DraftKings to Become Public Company — Business Combination with Diamond Eagle and SBTech (December 23, 2019)

Summary

Press release dated December 23, 2019 announcing that DraftKings Inc., Diamond Eagle Acquisition Corp. and SBTech entered a business combination agreement. It says institutional investors committed to invest $304 million at closing and that the combined company will have an equity market capitalization at closing of approximately $3.3 billion. It says DraftKings CEO and Co-Founder Jason Robins will lead the combined company and that the transaction is expected to close in the first half of 2020. It states that DraftKings offers mobile and online sports betting in Indiana, New Jersey, Pennsylvania and West Virginia. Goldman Sachs is named as exclusive financial advisor to Diamond Eagle.

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DraftKings to Become Public Company, Creating the Only Vertically-Integrated U.S.-based Sports Betting and Online Gaming Company

DraftKings, Diamond Eagle Acquisition Corp. and SBTech Enter Business
Combination Agreement

Institutional Investors Commit to Invest $304 million at Closing

DraftKings CEO and Co-Founder Jason Robins to lead combined company

Investor Call Scheduled for Monday, December 23 at 11AM ET

BOSTON and LOS
ANGELES – DECEMBER 23, 2019 – DraftKings Inc. (“DraftKings”), a digital
sports entertainment and gaming company known for its industry-leading daily
fantasy sports and mobile sports betting platforms, has entered into a
definitive business combination agreement with Diamond Eagle Acquisition Corp.
(Nasdaq: DEAC) (“Diamond Eagle”), a publicly traded special purpose acquisition
company, and SBTech, an international turnkey provider of cutting-edge sports
betting and gaming technologies.

The combined company will become the only
vertically-integrated pure-play sports betting and online gaming company based
in the United States. The transaction is expected to close in the first half of
2020. In connection with the closing of the transaction, Diamond Eagle intends
to change its name to DraftKings Inc., reincorporate in Nevada and remain
Nasdaq-listed under a new ticker symbol.

“The combination of DraftKings’ leading and trusted brand,
deep focus on customer experience and data science expertise and SBTech’s
highly innovative and proven technology platform creates a
vertically-integrated powerhouse,” said Jason Robins co-founder and CEO of
DraftKings. “I look forward to building significantly upon our goals of
continuing our state-by-state rollout and creating the most entertaining and
engaging customer experiences for sports fans globally.”

The new DraftKings will continue to be led by co-founder and
CEO Jason Robins and will retain DraftKings’ highly experienced management
team, including co-founders Paul Liberman and Matt Kalish. The SBTech management team who bring a wealth
of international markets, trading and risk management experience will also be
integrated into the organization.

Institutional investors (including funds managed by Capital
Research and Management Company, Wellington Management Company and Franklin
Templeton) have committed to a private investment of $304 million in Class A
common stock of the combined company that will close concurrently with the
business combination and, subject to any redemptions by DEAC stockholders, there
is $400 million currently held in Diamond Eagle’s trust account. It is
anticipated that the combined company will have an equity market capitalization
at closing of approximately $3.3 billion and have over $500 million of
unrestricted cash on the balance sheet.

“We are pleased to bring DraftKings and SBTech together as
one public company,” said Harry E. Sloan, Founding Investor of Diamond Eagle.
“DraftKings is already a premier online fantasy sports and betting
platform. With the full integration of
SBTech’s technology and innovative product expertise coupled with the right
capitalization, DraftKings will be in a great position to continue its
ambitious expansion plans in the United States. I have known Jason Robins for
four years, and consider him a true entrepreneur. I believe our investors share my utmost respect
for his vision and leadership.”

DraftKings Brand
Highlights

- Since becoming the first mobile operator to launch in New Jersey in August 2018, DraftKings has consistently maintained greater than 30% online market share, and for the nine months ended September 30, 2019, the company recorded 8.5x year-over-year revenue growth in the state. DraftKings currently offers mobile and online sports betting in Indiana, New Jersey, Pennsylvania and West Virginia, and retail locations in Iowa, Mississippi, New Jersey and New York.
- DraftKings’ daily fantasy sports product is available in 43 states and 8 international markets including Australia, Canada and the U.K., has approximately 60% market share and leverages its customer acquisition and cross-selling model for its sportsbook and iGaming offerings.
- DraftKings established a “one-platform” model by launching features like single sign-on, an integrated wallet and universal user profile, that allows a user to move seamlessly between a DFS contest, a sports wager and a hand of blackjack, enabling the company to quickly bring to market new offerings without reinventing the wheel of an entirely new back-end infrastructure.

SBTech Highlights

- SBTech is a premier global full-service B2B
turnkey technology provider with omni-channel sports betting solutions, trading
services, and marketing and bonus tools powering some of the world’s most
popular sports betting and online gaming brands.
- 50+ partners in 20+ regulated markets and
jurisdictions including Czech Republic, Denmark, Ireland, Italy, Mexico,
Portugal, Spain, Sweden, and U.K. and Arkansas, Indiana, Mississippi, New
Jersey, Oregon and Pennsylvania in United States.
- Awarded exclusive contract offering mobile and
retail sports betting for the Oregon state lottery with their Oregon Lottery
Scoreboard brand.

