Pegasus Entrepreneurs business combination with FL Entertainment secured


AMSTERDAM, June 22, 2022 (GLOBE NEWSWIRE) — Pegasus Entrepreneurial Acquisition Company Europe BV (”Pegas Contractors”) and FL Topco BV announce today that their Business Combination has been agreed on all terms, including the minimum cash condition, and that all necessary shareholder approvals will be obtained at the upcoming Extraordinary Shareholders Meeting (“extraordinary general meeting of shareholders).

As a result of and following the completion of the FL Entertainment NV Business Combination (“FL Entertainment” or “FLE”), the world leader in independent content production and the fastest growing online sports betting platform in Europe thanks to the Banijay Group.one and Betclic Everest Group2 companies will be listed on Euronext Amsterdam. The first day of trading is expected to take place on 1st. July.

Pierre Cuilret, Sponsor and CEO of Pegasus Entrepreneurs and future FLE board member, said: “We are delighted that our shareholders have shown great support for this business combination, with over 54% outstanding shares. With the completion of the business combination, we look forward to the next phase of FL Entertainment’s exciting value creation story as a listed company.”

François Riahi, CEO of Financière Lov and future CEO of FL Entertainment, said: We are very grateful to all PIPE and SPAC investors for supporting this transaction, which will allow FL Entertainment to successfully complete the listing. FL Entertainment will be very well positioned for the next stage of development, with a strong financial and shareholding structure, a unique position in the entertainment industry and strong performance. As expected, after a strong start to the year, we are confident that we will be able to meet our Adjusted EBITDA target of around EUR 645 million by 2022.”

Transaction Overview

FL Entertainment and Pegasus Entrepreneurs raised over €645 million in this deal: €250 million from controlling shareholder FLE, about €230 million from PIPE investors, about €116 million contributed by SPAC (consisting of €114 million of SPAC investor cash). in escrow and about €2 million in cash) and €50 million from Pegasus Entrepreneurs sponsoring Financière Agache and Tikehau Capital under the Forward Purchase Agreement.

The completion of the Business Combination is subject to certain customary termination conditions, including the formal approval of the Business Combination and certain other agenda items by Pegasus Entrepreneurs. extraordinary meeting of shareholders, which is suitable for 23rd June 2022

Based on all powers of attorney presented to date by the shareholders of Pegasus Entrepreneurs, and based on signed letters from holders of Pegasus Entrepreneurs Common Shares who have committed not to redeem their Pegasus Entrepreneurs Common Shares and to vote in favor of the Business Combination, Pegasus Entrepreneurs will achieve the required simple majority (50% +1) votes cast at the Extraordinary Meeting of Shareholders in favor of the Business Combination and the cancellation of the ordinary shares of Pegasus Entrepreneurs.

As a result, the terms of shareholders’ approval of the business combination agreement will be satisfied at the Extraordinary General Meeting of Shareholders. Therefore, subject to the fulfillment or waiver of the remaining termination conditions, Pegasus Entrepreneurs and FLE must issue a notary deed of merger 30th June 2022 (also referred to as “Business combination date“).

Pegasus Entrepreneurs Common Shares for which a redemption request has been received will be redeemed by Pegasus Entrepreneurs in accordance with the redemption arrangements on the Business Combination Date.

FL Topco BV to be reorganized and rebranded as FL Entertainment which is subsequently expected to be listed 1st. July 2022.

Prospectus and Circular to Shareholders

Further information about Pegasus Entrepreneurs can be found in Prospectus 10th December 2021 approved by the Dutch Financial Markets Authority (AFM). Further information on the proposed business combination with FL Entertainment can be found in the December 12 Shareholder Circular.th May 2022 All information is available on the Pegasus Entrepreneurs website: https://www.pegasuseurope.com/investor-relations/peace. In addition, in connection with the listing of FLE shares on Euronext Amsterdam, prospectus 1 is expected to be published.st. July 2022.

About FL Entertainment

FL Entertainment is a global entertainment leader led by Stéphane Courby, a 30-year entertainment pioneer and entrepreneur, and François Riahi. Through its divisions Banijay Group and Betclic Everest Group, FL Entertainment is a leader in attractive and fast growing market segments, being the largest independent content producer in the world and the fastest growing sports betting platform in Europe. Year ended 31st. In December 2021, Banijay and Betclic Everest Group recorded combined revenue and adjusted EBITDA of €3.5 billion and €609 million, respectively.

