italy(2)

       0.9        0.7        0.9  

Corporate

       0.2        0.1        —    

Elimination(3)

       (0.9 )      (15.3      (32.0
    

 

 

    

 

 

    

 

 

 

Total consolidated segments

       49.9        46.5        37.2  
    

 

 

    

 

 

    

 

 

 

 

(1)

Of which €14.6 million as equity method investee in 2020, and €31.1 million as equity method investee in 2019

(2)

As equity method investee in all periods presented

(3)

Represents elimination of reportable segments accounted for as equity method investees

Net Debt

 

Net debt as of December 31, 2021    Loan and
borrowings(2)
     Cash and Cash
equivalents
and
short-term

financial assets
    Net Debt(3)  
     (€ millions)  

Austria

     123.1        268.6       (145.5

Czech Republic

     —          62.9       (62.9

Greece and Cyprus

     1,046.7        860.4       186.3  

Italy(4)

     —          257.6 (1)      (257.6

Corporate and other

     1,523.1        274.3 (1)      1,248.8  

Elimination(5)

     —        (257.6     257.6  
  

 

 

    

 

 

   

 

 

 

Total consolidated

     2,692.9        1,466.2       1,226.7  
  

 

 

    

 

 

   

 

 

 

 

(1)

Represents cash only, with the exception of Italy (short-term cash pooling asset) and Corporate and other (€99.9 million short-term cash pooling assets, with the remainder representing cash).

(2)

Loans and borrowings mean bank loans and issued notes and bonds, excluding lease liabilities arising from IFRS 16 Leases.

(3)

Net debt means Loan and borrowings less Cash and equivalents and short term-financial assets, including short-term cash pooling with affiliates.

(4)

As equity method investee

(5)

Represents elimination of reportable segment accounted for as equity method investee

Reconciliation of Non-IFRS Financial Measures

We believe that certain non-IFRS financial measures, such as Adjusted EBITDA, Operating EBITDA and capital expenditures and assist in understanding our performance. See “Important Information About IFRS And Non-IFRS Financial Measures—Other Non-IFRS Financial Measures.

 

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The tables below set forth the reconciliation of the non-IFRS metrics of our Corporate and other segment:

Corporate and other

 

     For the year ended December 31,  
     2021        2020        2019  

Reconciliation of Operating EBITDA

     (€ millions)  

Profit from operating activities

     (62.0        (22.8        (27.5

add back:

            

Depreciation and amortization

     0.9          0.8          0.6  

Other gains and losses

     8.6          (7.5        —    
  

 

 

      

 

 

      

 

 

 

Operating EBITDA

     (52.5        (29.5        (26.9
  

 

 

      

 

 

      

 

 

 

Certain Consolidated Unaudited Non-IFRS Financial Information

SAZKA Entertainment (consolidated)

 

     For the year ended December 31,  
     2021      2020      2019  
     ( millions)  

Reconciliation of profit after tax to Operating EBITDA and Adjusted EBITDA

        

Profit after tax

     274.3        224.4        604.2  

less: Discontinued operations: gain on disposal of subsidiaries

     —          —          277.3  

less: Profit from discontinued operations, excluding gain on disposal

     —          —          15.6  

Profit after tax (from continuing operations)

     274.3        224.4        311.3  

Income tax expenses

     130.3        35.7        46.3  

Profit before tax

     404.6        260.1        357.6  

Finance costs, net

     261.4        115.6        113.0  
  

 

 

    

 

 

    

 

 

 

Profit from operating activities

     666.0        375.7        470.6  

Depreciation and amortization

     222.9        158.5        112.9  

Impairment of tangible and intangible assets including goodwill

     16.6        26.1        8.7  

Restructuring cost

     —          50.6        —    

Gain from remeasurement of previously held interest in equity method investee

     —          (142.7      —    

Other gains and losses

     9.6        (8.9      —    
  

 

 

    

 

 

    

 

 

 

Operating EBITDA

     915.1        459.3        592.2  
  

 

 

    

 

 

    

 

 

 

Adjustments to Operating EBITDA

        

Inorganic business development costs(1)

     35.8        14.8        10.4  

Arbitration gain(2)

     (13.5)        —          —    

Austria segment - Casino Linz insurance gain(3)

     (0.6)        —          —    

Austria segment - Argentina arbitration gain(4)

