Inside information: Sega announces a recommended cash offer of EUR 9.25 per
share to the shareholders and EUR 1.48 per option to the option holders of
Rovio
SEGA EUROPE LIMITED / ROVIO ENTERTAINMENT CORPORATION INSIDE INFORMATION April
17, 2023, at 9:00 a.m. EEST
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR
SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE OFFER WOULD BE
PROHIBITED BY APPLICABLE LAW. SHAREHOLDERS AND OPTION HOLDERS IN THE UNITED
STATES SHOULD ALSO REFER TO THE SECTION TITLED "INFORMATION FOR SHAREHOLDERS
AND OPTION HOLDERS OF ROVIO IN THE UNITED STATES" AT THE END OF THIS RELEASE.
Sega announces a recommended cash offer of EUR 9.25 per share to the
shareholders and EUR 1.48 per option to the option holders of Rovio
Sega Europe Limited ("Sega Europe" or the "Offeror"), a private limited company
incorporated and existing under the laws of England and Wales, that is directly
and wholly owned by Sega Corporation ("Sega Corporation"), a corporation
incorporated and existing under the laws of Japan, that, in turn, is directly
and wholly owned by Sega Sammy Holdings Inc. ("SSHD"), a corporation
incorporated and existing under the laws of Japan, with its shares listed on
the Tokyo Stock Exchange, hereby announces a voluntary recommended cash offer
to the shareholders of Rovio Entertainment Corporation ("Rovio" or the
"Company") to tender all their shares in Rovio to Sega Europe for a cash
consideration of EUR 9.25 per share as well as an offer to the option holders
under the Company's Stock Options 2022A plan to tender all their options for a
cash consideration of EUR 1.48 per option (the "Offer"). The total value of the
Offer, based on all 76,179,063 issued and outstanding shares in Rovio (the
"Shares") and all 742,300 issued and outstanding options under the Company's
Stock Options 2022A plan (the "Options"), amounts in aggregate to approximately
EUR 706 million. The Shares in Rovio are admitted to trading on the official
list of Nasdaq Helsinki Ltd ("Nasdaq Helsinki"). Shareholders in Rovio who in
aggregate hold Shares corresponding to approximately 49.1 percent of the
outstanding Shares and votes in Rovio, have irrevocably undertaken to accept
the Offer, subject to certain customary conditions.
The Board of Directors of Rovio, represented by a quorum comprising all members
of the Board of Directors, has unanimously agreed to recommend that the
shareholders and the option holders of Rovio accept the Offer.
KEY HIGHLIGHTS AND SUMMARY OF THE OFFER
-- On April 17, 2023, SSHD and Rovio entered into a combination agreement (the
"Combination Agreement") pursuant to which the Offeror makes the Offer for
all Shares and Options in Rovio.
-- The shareholders of Rovio are offered EUR 9.25 in cash for each validly
tendered Share (the "Share Offer Price") and the option holders of Rovio
are offered EUR 1.48 in cash for each validly tendered Option (the "Option
Offer Price"), each respectively subject to any adjustments as set out in
the section "The Offer in Brief" below.
-- The Share Offer Price represents a premium of:
-- approximately 63.1 percent compared to the closing price of EUR 5.67 for
Rovio's Share on Nasdaq Helsinki on January 19, 2023, i.e. the last day
of trading prior to the announcement by a certain third party regarding
its non-binding indicative proposal to acquire all issued and
outstanding shares of Rovio;
-- approximately 55.2 percent compared to the volume-weighted average
trading price of EUR 5.96 for Rovio's Share on Nasdaq Helsinki during
the last three-months before January 19, 2023;
-- approximately 19.0 percent compared to the closing price of EUR 7.78 for
Rovio's Share on Nasdaq Helsinki on April 14, 2023, being the last day
of trading before the announcement of the Offer; and
-- approximately 17.5 percent compared to the volume-weighted average
trading price of EUR 7.87 for Rovio's Share on Nasdaq Helsinki during
the last three-months before the announcement of the Offer.
