Published: 2018-10-31 08:15:00 CET
Statement by the Board of Directors of MRG in relation to the public offer from William Hill
The Board of Directors of MRG unanimously recommends the shareholders of MRG to
accept the public offer from William Hill of SEK 69 in cash per share.

This statement is made by the Board of Directors[1] of Mr Green & Co AB (publ)
(the “Company” or “MRG”) pursuant to Rule II.19 of the Nasdaq Stockholm Takeover
Rules (the “Takeover Rules”).

Background

William Hill PLC (“William Hill”), through a controlled affiliate William Hill
Holdings Limited, has today announced a public offer to the shareholders of MRG
to transfer all of their shares in MRG to William Hill for a consideration of
SEK 69 in cash per MRG share (the “Offer”). The total value of the Offer
corresponds to approximately SEK 2,819 million[2].

The Offer represents a premium of:

  · 48.5 per cent compared to the closing price of SEK 46.5 of the Company’s
share on Nasdaq Stockholm on 30 October 2018, the last trading day before the
announcement of the Offer;

  · 61.7 per cent compared to the volume-weighted average share price of SEK
42.7 of the Company’s share on Nasdaq Stockholm during the last 30 days prior to
30 October 2018; and

  · 63.4 per cent compared to the volume-weighted average share price of SEK
42.2 of the Company’s share on Nasdaq Stockholm during the last 90 days prior to
30 October 2018.

The acceptance period for the Offer is expected to commence around 10 December
2018 and expire around 11 January 2019, subject to any extensions.

Completion of the Offer is conditional upon, inter alia, that the Offer is
accepted to such an extent that William Hill becomes the owner of shares
representing more than 90 per cent of the outstanding shares in MRG, as well as
all regulatory, governmental or similar clearances, approvals and decisions
necessary to complete the Offer, including approvals and clearances from
competition authorities, being obtained, in each case on terms which, in William
Hill’s opinion, are acceptable. William Hill has reserved the right to waive the
conditions for completion of the Offer. The Offer is not conditional upon
financing. For further details about the Offer, please refer to William Hill’s
press release that was made public today.

The Board of Directors of MRG has, at the written request of William Hill,
permitted William Hill to carry out a limited due diligence review of MRG in
connection with the preparation of the Offer. Except for certain information
regarding MRG’s results for the third quarter 2018, that was made public through
the Company’s Q3 report on 26 October 2018, William Hill has not received any
inside information regarding MRG during the due diligence process.

In total seven shareholders in MRG, including Board members Henrik Bergquist and
Tommy Trollborg, representing in aggregate 40.04 percent of the shares and votes
in MRG, have undertaken to accept the Offer and tender all of their shares in
MRG in the Offer, subject to certain conditions. The undertakings will lapse in
the event that a third party, prior to the expiry of the initial or any extended
acceptance period for the Offer, makes an offer for all shares in MRG which
corresponds to an offer value exceeding the price in the Offer by at least 8
percent per share, provided that William Hill does not match the competing offer
within 10 business days of its announcement. The undertakings will further lapse
in case the Offer has not been declared unconditional before 15 February 2019.

SEB Corporate Finance is acting as financial adviser and Cederquist is acting as
legal adviser to MRG in connection with the Offer.

The Board of Directors’ recommendation

In its evaluation of the Offer, the Board of Directors has taken a number of
factors into account which the Board of Directors deems relevant. These factors
include, but are not limited to, the Company’s present strategic and financial
position and the Company’s expected potential future development and thereto
related opportunities and risks.

The Board of Directors notes that the Offer represents a premium of 48.5 per
cent compared to the closing price of SEK 46.5 of the Company’s share on Nasdaq
Stockholm on 30 October 2018, which was the last trading day before the
announcement of the Offer, and a premium of 61.7 percent and 63.4 percent
respectively, compared to the volume-weighted average share price for the
Company’s share on Nasdaq Stockholm during the last 30 and 90 days,
respectively, prior to 30 October 2018.

The Board of Directors further notes that seven shareholders in MRG,
representing in aggregate 40.04 percent of the shares and votes in the Company,
have entered into undertakings to accept the Offer, subject to certain
conditions.

As part of the Board of Directors’ evaluation of the Offer, the Board of
Directors has engaged BDO to issue a so called fairness opinion regarding the
Offer, see Appendix 1. According to the fairness opinion, the Offer is fair to
MRG’s shareholders from a financial point of view (subject to the assumptions
and considerations set out in the fairness opinion).

Based on the above, the Board of Directors unanimously recommends the
shareholders in MRG to accept the Offer.

Under the Takeover Rules, the Board of Directors shall, based on the statements
made by William Hill in the Offer press release issued earlier today, present
its opinion regarding the impact that the implementation of the Offer will have
on MRG, particularly in terms of employment, and its opinion regarding William
Hill’s strategic plans for MRG and the effects it is anticipated that such plans
will have on employment and on the places in which MRG conducts its business. In
this respect, the Board of Directors notes that William Hill has stated that
“William Hill recognize the capabilities and skills of MRG’s dedicated
management and employees and look forward to welcoming these talented
individuals to the William Hill group. After the completion of the Offer and a
careful review of the capabilities and needs of the new combined operations, the
optimal structure for future success will be determined. There are currently,
before completion of the Offer, no decisions on any material changes to MRG’s
employees and management or to the existing organization and operations,
including the terms of employment and locations of the business.” The Board of
Directors assumes that this description is correct and has no reason to take a
different view in this respect.

This statement shall in all respects be governed by and construed in accordance
with Swedish law. Disputes arising from this statement shall be settled
exclusively by Swedish courts.

Stockholm 31 October 2018

Mr Green & Co AB (publ)

The Board of Directors

For further information, please contact:

Kent Sander, Chairman of the Board of Directors, through Åse Lindskog, Director
Communications and IR, tel. +46 730 24 48 72, ase.lindskog@mrggroup.se

The information in the press release is information that MRG is obliged to make
public pursuant to the EU Market Abuse Regulation and the Takeover Rules. The
information was submitted for publication, through the agency of the contact
person set out above, at 08:15 CET on 31 October 2018.

MRG (https://www.mrggroup.com/en) is a fast-growing, innovative iGaming Group
with operations in 13 markets. MRG offers a superior experience in a Green
Gaming environment. MRG was founded in 2007 and operates the iGaming sites Mr
Green (https://mrgreen.com/en), Redbet (https://redbet.com/en),
11.lv (https://11.lv/en), Winning Room (https://www.winningroom.com/int),
Bertil (https://www.bertil.com/sv),
MamaMiaBingo (https://www.mamamiabingo.com/sv),
BingoSjov (https://bingosjov.dk/) and BingoSlottet (https://bingoslottet.dk/).
The Group had a turnover of SEK 1,192.0 million in 2017 and has over 300
employees. MRG has gaming licenses in Denmark, Italy, Latvia, Malta, the UK, and
Sportsbook license in Ireland. MRG is listed on Nasdaq Stockholm in the Mid Cap
segment under the name Mr Green & Co AB (ticker MRG). Read more at
www.mrggroup.com (https://www.mrggroup.com/en).

Appendix 1 – Fairness Opinion

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[1] The Board members Henrik Bergquist and Tommy Trollborg have not participated
in the Board’s evaluation of or discussions regarding the Offer due to conflict
of interest.

[2] Based on 40,849,413 outstanding shares in MRG. In the event that MRG should
pay any dividend or make any other value transfer prior to the settlement of the
Offer, the price per share in the Offer will be reduced correspondingly.


10316888.pdf
Appendix 1 Fairness Opinion_English.PDF