SEAH and Super Group SPAC Merger Closed – January 27, 2022
Super Group and Sports Entertainment Acquisition Corporation Announce Closing of Business Combination
NEW YORK, NY – January 27, 2022 – SGHC Limited (“SGHC” or “Super Group”), the parent company of Betway, a leading online sports betting and gaming business, and Spin, the multi-brand online casino, and Sports Entertainment Acquisition Corporation (NYSE: SEAH), a publicly traded special purpose acquisition company, announced today the closing of their business combination (the “Business Combination”). The Business Combination was approved by a majority of SEAH stockholders at a special meeting held on January 26, 2022. SEAH has merged with and into Super Group, with Super Group as the surviving corporation. Beginning on January 28, 2022, Super Group’s ordinary shares and public warrants are expected to begin trading on the New York Stock Exchange (“NYSE”) under the ticker symbol “SGHC” and “SGHC WS”, respectively. “Today marks a major milestone for our company, our employees and our shareholders,” said Neal Menashe, Chief Executive Officer of Super Group. “Now as a public company, we plan to continue to strengthen our brand among the worldwide online betting and gaming community by growing our customer base, expanding into new markets and developing strategic partnerships with major sports franchises.”
Eric Grubman, Chairman & CFO of Sports Entertainment Acquisition Corporation, commented, “We were attracted to Super Group for its proven business model, strong leadership and exceptional products and technology. We are pleased to complete our business combination with Super Group and look forward to continuing our collaboration with Neal and rest of the management team, helping Super Group strengthen and grow its position in the global online betting and gaming industry.”
SEAH and Super Group SPAC Update – January 26, 2022
Sports Entertainment Acquisition Corporation Shareholders Approve Business Combination with Super Group
• Sports Entertainment Acquisition Corporation (SEAH) stockholders have approved the business combination with Super Group • SEAH expects all closing conditions to be met, and for the business combination to close on Thursday, January 27, 2022 • Super Group ordinary shares are expected to trade on the New York Stock Exchange under ticker “SGHC” beginning Friday, January 28, 2022
NEW YORK, NY – January 26, 2022 -- Sports Entertainment Acquisition Corp. (“SEAH”) (NYSE:SEAH), a special purpose acquisition company, today announced that SEAH’s shareholders voted to approve its proposed business combination (the “Business Combination”) with SGHC Limited (“Super Group”). A Form 8-K disclosing the full voting results is expected to be filed with the Security and Exchange Commission.
Super Group has waived the minimum cash condition to be satisfied at the closing of the Business Combination, and SEAH expects all closing conditions to be met. The transaction is expected to generate approximately $202.4 million from SEAH trust proceeds, reflecting approximately 45% of the publicly held shares that were not submitted for redemption.
The closing of the Business Combination is expected to occur Thursday, January 27, 2022. Following closing, the combined company will be known as “Super Group (SGHC) Limited,” and on Friday, January 28, 2022, its ordinary shares and public warrants are expected to trade on the New York Stock Exchange under the symbols “SGHC” and “SGHC WS,” respectively. About SGHC Limited SGHC Limited (Super Group) is the holding company for leading global online sports betting and gaming businesses: Betway, a premier online sports betting brand, and Spin, a multi-brand online casino offering. The group is licensed in 25 jurisdictions, with leading positions in key markets throughout Europe, the Americas and Africa. The group’s successful sports betting and online gaming offerings are underpinned by its scale and leading technology, enabling fast and effective entry into new markets. Its proprietary marketing and data analytics engine empowers it to responsibly provide a unique and personalized customer experience.
Sports Entertainment Acquisition Corp. and Super Group Announce Effectiveness of Registration Statement in Connection with Proposed Business Combination
Special Meeting Date Set For January 26, 2022 at 10:00 AM ET
NEW YORK, NY – January 13, 2022 – SGHC Limited (“SGHC” or “Super Group”), the parent company of leading online sports betting and gaming business Betway, and Spin, the multi-brand online casino, today announced that its registration statement on Form F-4 (the “Registration Statement”), in connection with its previously announced proposed business combination (the “Business Combination”) with Sports Entertainment Acquisition Corp. (NYSE:SEAH), has been declared effective by the U.S. Securities and Exchange Commission (“SEC”). The Registration Statement provides important information about Sports Entertainment Acquisition Corp., Super Group and the Business Combination and can be found on the SEC’s website at https://www.sec.gov under the ticker “SGHC.”