-- Moor Holding AB, Brilliant Problems Oy, Adventurous Ideas Oy, Oy Impera Ab,
Niklas Hed, Mert Can Kurum, Ilmarinen Mutual Pension Insurance Company and
Veritas Pension Insurance Company Ltd., who in aggregate hold approximately
49.1 percent of the outstanding Shares and votes in Rovio, have irrevocably
undertaken to accept the Offer, subject to certain customary conditions, as
set out in more detail under "Support by major shareholders of Rovio".
-- The Offeror has secured the required financing to finance the Offer at
completion in accordance with its terms, and subsequent compulsory
redemption proceedings, if any, in accordance with the Finnish Companies
Act (624/2006, as amended, the "Finnish Companies Act"). The Offeror's
obligation to complete the Offer is not conditional upon availability of
financing.
-- The Offeror expects to publish a tender offer document (the "Offer
Document") with detailed information on the Offer on or about May 5, 2023.
The offer period under the Offer is expected to commence on or about May 8,
2023, and to expire on or about July 3, 2023, unless the Offeror extends
the offer period in order to satisfy the conditions to completion of the
Offer. The Offer is currently expected to be completed during the third
quarter of 2023.
-- The completion of the Offer is subject to the satisfaction or waiver by the
Offeror of certain customary conditions on or prior to the Offeror's
announcement of the final results of the Offer, including, among others,
that approvals by all necessary regulatory authorities have been received
and the Offeror having achieved acceptances in respect of more than 90
percent of the Shares and votes in Rovio on a fully diluted basis.
Commenting on the Offer, Alexandre Pelletier-Normand, CEO of Rovio:
"I grew up playing Sonic the Hedgehog, captivated by its state-of-the-art
design. Later, when I played Angry Birds for the first time, I knew that gaming
had evolved into a true mainstream phenomenon, with the power to shape modern
culture.
Joining Rovio has been an honour and I am proud to have seen Angry Birds
continue to grow, as we released new games, series and films. Less known but
equally impressive is our industry-leading proprietary technology platform,
Beacon, holding 20 years of expertise, allowing tight-knit teams to develop
world-class GaaS products.
Our mission is to 'Craft Joy' and we are thrilled at the idea of using our
expertise and tools to bring even more joy to our players, enhancing and
expanding Rovio's and Sega's vibrant IPs.
Red and Sonic: two globally recognized and iconic characters made by two
remarkably complementary companies, with a worldwide reach that spans mobile,
PC/console, and beyond. Combining the strengths of Rovio and Sega presents an
incredibly exciting future."
Commenting on the Offer, Haruki Satomi, President and Group CEO, Representative
Director of Sega Sammy Holdings Inc.:
"Among the rapidly growing global gaming market, the mobile gaming market has
especially high potential, and it has been Sega's long-term goal to accelerate
its expansion in this field. I feel blessed to be able to announce such a
transaction with Rovio, a company that owns "Angry Birds", which is loved
across the world, and home to many skilled employees that support the company's
industry leading mobile game development and operating capabilities.
Historically, as represented by the "Sonic the Hedgehog" series, Sega has
released countless video game titles to various gaming platforms. I am
confident that, through combination of both companies' brands, characters,
fanbase, as well as corporate culture and functionality, there will be
significant synergies created going forward."
About the Offeror and Sega Corporation
Sega Europe is a UK private limited company, domiciled in the United Kingdom
with its registered address at 27 Great West Rd, Brentford TW8 9BW, Middlesex,
United Kingdom, that is directly and wholly owned by Sega Corporation. Sega
Europe is the European distribution arm of Sega Corporation, a worldwide leader
in interactive entertainment. Headquartered in Brentford, London, Sega Europe
wholly owns some leading development studios, including Sports Interactive and
Creative Assembly, the creators of Football Manager and Total War,
respectively.
Sega Corporation engages in the planning, development, sales, and operation of
consoles, PCs, and mobile games, as well as arcade equipment. Sega Corporation
also plans, develops and provides products based on characters, in the form of
digital services and prizes, by utilizing expertise gained from the video game
business. In the console, PC, and mobile game business, Sega Corporation
develops content through its various studios in Japan and overseas and
distributes them worldwide through its many marketing bases around the globe.
