Signing of the definitive agreement relating to the indirect acquisition by Merkur of a controlling interest in Société Française de Casinos

Paris (France), on 18 September 2026 at 8:00 am - Société Française de Casinos (Euronext Paris: SFCA) (“SFC”) announces today, in accordance with the put option agreement[1], the signing of a definitive shares transfer agreement dated 17 September 2026, relating to the acquisition by Merkur Spielbanken Beteiligungs GmbH (“Merkur”), a subsidiary of MERKUR.COM AG, fully owned by the Gauselmann Family Foundation (Gauselmann Familienstiftung), of a 95% stake in the share capital of Casigrangi^[2] (the “Transaction”) from GPG GROUPE PHILIPPE GINESTET and DOFA (together, the “Sellers”). In that context, the social and economic committee of Casino de Gruissan rendered a positive opinion on the Transaction on 2 September 2026 and the mandatory information procedure with the employees of Casigrangi was completed on 7 September 2026.

Casigrangi currently holds 4,135,434 shares of SFC, representing approximately 81.21%^[3] of SFC's share capital and voting rights. The price to be paid by Merkur to the Sellers for the Transaction would result in a price by transparency of EUR 6.19 per SFC share.

Completion of the Transaction remains subject to customary regulatory approvals (including approval of the French Ministry of Interior (Ministère de l'Intérieur) required under Article L. 323-3 of the French Code de la sécurité intérieure) as well as other conditions, including notably the implementation of internal reorganization steps.

If the Transaction is completed, Merkur will have the obligation to file a simplified tender offer on the remaining shares of SFC not held by Merkur, directly or indirectly, in accordance with the applicable regulation (the “Tender Offer”). In this respect, the French Market Authority (“AMF”) published a notice relating the opening of the pre-offer period on 28 August 2026[4].

The Tender Offer would be filed with the AMF at the same price per SFC share as the one per transparency for the Transaction, i.e. for a cash consideration of EUR 6.19 per SFC share. If the legal and regulatory conditions are met as of the close of the Offer, Merkur currently intends to request the implementation of a squeeze out procedure over SFC and to delist SFC.

In any case, the SFC's Board of directors will establish an ad hoc committee to oversee and facilitate the work of the independent expert to be appointed in accordance with Article 261-1 I of the AMF's General Regulations, and to prepare a draft reasoned opinion on the merits of the Offer and its consequences for SFC, its shareholders, and its employees.

It is anticipated that, if completed, the Transaction would close during the first quarter of 2027. If so, the Tender Offer could be filed with the AMF in the first half of 2027. The Offer will be then opened after receipt of the AMF's clearance decision and in accordance with the timetable to be published by the AMF.

[1] Joint press release dated 28 August 2026

[2] The remaining 5% in Casigrangi would remain held by DOFA and be subject to reciprocal put and call option arrangements, exercisable within an agreed period following completion of the Transaction.

[3] Based on a total of 5,092,470 shares and theorical voting rights as of 31 October 2025.

[4] AMF Notice 226C1409 dated 28 August 2026.

About Société Française de Casinos

The Société Française de Casinos Group is engaged in the leisure industry, specifically in the gaming sector. The Group operates four casinos under its own management, located in Châtel-Guyon, Collioure, Gruissan, and Port-la-Nouvelle. These casinos are authorized to operate table games and slot machines, which account for the majority of their business. The Group also operates related hospitality, food service, entertainment, and show business activities.

The company is listed on the Euronext Paris Compartment C. ISIN code: FR0010209809

About CASIGRANGI

The CASIGRANGI Group is active in the leisure sector, specifically in the gaming industry. The Group operates three casinos under its own management, located in Granville, Megève, and Mimizan. These casinos are authorized to operate table games and slot machines, which account for the vast majority of their business. The Group also operates related hospitality, food service, entertainment, and show business activities.

About Merkur

The Merkur Group, founded by the Gauselmann family, is an internationally operating corporate group in the entertainment and leisure industry, headquartered in Germany. For almost 70 years, the Group has been developing, manufacturing, and distributing innovative games and gaming machines, state-of-the-art applications, and system solutions as well as cash management systems. In addition, the Merkur Group operates gaming arcades, casinos, including casinos aboard cruise ships, and is active in the fields of sports betting and online gaming. In 2024, with more than 15,000 employees worldwide, Merkur generated annual revenue of over €2 billion.