Super Group to Participate in the 24th Annual Needham Virtual Growth Conference
New York, NY – January 4, 2022 – SGHC Limited (“SGHC” or “Super Group”), the parent company of leading online sports betting and gaming business Betway, and Spin, the multi-brand online casino, which has entered into a business combination agreement with Sports Entertainment Acquisition Corp. (NYSE: SEAH), today announced that Neal Menashe, Chief Executive Officer of Super Group, Richard Hasson, President & Chief Operating Officer of Super Group, and Eric Grubman, Chairman of the Board of Directors & Chief Financial Officer of Sports Entertainment Acquisition Corp., will participate in the 24th Annual Needham Virtual Growth Conference on Thursday, January 13, 2022. Management will host investor meetings as well as present from 2:45 to 3:25 PM ET.
Participants may access a live webcast of the presentation on the Super Group Investor Relations site https://sghc.com/investors. For further information, or to schedule a meeting with management, please contact a Needham representative.
About SGHC Limited SGHC Limited (Super Group) is the holding company for leading global online sports betting and gaming businesses: Betway, a premier online sports betting brand, and Spin, a multi-brand online casino offering. The group is licensed in 25 jurisdictions, with leading positions in key markets throughout Europe, the Americas and Africa. The group’s successful sports betting and online gaming offerings are underpinned by its scale and leading technology, enabling fast and effective entry into new markets. Its proprietary marketing and data analytics engine empowers it to responsibly provide a unique and personalized customer experience. For more information, visit www.sghc.com.
About Sports Entertainment Acquisition Corp. Sports Entertainment Acquisition Corp. is a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. SEAH is focused on targets in the sports and entertainment sectors as well as the technology and services that are associated with these verticals. Its Class A common stock trades on the New York Stock Exchange (the "NYSE") under the symbol "SEAH”. SEAH’s management team is led by Eric Grubman and John Collins who each have decades of experience identifying, acquiring, operating and creating value for the owners of leading companies and entities. For more information, visit www.sportsentcorp.com.
Additional Information and Where to Find It This press release relates to a proposed transaction between Super Group and SEAH. This press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of Super Group, the combined company or SEAH, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended. Super Group (SGHC) Limited has filed a registration statement on Form F-4 with the SEC, which includes a document that serves as a prospectus and proxy statement of SEAH, referred to as a proxy statement/prospectus. A proxy statement/prospectus will be sent to all SEAH shareholders. SEAH also will file other documents regarding the proposed transaction with the SEC. Before making any voting decision, investors and security holders of SEAH are urged to read the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the proposed transaction as they become available because they will contain important information about the proposed transaction.
Investors and security holders will be able to obtain free copies of the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by SEAH through the website maintained by the SEC at www.sec.gov.
Participants in Solicitation SEAH and its directors and executive officers may be deemed to be participants in the solicitation of proxies from SEAH’s shareholders in connection with the proposed transaction. A list of the names of the directors and executive officers of SEAH and information regarding their interests in the business combination is set forth in SEAH’s registration statement on Form S-1 (Registration No. 333-248798) originally filed with the SEC on September 14, 2020. Additional information regarding the interests of such persons and other persons who may be deemed participants in the solicitation will be contained in the registration statement and the proxy statement/prospectus when available. You may obtain free copies of these documents as described in the preceding paragraph.
Forward-Looking Statements This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Certain statements made in this press release are “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Such “forward-looking statements” with respect to the proposed transaction between Super Group and SEAH include statements regarding the benefits of the transaction and growth of the combined business.
These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of financial and performance metrics, expectations and timing related to market entries and expansion, projections of market opportunity and growth, potential benefits of the transaction and the potential success of Super Group and SEAH. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “pipeline,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties.
Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to: (i) the inability of the parties to successfully or timely consummate the proposed business combination, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the proposed business combination or that the approval of the shareholders of Super Group or SEAH will not be obtained; (ii) the risk that the transaction may not be completed by SEAH’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by SEAH; (iii) the failure to satisfy the conditions to the consummation of the transaction, including the adoption of the Business Combination Agreement by the shareholders of SEAH, the satisfaction of the minimum amount in the trust account following redemptions by SEAH’s public shareholders and the receipt of certain governmental and regulatory approvals; (iv) the lack of a third party valuation in determining whether or not to pursue the proposed transaction; (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement; (vi) the effect of the announcement or pendency of the transaction on Super Group’s business relationships, operating results, and business generally; (vii) risks that the proposed transaction disrupts current plans and operations of Super Group and potential difficulties in employee retention as a result of the transaction; (viii) the outcome of any legal proceedings that may be instituted against Super Group, SEAH or the combined company related to the Business Combination Agreement or the proposed transaction; (ix) the ability to maintain the listing of SEAH’s securities on a national securities exchange; (x) the price of SEAH’s securities may be volatile due to a variety of factors, including changes in the competitive and regulated industries in which SEAH plans to operate or Super Group operates, variations in operating performance across competitors, changes in laws and regulations affecting SEAH’s or Super Group’s business, Super Group’s inability to meet or exceed its financial projections and changes in the combined capital structure; (xi) changes in general economic conditions, including as a result of the COVID-19 pandemic; (xii) the ability to implement business plans, forecasts, and other expectations after the completion of the proposed transaction, and identify and realize additional opportunities; (xiii) changes in domestic and foreign business, market, financial, political and legal conditions; (xiv) future global, regional or local economic and market conditions affecting the sports betting and gaming industry; (xv) changes in existing laws and regulations, or their interpretation or enforcement, or the regulatory climate with respect to the sports betting and gaming industry; (xvi) the ability of Super Group’s customers to deposit funds in order to participate in Super Group’s gaming products; (xvii) compliance with regulatory requirements in a particular regulated jurisdiction, or Super Group’s ability to successfully obtain a license or permit applied for in a particular regulated jurisdiction, or maintain, renew or expand existing licenses; (xviii) the technological solutions Super Group has in place to block customers in certain jurisdictions, including jurisdictions where Super Group’s business is illegal, or which are sanctioned by countries in which Super Group operates from accessing its offerings; (xix) Super Group’s ability to restrict and manage betting limits at the individual customer level based on individual customer profiles and risk level to the enterprise; (xx) the ability by Super Group’s key executives, certain employees or other individuals related to the business, including significant shareholders, to obtain the necessary licenses or comply with individual regulatory obligations in certain jurisdictions; (xxi) protection or enforcement of Super Group’s intellectual property rights, the confidentiality of its trade secrets and confidential information, or the costs involved in protecting or enforcing Super Group’s intellectual property rights and confidential information; (xxii) compliance with applicable data protection and privacy laws in Super Group’s collection, storage and use, including sharing and international transfers, of personal data; (xxiii) failures, errors, defects or disruptions in Super Group’s information technology and other systems and platforms; (xxiv) Super Group’s ability to develop new products, services, and solutions, bring them to market in a timely manner, and make enhancements to its platform and Super Group’s ability to maintain and grow its market share, including its ability to enter new markets and acquire and retain paying customers; (xxv) the success, including win or hold rates, of existing and future online betting and gaming products; (xxvi) competition within the broader entertainment industry; (xxvii) Super Group’s reliance on strategic relationships with land based casinos, sports teams, event planners, local licensing partners and advertisers; (xxviii) events or media coverage relating to, or the popularity of, online betting and gaming industry; (xxix) trading, liability management and pricing risk related to Super Group’s participation in the sports betting and gaming industry; (xxx) accessibility to the services of banks, credit card issuers and payment processing services providers due to the nature of Super Group’s business; (xxxi) the ability of stockholders to exercise redemption rights with respect to a large number of SEAH’s outstanding shares of common stock; (xxxii) the regulatory approvals related to Super Group’s contemplated acquisition of Digital Gaming Corporation (“DGC”) and the integration of the DGC business; (xxxiii) other risks and uncertainties indicated from time to time in the final prospectus of SEAH for its initial public offering and the proxy statement/prospectus relating to the proposed business combination, including those under “Risk Factors” therein, and in SEAH’s other filings with the SEC. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the registration statement on Form F-4 discussed above, the proxy statement/prospectus and other documents filed or that may be filed by SEAH from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward- looking statements, and Super Group and SEAH assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither Super Group nor SEAH gives any assurance that either Super Group or SEAH, or the combined company, will achieve its expectations.