In the arcade products business, Sega Corporation has developed many
ground-breaking products that symbolized each era with innovation and
creativity, such as prize machines, and medal games, in addition to various
different arcade games. In order to strengthen global development capabilities,
Sega Corporation has historically acquired numerous development studios, from
the UK-based Creative Assembly in 2005, to the Japan-based ATLUS. CO., LTD.
(formerly, Index Corporation) in 2013, and the acquired studios have all
greatly expanded in scale while also releasing many new titles across the
globe.
About Rovio
Rovio is a public limited liability company incorporated and existing under the
laws of Finland with its shares admitted to trading on the official list of
Nasdaq Helsinki. Rovio is a global mobile-first games company that creates,
develops and publishes mobile games, which have been downloaded over 5 billion
times. Rovio is best known for the global Angry Birds brand, which started as a
popular mobile game in 2009, and has since evolved from games to various
entertainment, animations and consumer products in brand licensing. Rovio has
produced The Angry Birds Movie, and its sequel. The Company offers multiple
mobile games and has eight game studios - one in Espoo (Finland), one in
Stockholm (Sweden), one in Copenhagen (Denmark), one in Barcelona (Spain), two
in Montreal and one in Toronto (Canada). The studios also include a subsidiary
in Izmir (Turkey) called Ruby Oyun ve Yazilim Danismanlik Sanayi Ticaret Anonim
Sirketi, which was acquired in 2021. Most of the employees are based in Finland
where Rovio is headquartered.
Background and Strategic Rationale
Rovio is a global mobile-first games company that develops, and publishes
mobile games, as well as licenses the Angry Birds brand for, among others,
consumer products, movies and animations. Led by its most popular Angry Birds
series, Rovio has achieved 5 billion total downloads across its mobile game
catalogue, highly acclaimed for its robust popularity around the world,
particularly in the United States and Europe.
This acquisition by the Offeror is part of SSHD's growth strategy to invest up
to JPY 250 billion (EUR 1,702 million based on an EUR to JPY foreign exchange
rate of 146.9) during the five-year period ending FY2026/3, part of which has
been looked at as investment opportunity to strengthen its Entertainment
Contents Business. SSHD firmly believes that it is imperative to continue
investing in its game development and operating capabilities, in order to
further strengthen its position in this fast-growing mobile and global gaming
market, which therefore led to the decision to acquire Rovio.
Sega Corporation aims to accelerate its growth in the global gaming market and
increase its corporate value by generating synergies between Sega Corporation's
existing businesses and Rovio's strengths, including its global IPs and live
service-mobile game development capabilities. More specifically, Sega
Corporation aims to create synergies with particular focus in the following
areas:
-- Utilization of Rovio's distinctive know-how in live service mobile game
operation, to bring Sega Corporation's current and new titles to the global
mobile gaming market, where there is large potential, and many users can be
accessed
-- Sega Corporation strongly believes Rovio's platform, Beacon, holds 20
years of high-level expertise in live service-mobile game operation
centered around the United States and Europe
-- Rapid expansion of both companies' fanbase by sharing know-how regarding
multi-media expansion of global characters
-- Rovio and Sega Corporation have both succeeded in extending their IPs,
"Angry Birds" and "Sonic the Hedgehog", to various media outside of
video games, such as movies, anime, and merchandising, and accordingly
hold a strong fanbase around the world as well as know-how regarding IP
expansion
-- Support cross-platform expansion of Rovio's IP using Sega Corporation's
capabilities
-- Rovio is aiming to expand its platform outside of mobile gaming, and
Sega Corporation will actively look to support this process through its
capabilities
The completion of the Offer is not expected to have any immediate material
effects on the operations, assets, the position of the management or employees,
or the location of the offices of Rovio. However, as is customary, the Offeror
intends to change the composition of the Board of Directors of Rovio after the
completion of the Offer and, without prejudice to the foregoing, might
investigate the possibility to change the legal domicile of the Company.
THE OFFER IN BRIEF
On April 17, 2023, SSHD and Rovio entered into the Combination Agreement
pursuant to which the Offeror makes the Offer and pursuant to which SSHD has
transferred its rights and obligations to Sega Europe (in accordance with its
terms). A summary of the Combination Agreement is provided below under section
"The Combination Agreement".