“The combination of DraftKings and SBTech brings together
two tech-native companies with the customer at their cores,” said Gavin Isaacs,
SBTech’s Chairman. “SBTech will maintain its core business and continue its B2B
focus. We are excited about the opportunity to join a company with a similar
innovation DNA and create a unique and differentiated player in global sports
betting and online gaming.”

Key Transaction Terms

The respective boards of directors or managers, as
applicable, of DraftKings, SBTech and Diamond Eagle have unanimously approved
the proposed business combination. Completion of the proposed business
combination is expected in the first half of 2020. The transaction will
be effected pursuant to the terms and conditions of the Business Combination
Agreement entered into by DraftKings, SBTech, and Diamond Eagle, and the other
parties thereto, which contains customary closing conditions, including the
registration statement being declared effective by the Securities and Exchange
Commission (“SEC”), approval by the shareholders or members, as applicable, of
DraftKings and SBTech (each of which has been obtained) and the stockholders of
Diamond Eagle, and certain regulatory approvals.

Goldman Sachs is acting as exclusive financial advisor to
Diamond Eagle. Raine Group is acting as exclusive financial advisor to
DraftKings. Sullivan & Cromwell LLP is acting as legal advisor to
DraftKings. Winston & Strawn LLP is acting as legal advisor to Diamond
Eagle. Stifel is acting
as financial advisor and Herzog, Fox & Neeman and Skadden, Arps, Slate,
Meagher & Flom LLP are acting as legal advisors to SBTech. Goldman
Sachs and Credit Suisse are acting as private placement agents to Diamond
Eagle.

Conference Call and
Webcast Information

Investors may listen to a pre-recorded call regarding the
proposed business combination at 11:00 am EST on December 23, 2019. The live
call may be accessed by dialing (877) 451-6152 for domestic callers or (201)
389-0879 for international callers. Once connected with the operator, please
provide the conference ID of “13697668.”

A replay of the call will also be available from 2:00 pm EST
on December 23, 2019 to 11:59 pm EST on December 30 th 2019. To
access the replay, the domestic toll-free access number is (844) 512-2921 and
participants should provide the conference ID of “13697668.”

Please visit Diamond Eagle’s website http://eagleinvestmentpartners.com/ to access the webcast.

On the call, the presenters will be reviewing an investor
presentation, which will be available on Diamond Eagle’s website and filed with
the SEC as an exhibit to a Current Report on Form 8-K prior to the call, and
available on the SEC website at www.sec.gov .

Additional
Information about the Business Combination and Where to Find It

In connection with the proposed business combination, DEAC
NV Merger Corp., a subsidiary of Diamond Eagle and the going-forward public
company to be renamed DraftKings Inc. at closing (“New DraftKings”), intends to
file a registration statement on Form S-4 (the “Registration Statement”) with
the SEC, which will include a proxy statement/prospectus, and certain other
related documents, to be used at the meeting of stockholders to approve the
proposed business combination. INVESTORS AND SECURITY HOLDERS OF DIAMOND EAGLE
ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS, ANY AMENDMENTS THERETO AND
OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR
ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT DRAFTKINGS, SBTECH, DIAMOND EAGLE AND THE BUSINESS
COMBINATION. The definitive proxy
statement will be mailed to shareholders of Diamond Eagle as of a record date
to be established for voting on the proposed business combination. Investors
and security holders will also be able to obtain copies of the Registration
Statement and other documents containing important information about each of
the companies once such documents are filed with the SEC, without charge, at
the SEC's web site at www.sec.gov,or by directing a request to: Diamond Eagle
Acquisition Corp., 2121 Avenue of the Stars, Suite 2300, Los Angeles,
California, Attention: Eli Baker, President, Chief Financial Officer and
Secretary, (310) 209-7280.

Participants in the
Solicitation

Diamond Eagle and its directors and executive officers may
be deemed participants in the solicitation of proxies from Diamond Eagle's
shareholders with respect to the business combination. A list of the names of
those directors and executive officers and a description of their interests in
Diamond Eagle is contained in the final prospectus for Diamond Eagle's initial
public offering, which was filed with the SEC on May 14, 2019, and is available
free of charge at the SEC's web site at www.sec.gov, or by directing a request
to Diamond Eagle Acquisition Corp., 2121 Avenue of the Stars, Suite 2300, Los
Angeles, California, Attention: Eli Baker, President, Chief Financial Officer
and Secretary, (310) 209-7280. Additional information regarding the interests
of such participants will be set forth in the Registration Statement for the
proposed business combination when available.

Each of DraftKings and SBTech and its directors and
executive officers may also be deemed to be participants in the solicitation of
proxies from the shareholders of Diamond Eagle in connection with the proposed
business combination. A list of the names of such directors and executive
officers and information regarding their interests in the business combination
will be contained in the Registration Statement for the business combination
when available.