     (15.9)        —          —    

Austria segment – Other(5)

     (4.4)        —          —    

Czech Republic segment - Gain from cancellation of obligation to acquire entity(6)

     —          (2.0      —    

Czech Republic segment - Disaster fund donation and tech platform prolongation(7)

     4.0        —          —    

 

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     For the year ended December 31,  
     2021      2020      2019  
     ( millions)  

Greece and Cyprus segment - Hellenic Lotteries minimum GGR contribution prepayment(8)

     25.1        37.7        —    

Greece and Cyprus segment - Litigation provision(9)

     (0.7)        5.3        (16.1

Greece and Cyprus segment -COVID-19 related extraordinary costs(10)

     (4.2)        9.7        —    

Greece and Cyprus segment - Other non-recurring costs and write-offs(11)

     2.8        13.3        16.7  
  

 

 

    

 

 

    

 

 

 

Adjusted EBITDA

     943.5        538.1        603.2  
  

 

 

    

 

 

    

 

 

 

 

(1)

Comprised of costs associated with inorganic business development, including costs related to the Company’s UK National Lottery (the “UKNL”) bid.

(2)

Represents income from an arbitration award of €13.5 million (see Note 8 to the consolidated financial statements for the year ended December 31, 2021).

(3)

Represents insurance income related to a fire incident of €0.6 million in 2021.

(4)

Represents a gain from the recognition of the fair value of an award from arbitration against Argentina in connection with the revocation of a concession in 2013 (see Note 8 to the consolidated financial statements for the year ended December 31, 2021).

(5)

Represents gains from non-cash changes in employee benefit liabilities and provisions of €3.6 million and gain from the sale of an undeveloped property of €0.8 million.

(6)

Represents gain from the cancellation of an obligation to acquire an entity.

(7)

Represents charitable donation in connection with damage caused by a tornado in the South Moravia region of the Czech Republic of €2.0 million and one-off costs related to the prolongation of a license for a gaming system of €2.0 million.

(8)

According to Hellenic Lotteries’ concession agreement, it has to pay 30% of its annual GGR to the Greek state, subject to a €50 million annual minimum payment amount. Hellenic Lotteries believes the €50.0 million minimum annual fee is not applicable for 2020 or 2021 as it believes the force majeure clause in the concession agreement was triggered by the pandemic-related restrictions imposed by the Greek state, and only €12.3 million (30% of Hellenic Lotteries’ actual 2020 GGR) is payable. Hellenic Lotteries has therefore filed a request for arbitration. As a prudent measure, we recorded gaming taxes expenses for this outstanding liability of €37.7 million as of December 31, 2020. For the year ended December 31, 2021, the outstanding liability increased by €25.1 million to €62.8 million.

(9)

Relates to non-cash changes in litigation provisions throughout the period.

(10)

Comprised of certain one-off expenses related to COVID-19 restrictions of €9.7 million in 2020 (including agents’ receivable write-offs of €4.6 million and special support to agents of €5.2 million, which represented a form of direct and indirect financial support to the Company’s network of agents during the COVID-19 related restrictions) and of €4.2 million for the year ended December 31, 2021. The adjustment has been extracted from the accounting records of the company based on management’s assessment of costs which have been incurred as the consequence of the impact of COVID-19 related restrictions.

(11)

Comprised of certain one-off expenses in an aggregate amount of €16.7 million in 2019 (including receivables write-offs of €7.0 million, additional costs related to a voluntary retirement scheme of €2.8 million and other one-off costs of €6.9 million) and impairment of GGR contribution tax assets of €13.5 million in 2020, and other non-recurring costs of €2.8 million in 2021. The adjustment has been extracted from the accounting records of the Company based on management’s assessment and identification of material non-operational items of income or expenses.

