FDJ Launches a Recommended All-Cash Tender Offer for Kindred to Create a European Gaming Champion - Seite 2

FDJ and Kindred deploy the best practices in responsible gaming and sustainable development in their respective activities. This will enable the new Group to pursue a growth model that combines performance and responsibility.

The combined Group will only operate on markets that are locally regulated or on the path of becoming regulated and plans in particular to exit the Norwegian market.

FDJ's acquisition of Kindred strengthens the FDJ Group's financial profile

In 2023³, Kindred generated revenue (after betting duties) of £893 million and recorded EBITDA of £205 million, with an EBITDA margin on revenue of 23%. Kindred is targeting EBITDA for 2024 to exceed £250 million⁴.

The combination of Kindred and FDJ will create a Group that is significantly more attractive financially, including:

• Accelerated growth in revenues and in free cash flow; accretion in recurring EBITDA margin - beyond FDJ's standalone target of at least 25% by 2025;
• A significant increase in the Group’s earnings per share and earnings growth.

FDJ will finance this acquisition using a large part of its available cash⁵ and through a bridge loan with leading French banks.

The FDJ Group:

• Reiterates aiming a mid-term net debt to recurring EBITDA ratio of ≤2x;
• Will aim to refinance the bridge loan on attractive market terms and will target an investment grade rating.

FDJ's acquisition of Kindred will create value for FDJ shareholders

• The combined Group will benefit from scale, iconic brands and proven technology platforms.
• The consolidation of Kindred into the FDJ Group will create tangible value for the Group's shareholders with a more than 10% accretion in dividend per share starting from the 2025 financial year to be paid in 2026, based on a distribution rate of 75% of the Group's combined adjusted net income⁶, post completion of the transaction.

An offer unanimously supported by both Boards of Directors

The tender offer has been supported by both Groups' Boards of Directors. Kindred's Board of Directors recommends that Kindred's shareholders tender their shares to FDJ's tender offer.

• FDJ has obtained an irrevocable agreement from five Kindred shareholders, representing 27.9%⁷ of the capital, to tender their shares.
• The offer price is SEK 130 per share, representing an enterprise value of €2.6 billion based on Kindred's financial position at the end of 2023.
• The proposed price represents a premium of 24% over the closing price on 19 January 2024, of 35% over the weighted average price over the last 30 trading days and of 36% over the last 90 trading days.

The tender offer will be launched on 19 February 2024 for a maximum period of nine months, subject to: the usual conditions precedent for a tender offer on the Swedish market; obtaining regulatory approvals, in particular from the Swedish Financial Markets Authority and the French Competition Authority; the amendment of Kindred's articles of association to allow the implementation of a squeeze-out procedure in the event of FDJ acquiring at least 90% of Kindred's share capital; and the acquisition by FDJ of at least 90% of Kindred's share capital.