About DraftKings

DraftKings is a U.S.-based digital sports entertainment and
gaming company created to fuel the competitive spirits of sports fans with
offerings that range across daily fantasy sports, sports betting and regulated
gaming. Founded in 2011 by Jason Robins, Matt Kalish and Paul Liberman,
DraftKings’ daily fantasy sports product is available in 8 countries
internationally with 15 distinct sport categories. Launched in 2018, DraftKings
Sportsbook offers mobile and retail betting for major national and global
sports, and currently operates pursuant to state regulations in Indiana, Iowa,
Mississippi, New Jersey, New York, Pennsylvania and West Virginia. DraftKings
is the Official Daily Fantasy Partner of the NFL and PGA Tour as well as an
Authorized Gaming Operator of the MLB and NBA. Headquartered in Boston,
DraftKings holds offices across the country including Las Vegas, New Jersey,
New York, and San Francisco.

About SBTech

SBTech is a global leader in omni-channel sports betting and
gaming, with more than 1,200 employees in 10 offices worldwide. Since 2007, the
group has developed the industry’s most powerful online sports betting and
casino platform, serving licensees in more than 15 regulated territories.
SBTech’s clients include many of the world’s premier betting and gaming
operators, state lotteries, land-based casinos, horse racing companies, and
iGaming start-ups. The group supplies highly flexible betting and gaming
solutions to clients looking for exceptional configurability and the quickest
route to market, complemented by proven business intelligence and reporting
capabilities. The SBTech offering includes its seamless sportsbook,
Chameleon360 igaming platform, managed services, on-property sportsbook and
omni-channel solutions that provide players with constant access to sports and
casino products across all online, mobile and retail channels. Supported by
unrivalled expertise in trading and risk management, acquisition and CRM, and
the highest standards of regulatory compliance, SBTech’s partners consistently
achieve rapid growth, enhanced brand loyalty and record revenues.

About Diamond Eagle
Acquisition Corp.

Founded by media executive Jeff Sagansky and founding
investor Harry Sloan, Diamond Eagle Acquisition Corp. was 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.

Forward-Looking
Statements

Certain statements made in this release are "forward
looking statements" within the meaning of the "safe harbor"
provisions of the United States Private Securities Litigation Reform Act of
1995. When used in this press release, the words "estimates,"
"projected," "expects," "anticipates,"
"forecasts," "plans," "intends,"
"believes," "seeks," "may," "will,"
"should," "future," "propose" and variations of
these words or similar expressions (or the negative versions of such words or
expressions) are intended to identify forward-looking statements. These
forward-looking statements are not guarantees of future performance, conditions
or results, and involve a number of known and unknown risks, uncertainties,
assumptions and other important factors, many of which are outside Diamond
Eagle's, DraftKings’ or SBTech’s control, that could cause actual results or
outcomes to differ materially from those discussed in the forward-looking
statements. Important factors, among others, that may affect actual results or
outcomes include the inability to complete the business combination (including
due to the failure to receive required shareholder approvals, failure to
receive approvals or other determinations from certain gaming regulatory
authorities, or the failure of other closing conditions); the inability to recognize
the anticipated benefits of the proposed business combination; the inability to
obtain or maintain the listing of the New DraftKings’ shares on Nasdaq
following the business combination; costs related to the business combination;
the risk that the business combination disrupts current plans and operations as
a result of the announcement and consummation of the business combination; New
DraftKings’ ability to manage growth; New DraftKings’ ability to execute its
business plan and meet its projections; potential litigation involving Diamond
Eagle, DraftKings, SBTech, or after the closing, New DraftKings; changes in
applicable laws or regulations, particularly with respect to gaming, and
general economic and market conditions impacting demand for DraftKings or
SBTech products and services, and in particular economic and market conditions
in the media/entertainment/gaming/software industry in the markets in which
DraftKings and SBTech operate; and other risks and uncertainties indicated from
time to time in the proxy statement/prospectus relating to the business
combination, including those under “Risk Factors” therein, and in Diamond
Eagle’s other filings with the SEC. None of Diamond Eagle, DraftKings or SBTech
undertakes any obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise, except as
required by law.

No Offer or Solicitation

This press release does not constitute a solicitation of a
proxy, consent or authorization with respect to any securities or in respect of
the proposed transaction. This press release also does not constitute an offer
to sell or the solicitation of an offer to buy any securities, nor will there
be any sale of securities in any states or jurisdictions in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offering of securities
will be made except by means of a prospectus meeting the requirements of
section 10 of the Securities Act of 1933, as amended, or an exemption
therefrom.

MEDIA CONTACTS:

Media@draftkings.com

Jeff Pryor/Priority PR for Diamond
Eagle

(818)
661-6368

INVESTOR CONTACTS:

Investors@draftkings.com

Eli Baker
for Diamond Eagle

(424)
284-3519

elibaker@geacq.com

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