PRIIPs / Prospectus Regulation / IMPORTANT – EEA AND UK RETAIL INVESTORS The shares of SEAH and the shares to be issued by Super Group in the proposed transaction (collectively, the “Shares”) are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA or in the UK. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (this Regulation together with any implementing measures in any member state, the “Prospectus Regulation”). Consequently, no offer of securities to which this announcement relates, is made to any person in any Member State of the EEA which applies the Prospectus Regulation who are not qualified investors for the purposes of the Prospectus Regulation, is made in the EEA and no key information document required by Regulation (EU) No. 1286/2014 (as amended the “PRIIPs Regulation”) for offering or selling the Shares or otherwise making them available to retail investors in the EEA or in the United Kingdom will be prepared and therefore offering or selling the Shares or otherwise making them available to any retail investor in the EEA or in the United Kingdom may be unlawful under the PRIIPs Regulation.
Contacts Investors: ICR Ashley DeSimone email@example.com (646) 677-1827
Media: For Super Group and Sports Media Acquisition Corp: ICR Jason Chudoba / Megan Kivlehan / Matthew Chudoba SuperGroup@icrinc.com
New York, NY – November 29, 2021 – SGHC Limited (“SGHC” or “Super Group”), the parent company of leading online sports betting and gaming business Betway, and Spin, the multi-brand online casino, which has entered into a business combination agreement with Sports Entertainment Acquisition Corp. (NYSE: SEAH), today announced that management from Super Group and Sports Entertainment Acquisition Corp. will participate in the following investor conferences this week:
It’s been an exciting year for Betway, the leading global online betting and gaming brand have grown their sponsorship portfolio with a bunch of fantastic additions within tennis.
Having had a previous presence in the sport at events such as The Davis Cup and Tie Break Tens, the brand has made a splash in 2021 becoming partners with a whole host of tennis events around the globe.
It was a busy time in the Spring for the brand, who announced deals with Miami Open, Estoril Open and Madrid Open during March and April, which coincided with their announcement of their sponsorship of a variety of teams in the NBA and NHL, giving the brand some huge exposure at the highest profile sporting teams and events.
Following those three came sponsorship of MercedesCup (Stuttgart), NOVENTI Open (Halle), Nordea Open (Sweden), Hamburg Open and Generali Open (Austria).
As we move into fall, Betway have recently announced two new tennis partnerships in Europe. In mid-September, they announced their partnership of The European Open (Antwerp), which was swiftly followed by the announcement of the Stockholm Open.
In November, Betway signed their latest tennis partnership, this time with Brazil’s only ATP Tour event, The Rio Open.
For all of their tennis partnerships, Betway has the official designation of Official Betting Partner.
Speaking about these additions, Super Group CEO Neal Menashe said:
“We’re really excited to have announced sports betting partnerships with these hugely prestigious tennis tournaments. We all know they attract some of the best talent within the sport globally, allowing Betway customers to get closer to the action.”
“We really are committed to supporting the best sporting events around the world and it’s great that we’re able to support tennis to the level that we have.
“These competitions are some of the biggest in the world and some of the courts are at the most fantastic venues and we’re all excited to see the Betway brand have a visible presence in them.”
Betway now has marketing partnerships with 10 U.S. sports franchises
New York – November 19, 2021 – SGHC Limited (“SGHC” or “Super Group”), the parent company of leading online sports betting and gaming business Betway, and Spin, the multi-brand online casino, which has entered into a business combination agreement with Sports Entertainment Acquisition Corp. (NYSE: SEAH), today announced it has entered into an official multi-year partnership with the NHL’s New Jersey Devils (the “Devils”).
Per terms of the partnership, Betway will receive dynamic brand exposure and TV-visible signage throughout Prudential Center, the Devil’s home arena, including dasherboard, Zamboni tunnel and in-bowl staircase branding, as well as in-bowl LED ring and scoreboard advertising. Additionally, Betway will become the presenting partner of the “Devils Starting Line-Up, presented by Betway,” a social post series supported and promoted across all of the Devils social media platforms.
As a result of the agreement with the Devils, Betway now has marketing partnerships with 10 U.S. sports franchises, including the Los Angeles Kings, New York Islanders and Philadelphia Flyers, and the NBA’s Chicago Bulls, Cleveland Cavaliers, Golden State Warriors, Los Angeles Clippers, Minnesota Timberwolves and Philadelphia 76ers.
• Existing and new deals make Betway the most visible betting brand in England’s Premier League with branding in 254 of the 380 seasonal matches • Betway the official sports betting partner of the 11-time La Liga winner Atlético de Madrid and one of the most visible global betting brands in the Spanish top league • Betway expands its presence in Germany’s Bundesliga, becoming the premium sports betting partner of VfB Stuttgart, one of the country’s most successful clubs • Betway renews sponsorship deal with Belgium’s Croky Cup and secures Italian Serie A advertising inventory, completing their portfolio for the 2021/22 domestic European season.