 

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains “forward-looking statements” within the meaning of the securities laws of certain jurisdictions (including U.S. securities laws). Forward-looking statements include statements about Cohn Robbins, SAZKA Entertainment and Swiss NewCo’s expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts. In some cases, these forward-looking statements can be identified by the use of forward-looking terminology. Additionally, forward-looking statements include, without limitation, any estimates, forecasts, forward-looking information derived from reports prepared or obtained by SAZKA Entertainment, including by market researchers, market respondents, independent professional organizations and other external sources from compiling data, market sampling, and/or exercising subjective judgments that may be cited in this proxy statement/prospectus, including, for the avoidance of doubt, H2GC. Words or phrases such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “objective,” “ongoing,” “plan,” “potential,” “predict,” “project,” “target,” “seek,” “should,” “will” and “would,” or similar words or phrases, or, in each case, their negative or other variations or comparable terminology or by the discussions of strategies, plans, objectives, targets, goals, future events or intentions, may identify forward-looking statements, but the absence of these words and phrases does not necessarily mean that a statement is not forward-looking. They appear in a number of places throughout this proxy statement/prospectus and include, without limitation, statements regarding Cohn Robbins’, SAZKA Entertainment’s or Swiss NewCo’s (as applicable) intentions, beliefs, estimates or current expectations concerning, among other things, their respective results of operations, financial condition, liquidity, prospects, growth, strategies and the market and industry in which Cohn Robbins, SAZKA Entertainment or Swiss NewCo operate and appear in the sections entitled, among others, “SAZKA Entertainment’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Cohn Robbins Management’s Discussion and Analysis and Results of Operations,” “Business of SAZKA Entertainment and Certain Information about SAZKA Entertainment,” “Business of Cohn Robbins and Certain Information about Cohn Robbins” and “Risk Factors.”

Many factors may cause Cohn Robbins’ SAZKA Entertainment’s or Swiss NewCo’s results of operations, financial condition, liquidity and the development of the industry in which they operate to differ materially from those expressed or implied by the forward-looking statements contained in this proxy statement/prospectus.

These factors include, among others:

 

   

the ongoing outbreak of the COVID-19 pandemic;

 

   

the impact of the regulation of the lottery and gaming industry, which is highly regulated;

 

   

SAZKA Entertainment’s ability to obtain and maintain licenses and concessions in order to operate its business activities in each of its jurisdictions;

 

   

the potential loss of SAZKA Entertainment’s exclusive rights to operate its business activities under its licenses and concession agreements and/or potential changes in the licenses or concessions;

 

   

the impact of changes in tax regimes, tax audits, tax penalties and special levies and fees, including specific gaming sector taxes;

 

   

SAZKA Entertainment’s ability to respond to changes in technology or successfully modify its product offerings to satisfy the future technological demands of their customers;

 

   

the impact of government actions, political events or macroeconomic factors in the countries in which SAZKA Entertainment operates;

 

   

SAZKA Entertainment’s ability to compete successfully in the competitive gaming markets;

 

   

the impact of the illegal lottery and gaming market and competitors whose legal status is unclear;

 

   

SAZKA Entertainment’s ability to successfully source, originate, execute, integrate and manage business acquisitions or to obtain the expected benefits from existing or future strategic investments,

 

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partnerships and acquisitions or the ability of the combined company to effect future acquisitions and to meet target returns;

 

   

the impact that SAZKA Entertainment does not wholly own several of the entities that operate its businesses and that account for a substantial portion of its GGR and cash flow, and the fact that SAZKA Entertainment is party to shareholder agreements with the other shareholders that contain a number of protective provisions in favor of such other shareholders;

 

   

the impact of SAZKA Entertainment’s dependence on agents to distribute our products;

 

   

the impact of SAZKA Entertainment’s dependence on a relatively low number of suppliers of technology infrastructure and support for the operations of our games;

 

   

the ability of SAZKA Entertainment’s businesses, and that of certain third parties they rely on, to maintain effective compliance procedures and policies for anti-money laundering, anti-bribery, fraud detection, anti-corruption, economic sanctions programs, regulatory compliance and risk management processes;

 

   

negative perceptions and publicity surrounding the lottery and gaming industry leading to negative socio-cultural aspects and more restrictive regulations on the industries and in the markets in which SAZKA Entertainment operates;

 

   

the ability of the operating systems and networks of SAZKA Entertainment’s businesses to address risks associated with technical failures and security breaches (including data leakage) caused by human error, problems relating to technology, natural disasters, sabotage, viruses and similar events;

 

   

the impact of operating systems and networks of SAZKA Entertainment’s business being exposed to risks associated with SAZKA Entertainment’s growing needs of technical infrastructures and its reliance on third-party technology providers;

 

   

the impact of pay-out fluctuations or betting outcomes significantly affecting the gaming operations of SAZKA Entertainment’s businesses;