Contact presse SFC

Merkur press contact

Mario Hoffmeister M.A., Director of Communications
Tel.: +49 5772 49 281
E-mail: MHoffmeister@merkur.com

DISCLAIMER

This press release is not an offer to buy or sell securities. This press release is for informational purposes only and does not constitute, nor should it be construed as, an offer to sell or subscribe for, or the announcement of a forthcoming offer to sell or subscribe for, or a solicitation of an offer to buy or subscribe for, or an announcement of a forthcoming solicitation of an offer to buy or subscribe for, common shares of SFC's share capital (the “Securities”) in the United States of America (the “United States”) or in any other jurisdiction.

No offer to sell or subscribe for Securities, no announcement of a forthcoming offer to sell or subscribe for Securities, no solicitation of an offer to purchase or subscribe for Securities, nor any announcement of a forthcoming solicitation of an offer to purchase or subscribe for Securities, shall be made in the United States or in any other jurisdiction where such an offer, solicitation, or sale would be unlawful prior to registration, an exemption from registration, or qualification under the securities laws of such jurisdiction, and the distribution of this communication in other jurisdictions may be similarly restricted.

The documentation relating to the tender offer, which, if applicable, will specify the terms and conditions thereof, will be submitted to the Autorité des marchés financiers (AMF) for review. Investors and shareholders are strongly advised to review the documentation relating to the tender offer as soon as it becomes available, if filed, as well as any amendments and supplements to these documents, as they will contain important information regarding SFC, Merkur, and the transaction.

SFC and Merkur disclaim all liability in the event of a violation of applicable legal restrictions by any person.

FORWARD-LOOKING STATEMENTS

This press release contains certain forward-looking statements. You can identify these forward-looking statements by the use of terms such as “outlook,” “believe,” “think,” “expect,” “potential,” “continue,” “could,” “should,” “seek to,” “approximately,” “predict,” “intend to,” “forecast,” “estimate,” “anticipate,” the negative forms of these words, other comparable terms, or other statements that do not strictly relate to historical or concrete facts. Forward-looking statements relate to expectations, estimates, beliefs, projections, future plans and strategies, anticipated events or trends, and similar expressions regarding matters that are not historical facts, including, but not limited to, statements regarding: the transaction; the operation of the acquired business following the closing of the transaction; expansion and growth opportunities, as well as other synergies resulting from the transaction; and the anticipated timeline for the closing of the proposed transaction. Forward-looking statements are based on the beliefs, assumptions, and expectations of SFC and Merkur, taking into account all information currently available to them. These beliefs, assumptions, and expectations may change due to numerous possible events or factors, not all of which are known to SFC and Merkur or within their control. If any such changes occur, the business, financial condition, cash flow, and operating results of SFC and Merkur could differ materially from those expressed in the forward-looking statements. The following factors, among others, could cause actual results to differ from those in the forward-looking statements: the inability to realize the anticipated benefits of the transaction within the expected timeframe; unanticipated liabilities or integration and other costs related to the proposed transaction, as well as the timing thereof; the availability and cost of financing for the proposed transaction; changes in SFC's business; any delays or difficulties in obtaining regulatory approvals; the failure of the transaction; the ability of the acquired business to maintain its commercial relationships following the transaction; the inability to realize the benefits or changes in the business strategies of SFC and Merkur or the acquired business, including the ability to achieve the expected synergies resulting from acquisitions, strategic partnerships, or other transactions; the availability, terms and deployment of capital; the availability of qualified personnel and the costs associated with recruiting and retaining such personnel; and increased competition.

All forward-looking statements are valid only as of the date of this press release. SFC and Merkur assume no obligation to update forward-looking statements to reflect circumstances or events occurring after the date on which such statements were made, unless required by law. Past performance is not indicative of future results and in no way constitutes a guarantee of future performance. This press release does not constitute an offer to sell or a solicitation of an offer to buy securities in any jurisdiction.