New York – November 4th, 2021 – SGHC Limited (“SGHC”, “Super Group” or the “Company”), the parent company of leading online sports betting and gaming business Betway, and Spin, the multi-brand online casino, which has entered into a business combination agreement with Sports Entertainment Acquisition Corp. (NYSE: SEAH), today provided an update on Betway’s European soccer sponsorship and partnership deals.
U.S. Presence Expands as Betway Goes Live in Fifth State Betway Granted Additional License in Europe Active Pipeline of New Markets Expected to Continue into 2022
New York – October 20, 2021 -- SGHC Limited (“SGHC”, “Super Group” or the “Company”), the parent company of global online sports betting and gaming businesses operating Betway, a premier online sports betting brand, and Spin, a multi-brand online casino offering, today continued its new market expansion with the addition of a fifth live market in the U.S. as well as a new license in Europe.
Super Group plans to bring its leading global online sports betting and gaming group to the U.S. public markets, listing on the New York Stock Exchange, via a previously announced business combination with Sports Entertainment Acquisition Corp. (NYSE: SEAH), a special purpose acquisition company led by Eric Grubman and John Collins.
The Betway brand now has gone live in Iowa, joining Colorado, Indiana, New Jersey and Pennsylvania. These five states are part of a group of up to eleven states where Digital Gaming Corporation (“DGC”) has secured market access. Super Group and DGC have executed a definitive agreement under which Super Group will acquire DGC (subject to customary regulatory approvals).
Additionally, in Europe, Betway has been granted a license in Poland where, once launched, the brand is expected to leverage the global appeal of existing partnerships including their Bundesliga deals in neighboring Germany.
Richard Hasson, President and COO of Super Group, commented, “We are delighted to further Betway’s U.S. presence with the addition of another live market there, as well as to enhance our formidable competitive position in Europe with the new license in Poland. This progress illustrates our focus and execution as we bring Betway, the premier and unified global online sports betting brand, to customers across markets and around the world.”
A steady pipeline of additional new markets is expected to flow through this year and into 2022.
Hasson concluded, “Heading into 2022, we expect the pipeline of new market expansion to be active and to continue both internationally and in the U.S., where the acquisition of DGC provides us access to a group of eleven states. In our core geographies, we continue to thrive with market leading positions, scale and financial flexibility, operating a proven, cash generative business.”
NEW YORK, NY – September 9, 2021
SGHC Limited (“SGHC”, “Super Group” or the “Company”), the parent company of global online sports betting and gaming businesses operating Betway, a premier online sports betting brand, and Spin, a multi-brand online casino offering, and Sports Entertainment Acquisition Corp. (NYSE:SEAH) ("SEAH"), a publicly traded special purpose acquisition company, announced that Super Group has filed a Registration Statement on Form F-4 to the U.S. Securities and Exchange Commission with respect to their proposed business combination.
Super Group Shares Preliminary H1 Financials
NEW YORK--(BUSINESS WIRE)--SGHC Limited (“SGHC”, “Super Group” or the “Company”), the parent company of global online sports betting and gaming businesses operating Betway, a premier online sports betting brand, and Spin, a multi-brand online casino offering, today commented on preliminary 1H21 financials and reiterated its full-year 2021 financial outlook. The Company also commented on the expected timing of filing their preliminary proxy on Form F-4.
Neal Menashe, CEO of Super Group, commented, “We continue to make progress as we pursue completing our public listing on the NYSE in the fourth quarter of this year. Our first half 2021 estimated Net Gaming Revenue is $762.6 million, and our estimated EBITDA for the same period is well within management’s expectations, putting us on track to meet our full-year 2021 financial outlook.”
Super Group’s Betway Executes Multiyear Partnership with The National Hockey League
NEW YORK (May 14, 2021) – SGHC Limited (“Super Group”), which recently entered into a business combination agreement with Sports Entertainment Acquisition Corp. (NYSE: SEAH), today announced that Betway, its premier online sports betting brand, has entered into a multiyear U.S. partnership with the National Hockey League (NHL). This new deal makes Betway an Official Sports Betting Partner of the NHL® and represents the brand’s first sports betting partnership with a North American professional sports league.
Super Group to Combine with Sports Entertainment Acquisition Corp. to Create NYSE-Listed Global Gaming Company