 

   

the effect on lotteries and sports betting of the seasonality, timing and frequency of lotto drawings and sports betting events during the calendar year;

 

   

SAZKA Entertainment’s ability to successfully maintain and enhance its brands;

 

   

the combined company’s effectiveness of internal controls, financial condition and liquidity, including its readiness to become a public company and its ability to obtain additional financing in the future to fund capital expenditures, acquisitions and other general corporate activities;

 

   

the estimated future capital expenditures needed to preserve Swiss NewCo’s capital base;

 

   

changes in consumer preferences to lotteries and gaming;

 

   

the impact of uncertainty, business and regulatory risks from online offerings of SAZKA Entertainment’s businesses because it is a new and evolving industry;

 

   

the ability of SAZKA Entertainment’s businesses to attract, train or retain key management and qualified employees;

 

   

the impact of taxation of unrealized foreign exchange gains may adversely affect our financial condition;

 

   

the impact on SAZKA Entertainment’s businesses of a breach of intellectual property;

 

   

SAZKA Entertainment’s ability to service its debt and to operate its business;

 

   

the impact of additional tax liabilities that may be incurred by the combined company; and

 

   

other factors discussed under the section entitled “Risk Factors.”

 

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By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future and are based on potentially inaccurate assumptions. Forward-looking statements are not guarantees of future performance. The risks outlined above and others described under “Risk Factors” are not exhaustive. Other sections of this proxy statement/prospectus describe additional factors that could adversely affect the results of operations, financial condition, liquidity and the development of the industry operated in, in each case, of SAZKA Entertainment, Cohn Robbins or Swiss NewCo. New risks can emerge from time to time, and it is not possible to predict all such risks, nor can it be assessed the impact of all such risks on the business of SAZKA Entertainment, Cohn Robbins or Swiss NewCo, or to the extent which any such risks or combinations of risks and other factors may cause actual results to differ materially from those contained in any forward-looking statements. Given these results and uncertainties, you should not rely on forward-looking statements as a prediction of actual results.

Accordingly, you should not place undue reliance on these forward-looking statements, which speak only as of the date of this proxy statement/prospectus. None of Cohn Robbins, Swiss NewCo nor SAZKA Entertainment undertakes any obligation to publicly revise any forward-looking statement to reflect circumstances or events after the date of this proxy statement/prospectus or to reflect the occurrence of unanticipated events. You should, however, review the factors and risks Swiss NewCo describes in the reports it will file from time to time with the SEC after the date of this proxy statement/prospectus.

In addition, statements that “SAZKA Entertainment believes,” “Cohn Robbins believes” or “Swiss NewCo believes” (as applicable) and similar statements reflect SAZKA Entertainment’s, Cohn Robbins’ or Swiss NewCo’s (as applicable) beliefs and opinions on the relevant subject. These statements are based on information available to SAZKA Entertainment, Cohn Robbins and Swiss NewCo (as applicable) as of the date of this proxy statement/prospectus. While SAZKA Entertainment, Cohn Robbins and Swiss NewCo (as applicable) each believe that information provides a reasonable basis for these statements, that information may be limited or incomplete. None of SAZKA Entertainment’s, Cohn Robbins’ nor Swiss NewCo’s (as applicable) statements should be read to indicate that it has conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and you are cautioned not to unduly rely on these statements.

Although SAZKA Entertainment, Cohn Robbins and Swiss NewCo (as applicable) each believe the expectations reflected in the forward-looking statements were reasonable at the time made, none of SAZKA Entertainment, Cohn Robbins nor Swiss NewCo (as applicable) can guarantee future results, level of activity, performance or achievements. Moreover, none of SAZKA Entertainment, Cohn Robbins, Swiss NewCo nor any other person or entity assumes responsibility for the accuracy or completeness of any of these forward-looking statements, nor does any of SAZKA Entertainment, Cohn Robbins or Swiss NewCo assume any obligation to update forward-looking statements set forth in this proxy statement/prospectus. You should carefully consider the cautionary statements contained or referred to in this section in connection with the forward-looking statements contained in this proxy statement/prospectus and any subsequent written or oral forward-looking statements that may be issued by SAZKA Entertainment, Cohn Robbins or Swiss NewCo (in each case, as applicable) or persons acting on any of their behalf.