About Pegasus Entrepreneurs

Pegasus Entrepreneurs is a SPAC focused on enterprising European growth companies. Backed by serial entrepreneur Pierre Kuyleret, institutional sponsors Financière Agache and Tikehau Capital, and individual sponsors Diego De Giorgi and Jean Pierre Mustier, Pegasus Entrepreneurs successfully raised €210 million in gross proceeds from a share offering and was listed on Euronext Amsterdam (ticker code: PEACE and PEACW). we are 10th December 2021 Pegasus Entrepreneurs aims to combine the business with an entrepreneur-led company headquartered in Europe that has a track record of achieving high growth rates and has a clear plan for growth and value creation. tenth In May 2022, Pegasus Entrepreneurs and FL Entertainment NV entered into a definitive business combination agreement resulting in the listing of FL Entertainment on Euronext Amsterdam. By teaming up with FL Entertainment, he raised the largest PIPE for a European registered SPAC and delivered an extremely low redemption rate.

For more information visit: www.fl-entertainment.com or www.pegasuseurope.com/investor-relations/peace

Contacts MIR
Investor Relations: ir@pegasuseurope.com
Media Relations (FinElk): pegasus@finelk.eu
Robin Haddrill / Cornelia Schnepf: +44 7920 016 203 / +44 7387 108 998
General inquiries: info@pegasuseurope.com

Contact FL Entertainment
Image 7: Anne-France Mallier, tel.: +33 (0)1 53 70 74 70
Primaticcio: Olivier Labes: 06 79 11 49 71 – olivierlabesse@primate.comHugh Schmitt: 06 71 99 74 58 – Hugueschmitt@primate.com Thomas de Climens: 06 78 12 97 95 – thomasdeclimens@primate.com


This announcement is for informational purposes only. The information contained in this announcement is not intended to be complete or complete, and in particular does not contain all of the information that should be considered in relation to the proposed business combination between Pegasus Entrepreneurs and FL Entertainment pursuant to the business combination agreement between Pegasus Entrepreneurs, FL Topco BV and Financière Lov SAS (the “Business Combination”) and does not form the basis for any investment or other decision in respect of a Business Combination. No person may rely for any purpose on the information contained in this announcement or on its accuracy, validity or completeness. Pegasus Entrepreneurs and FL Entertainment shall not be liable for any loss or damage of any nature arising from the use of the information provided, trust or actions based on it. This announcement does not and should not be construed as an offer to sell or an invitation to any offer to buy the common stock of Pegasus Entrepreneurs or FL Entertainment and does not constitute a recommendation to engage in any investment activity.

This announcement does not constitute a prospectus or a shareholder prospectus. Before making any votes or other investment decisions, the shareholders of Pegasus Entrepreneurs or FL Entertainment, and other interested parties, are advised to review the shareholder prospectus, all relevant EGM documentation (including the proposed articles of association for the Business Combination), Pegasus Entrepreneurs IPO Prospectus dated 10th December 2021 and FL Entertainment prospectus expected to be published 1st. July 2022 (when available) provided by Pegasus Entrepreneurs and FL Entertainment, respectively, as these materials will contain important information about Pegasus Entrepreneurs, FL Entertainment, and the business combination.

This announcement may include forward-looking statements based on Pegasus Entrepreneurs and FL Entertainment’s current expectations and projections regarding the Combination of Pegasus Entrepreneurs and FL Entertainment’s business, business, economy and other future conditions and speak only as of the date hereof. These forward-looking statements can be identified by their use of forward-looking terminology, including the terms “believes”, “objectives”, “forecasts”, “continues”, “estimates”, “plans”, “projects”, “anticipates”, “expects”, “intends”, “may”, “will” or “should” or, in each case, their negative or other variants or comparable terminology, or by discussing strategy, plans, goals, objectives, future events or intentions. Forward-looking statements may differ materially from actual results. Any forward-looking statements reflect the current views of Pegasus Entrepreneurs and FL Entertainment with respect to future events and are subject to risks associated with future events and other risks, uncertainties and assumptions relating to Pegasus Entrepreneurs or FL Entertainment’s business, results of operations, financial condition, liquidity , perspective, growth or strategy. Forward-looking statements speak only as of the date they are made, and Pegasus Entrepreneurs and FL Entertainment undertake no obligation to update these forward-looking statements.

Banijay along with its subsidiaries.
2 Betclic along with its subsidiaries including Bet-at-home.

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