 

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RISK FACTORS

You should carefully review and consider the following risk factors and the other information contained in this proxy statement/prospectus, including the financial statements and notes to the financial statements included herein and the matters addressed in the section entitled “Cautionary Note Regarding Forward-Looking Statements,” in evaluating the Business Combination and the proposals to be voted on at the General Meeting. For purposes of this section, “SAZKA Entertainment,” “we,” “our,” “us” and “ourselves” each refer to SAZKA Entertainment AG, a Swiss stock corporation (Aktiengesellschaft), together with its subsidiaries prior to the consummation of the Business Combination; and “Swiss NewCo” refers to Allwyn Entertainment AG, a Swiss stock corporation (Aktiengesellschaft), together with its subsidiaries after completion of the Business Combination, in each case unless the context otherwise requires. The occurrence of one (1) or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the Business Combination, and may have a material adverse effect on the business, cash flows, financial condition and results of operations of Swiss NewCo following the Business Combination. The risk factors described below disclose both material and other risks, and are not intended to be exhaustive and are not the only risks facing SAZKA Entertainment, Swiss NewCo or Cohn Robbins. Additional risks not currently known to SAZKA Entertainment, Swiss NewCo or Cohn Robbins or that any of the foregoing currently deem to be immaterial, or which are not identified because they are generally common to businesses, also may materially adversely affect our respective businesses, financial conditions, results of operations and cash flows in future periods. You are encouraged to perform your own investigation with respect to our business, financial condition and prospects.

Risks Related to SAZKA Entertainment’s Business

The effects of the COVID-19 pandemic and related public health measures have affected how we operate our businesses and how consumers interact with us; the duration and extent to which the pandemic and related public health measures will impact our businesses, future results of operations and cash flows remains uncertain.

The outbreak of communicable diseases on a global scale may significantly affect our businesses. In December 2019, the emergence of COVID-19 was reported in Wuhan, Hubei Province, China and has since rapidly spread across the world. On March 11, 2020, the World Health Organization declared COVID-19 a global pandemic. The outbreak has resulted in government authorities and businesses throughout the world implementing numerous measures intended to contain and limit the spread of COVID-19, including travel bans and restrictions, quarantines, self-isolation, shelter-in-place and lockdown orders, business restrictions, shutdowns, and other limitations. As a result of such measures, for some periods in 2020 and 2021, the majority or all of our land-based points of sale in Greece and Cyprus, our casinos in Austria and internationally and our VLT (as defined below) outlets in Austria were closed, whereas our online businesses experienced high rates of growth, which could slow or reverse as a result of the easing of government restrictions established during the COVID-19 pandemic. In Italy, draws of LottoItalia’s games were suspended for certain periods during the second quarter of 2020. In the second quarter of 2020, GGR compared with the same quarter in 2019 decreased by 23%, 0%, 53% and 56% in the Austria segment, the Czech Republic segment, the Greece and Cyprus segment and the Italy segment, respectively. While most of our businesses have not been subject to material restrictions since the third quarter of 2020, many countries have introduced new measures in the fourth quarter of 2021 as a result of increased numbers of cases and the spread of the Omicron variant of COVID-19. These included a three (3) week general lockdown in Austria, during which our casinos were closed, and requirements that customers demonstrate their vaccination status to access our casinos in Austria and land-based points of sale in Greece. These restrictions have negatively impacted our sales, though to a lesser extent than restrictions in previous periods. See “SAZKA Entertainment’s Management’s Discussion and Analysis of Financial Condition and Results of Operations—Significant Factors Affecting Our Results of Operations—COVID-19.”

 

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The COVID-19 pandemic and responses thereto have led to a material deterioration in both the global economy and the national economies of the countries where we operate. Government restrictions led to the suspension or cancellation of substantially all racing and sporting events during some periods of time, which has negatively affected sales in our sports betting operations. While most events, leagues, and sporting events resumed by the second half of 2021, further suspensions and cancellations could take place in the future. The revenues generated from games related to events or leagues that are not cancelled or suspended and from new products may be substantially lower than before the outbreak of the COVID-19 pandemic and may not be sufficient to cover all our costs.

Moreover, our agents and suppliers may be at risk of decreasing revenue, liquidity issues, and insolvency because of any downturn in economic conditions. Consequently, since our businesses are reliant on our agents and suppliers, their inability to honor commitments to us could negatively affect our ability to reliably provide our products to our customers. See the risk factor “—The operating systems and networks of our businesses are exposed to risks associated with our own growing technical infrastructure needs and reliance on third-party technology providers.

The extent to which the COVID-19 pandemic impacts our businesses will depend on future developments, which are highly uncertain, including the scope and duration of the COVID-19 pandemic and future actions taken by governmental authorities and other third parties in response to the COVID-19 pandemic. Although vaccines have been developed and are currently being rolled out across countries, the COVID-19 pandemic has been further complicated by the emergence of new and more contagious strains of the virus, such as the Delta variant and the Omicron variant, and there are concerns that vaccines may not work as well against these and future new strains. As a result, there remains significant uncertainty in respect of the extent, duration and intensity of the financial consequences and potential customer behavior and societal implications, as well as the potential imposition of new restrictions, which may further adversely affect our businesses.

There can be no guarantee that any similar pandemics or outbreaks will not occur in the future or that the effects of the current global pandemic will not deteriorate further. Any of the above factors could result in a material adverse effect on our business, results of operations and financial condition.

The lottery and gaming industry is highly regulated; gaming regulation is continually developing and the regulations to which we are subject could become stricter.

The lottery and gaming industry is highly regulated, primarily at the national level. The gaming industry has always been regulated at a national level, and currently there is no specific European or international regulatory regime aiming to regulate the lottery and gaming industry (apart from general principles of European law governing among others the establishment of monopolies, consumer/player protection, and money laundering). Our businesses are subject to a range of complex gaming laws and regulations in the jurisdictions in which they are licensed or operate. These regulations govern the types of games that our businesses may operate and the rules of the games. Furthermore, these regulations govern the manner in which our businesses may operate their games: for example, advertising, pay-outs, taxation, cash, anti-money laundering compliance procedures and other specific limitations, such as the number of gaming machines in a given point of sale (“POS”) and their proximity to each other, are all covered by regulations to varying degrees. National authorities have the right to unilaterally change the legal and regulatory framework.

New games our businesses may wish to introduce often need to be approved by the relevant regulator. Although the regulatory regime for land-based gaming and lottery operations is well established in many countries, many of the regulations regarding online gaming are still evolving and remain unclear. In particular, some jurisdictions have introduced regulations attempting to restrict or prohibit online gaming, while others have taken the position that online gaming should be licensed and regulated and have adopted, or are in the process of considering, legislation to enable such licensing and regulation. As a result of this regulatory backdrop, maintaining good relations with relevant governments and government bodies is important to our businesses and any change in governments or deterioration of these relationships could have a material adverse effect on our business, results of operations and financial condition.

 

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There can be no assurance that law enforcement or gaming regulatory authorities will not seek to restrict our businesses in their jurisdictions or even institute enforcement proceedings in the event of non-compliance, or alleged or perceived non-compliance, with applicable regulations. Gaming laws and administration, in particular the emerging online regulation in many jurisdictions, are complex and often require us to make subjective determinations regarding compliance with which the relevant authorities may not agree. A significant amendment to the legislative or regulatory framework governing our businesses and their operations could have a material adverse effect on our business, results of operations and financial condition.

Our ability to successfully pursue our strategy depends on compliance with applicable laws and regulations, including those specific to online gaming. While we believe that our businesses have implemented the necessary systems, controls, and procedures to ensure that we are, or will be, in compliance with applicable rules and regulations in our operations, these systems, controls, and procedures may not be sufficient to comply with all applicable gaming rules and regulations in the jurisdictions in which we conduct gaming activities. In addition, we are subject to the risk of non-compliance by our non-controlled businesses, such as LottoItalia and Betano. See the risk factor “—We do not wholly own several of the entities that operate our businesses and that account for a substantial portion of our GGR, and we are party to shareholder agreements with the other shareholders of such entities that contain a number of protective provisions in favor of such other shareholders” for a description of the risks associated with our non-controlled businesses. Failure to comply with applicable gaming laws and regulations could result in civil, criminal, or administrative proceedings, injunctions, fines, penalties and substantial litigation expenses that could strain our management resources, negatively impact our reputation or otherwise have a material adverse effect on our business, results of operations and financial condition.

In February 2021, the Austrian government announced a proposal to change certain gaming regulations (“New Austrian Gaming Proposals”). As of the date of this proxy statement/prospectus, full details of the potential changes are not yet clear, but based on information publicly available, the Austrian government may establish an independent gaming regulator and adopt a domain name system to block illegal operators, as well as adopt restrictions on advertising, which could reduce our ability to successfully market our products and lead to lower customer demand. In addition, the Austrian Government is proposing to grant the Austrian Court of Audit supervisory authority over private companies in which the Austrian state directly or indirectly holds above 25.0% of the share capital, and to significantly broaden companies’ duty to provide information to the Austrian Court of Auditors and to the public. If these measures are adopted as proposed, they could result in a material administrative burden on CASAG and a competitive disadvantage relative to fully privately-owned companies. As of the date of this proxy statement/prospectus, there are indications that the New Austrian Gaming Proposals will not become effective in 2022 due to ongoing negotiations within the Austrian government.

In Italy, a draft law relating to the reorganization of the gambling sector has been presented to the Council of Ministers, for adoption by the Italian Parliament potentially as early as by the end of 2022. Among other draft proposals, this law, if adopted in the proposed form, would reduce the number of gambling POS, although it is unclear at this stage whether this would apply to lottery products.

Similarly, the regulatory environment in other jurisdictions in which we operate may change in the future, and any such change could have a material adverse effect on our business, results of operations and financial condition.

Our businesses are required to obtain and maintain licenses and concessions in order to operate in each jurisdiction and, in certain circumstances, our ability to do so may be dependent on our shareholders also meeting specific regulatory requirements.

Our businesses are required to obtain, maintain, and comply with the terms of licenses and concessions in order to operate gaming businesses in each country in which we operate. Governmental authorities have the right to terminate licenses or concession contracts and to impose sanctions in certain cases, for example, in the event of non-compliance with statutory requirements, including the terms of concessions or license conditions. In

 

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particular we hold exclusive licenses for some of our games in Austria, Greece and Cyprus and Italy. See the risk factor “ —Our businesses are exposed to risks related to the potential loss of their exclusive rights to operate our business activities under our licenses and concession agreements and/or of alteration or termination of our licenses prior to their expiration, and our licenses may also be challenged by potential competitors” below for more information.

The regulatory regimes of certain of the jurisdictions in which our businesses operate require a shareholder of Swiss NewCo who holds ordinary shares above a specified percentage, or who is otherwise deemed by the relevant regulator to exercise control or influence over our operations, to undergo probity investigations in order to satisfy the regulator that they are suitable to be a shareholder of Swiss NewCo or, as the case may be, its subsidiary or associate which is subject to their regulatory oversight. This requirement may extend to the principals (including the directors) of that shareholder. In certain circumstances, our businesses may be required to make a notification to a regulator of a shareholder’s interest in Swiss NewCo (or indirect interest in its subsidiary or associate) so that the regulator can then carry out such investigations. Any non-compliance by either the Group or its shareholders in the future may lead to the imposition of sanctions on us or certain of our subsidiaries or affiliates, including the revocation of a license or concession contract or the imposition of specific sanctions. Similarly, if a regulator deems the shareholder (or one of its principals or directors) to be unsuitable, or no longer fit and proper, this could lead to the imposition of similar sanctions on us or certain of our subsidiaries or affiliates, and the requirement for the shareholder to cease to hold some or all of the Swiss NewCo Class B Shares it holds. In addition, the non-compliance or the lack of propriety of the joint venture partners or other shareholders of our businesses may negatively affect us. See the risk factor “ —We do not wholly own several of the entities that operate our businesses and that account for a substantial portion of our GGR and cash flow, and we are party to shareholder agreements with the other shareholders of such entities that contain a number of protective provisions in favor of such other shareholders.”

Our success depends on maintaining our businesses’ licenses and concessions and complying with the terms under which the local authorities granted them as well as related local laws. This includes procuring pre-approval from the relevant regulator in relation to certain significant corporate activities we may elect to undertake from time to time. Gaming licenses may be revoked, suspended, or conditioned, and any of such losses, or potential for such loss, could cause our businesses to cease offering some or all of their product offerings in the relevant jurisdictions, which could have a material adverse effect on our ability to generate revenues. Our businesses may be unable to obtain, maintain and renew all necessary registrations, licenses, permits and approvals, or could incur fines or experience delays in the licensing process. The determination of suitability process may be expensive and time-consuming. The loss of or amendment to any of our businesses’ licenses or concessions or a reduction in the level of operations permitted under the licenses could have a material adverse effect on our business, results of operations and financial condition. For information regarding certain ongoing matters relating to the status of our exclusive license in certain of our operating markets, please see the section entitled “Business of SAZKA Entertainment and Certain Information about SAZKA Entertainment —Regulation and Licensing Overview.”

Our businesses are exposed to risks related to the potential loss of our exclusive rights to operate our business activities under our licenses and concession agreements and/or of alteration or termination of our licenses prior to their expiration, and our licenses may also be challenged by potential competitors.

OPAP’s licenses in Greece, CASAG and Austrian Lotteries’ licenses in Austria, and LottoItalia’s licenses in Italy provide each of them with exclusive rights to operate certain lottery and gaming activities in each of their respective jurisdictions. In most cases, the licenses and concession agreements of the above-mentioned companies as well as of SAZKA in the Czech Republic are time-limited and will eventually expire. For example, in Italy, the exclusive license for the operation of a lottery will expire in November 2025. In Greece, our exclusive license for the operation of instant lotteries will expire in 2026, and our iGaming license will expire in 2028. In Austria, our exclusive license for lottery and iGaming expires in 2027. In the Czech Republic, our license for the operation of lotteries and our license for the operation of technical games will both expire in June 2027.

 

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Upon expiration, new licenses or concessions may be awarded to one or more parties through a competitive bidding process. We may be unable to obtain new licenses to allow us to continue our current operations or may only be able to do so on less favorable terms. Our businesses also face the risk that regulatory changes may open the market to broader competition. Renewing licenses or concessions can be costly and time-consuming, and we cannot guarantee that future concessions and licenses will be renewed on favorable terms, to the same extent or at all.

Our businesses are exposed to risks related to the potential alteration or termination of our licenses prior to their expiration, and such licenses may also be challenged in court by potential competitors. For example, in Italy, the ADM, the competent regulatory authority, may at any time, at its discretion, require LottoItalia to modify how it operates the games LottoItalia offers, or may suspend the concession contract that allows LottoItalia to operate games. Moreover, in Cyprus, OPAP Cyprus Limited (“OPAP Cyprus”), a subsidiary of OPAP, operates its lottery games business on the basis of a 2003 bilateral agreement between the Republic of Cyprus and the Hellenic Republic, which may be terminated by either state upon prior notification to the other state with 12 months’ notice. Separately, the Cypriot Parliament has passed a law on certain gaming activities, under which a special committee will conduct a concession procedure and recommend a suitable operator to the Minister of Finance for the granting of an exclusive non-transferable license for games in the numerical lotteries category and games based on the correct prediction of combinations of sports event results with variable odds. The Cabinet of Ministers, based on the proposal of the special committee, has assessed whether OPAP Cyprus, the current operator, is a suitable operator and has recommended OPAP Cyprus as eligible for licensing. However, as of the date of this proxy statement/prospectus, the process for granting the exclusive non-transferable license, which is expected to be finalized when negotiations with the Minister of Finance on the content of a concession agreement are successfully concluded, is still ongoing.

In some countries, our businesses are required to pay fees to the relevant regulatory authorities to obtain and maintain our businesses’ exclusive licenses and concessions. While, in some jurisdictions, our businesses must pay the license or concession fee in advance, in other jurisdictions our businesses must pay it over time. In addition, our businesses often pay a percentage of their revenue from gaming activities (“GGR”) to the regulatory authority that granted the license or concession or pay license or concession taxes. For example, in Austria, although no substantial upfront fees are payable for licenses, our businesses are required to pay taxes and fees to the Austrian state. Depending on the performance of the licensed lotteries and gaming activities of our businesses, they may suffer financial pressure as a result of these payments. If any of our businesses fail to pay or is unable to pay these license or concession fees, or tax payments, they may lose their ability to operate in the relevant jurisdiction. Furthermore, such costs may increase upon renewal of our licenses.

If any of the licenses or concessions of our businesses are terminated prematurely or, if upon expiration, our businesses fail to renew such licenses or concessions, we would be forced to cease the operations covered by such licenses or concessions and a new, separate organization could take over our business activities in relation to such license or concession. Und