The Offeror and Rovio have undertaken to comply with the Helsinki Takeover Code
issued by the Finnish Securities Market Association (the "Helsinki Takeover
Code").
As at the date of this announcement, Rovio has 82,963,825 issued shares, of
which 76,179,063 are outstanding and 6,784,762 of which are held in treasury,
and a total of 742,300 outstanding Options. As at the date of this
announcement, neither the Offeror nor its parent companies hold any Shares in
the Company.
The Offeror and its parent companies reserve the right to acquire, or enter
into arrangements to acquire, Shares and Options before, during and/or after
the offer period outside the Offer in public trading on Nasdaq Helsinki or
otherwise. Any purchases made or arranged will be disclosed in accordance with
applicable rules.
The Share Offer Price and the Option Offer Price
The shareholders of Rovio are offered EUR 9.25 in cash for each validly
tendered Share and the option holders of Rovio are offered EUR 1.48 in cash for
each validly tendered Option, subject to any adjustments as set out below.
The Share Offer Price represents a premium of:
-- approximately 63.1 percent compared to the closing price of EUR 5.67 for
Rovio's Share on Nasdaq Helsinki on January 19, 2023, i.e. the last day of
trading prior to the announcement by a certain third party regarding its
non-binding indicative proposal to acquire all issued and outstanding
shares of Rovio;
-- approximately 55.2 percent compared to the volume-weighted average trading
price of EUR 5.96 for Rovio's Share on Nasdaq Helsinki during the last
three-months before January 19, 2023;
-- approximately 19.0 percent compared to the closing price of EUR 7.78 for
Rovio's Share on Nasdaq Helsinki on April 14, 2023, being the last day of
trading before the announcement of the Offer; and
-- approximately 17.5 percent compared to the volume-weighted average trading
price of EUR 7.87 for Rovio's Share on Nasdaq Helsinki during the last
three-months before the announcement of the Offer.
The Share Offer Price has been determined based on 76,179,063 Shares and the
Option Offer Price has been determined based on 742,300 Options. Should the
Company increase the number of Shares as a result of any measure with a
dilutive effect, excluding any subscription for the Company's shares based on
the Options, or in any other way distribute or transfer value to its
shareholders or option holders, or if a record date with respect to any of the
foregoing occurs prior to any settlement of the Offer (with the effect that any
resulting distribution of funds is not payable to the Offeror), then the Share
Offer Price and the Option Offer Price payable by the Offeror shall be reduced
accordingly on a euro-for-euro basis.
The offer period
The offer period is expected to commence on or about May 8, 2023, and to expire
on or about July 3, 2023. The Offeror reserves the right to extend the offer
period from time to time in accordance with, and subject to, the terms and
conditions of the Offer and applicable laws and regulations, in order to
satisfy the conditions to completion of the Offer, including, among others, the
receipt of all necessary regulatory, governmental or similar approvals,
permits, clearances and consents from authorities or similar, required under
applicable laws in any jurisdiction for the completion of the Offer. The Offer
is currently expected to be completed during the third quarter of 2023.
The detailed terms and conditions of the Offer as well as instructions on how
to accept the Offer will be included in the Offer Document, which the Offeror
expects to publish on or about May 5, 2023.
Recommendation by the Board of Directors of Rovio
The Board of Directors of Rovio, represented by a quorum comprising all members
of the Board of Directors, has unanimously agreed to recommend that the
shareholders and option holders of Rovio accept the Offer. The Board of
Directors will issue its statement on the Offer in accordance with the Finnish
Securities Markets Act (746/2012, as amended, the "Finnish Securities Markets
Act") before the commencement of the offer period and it will be appended to
the Offer Document.
The Board of Directors of Rovio has received an opinion, dated April 17, 2023,
from Rovio's financial adviser, Goldman Sachs International ("Goldman Sachs"),
that, as of April 17, 2023 and based upon and subject to the factors and
assumptions set forth therein, the EUR 9.25 in cash per Share to be paid to the
shareholders (other than SSHD and its affiliates) pursuant to the Offer is fair
from a financial point of view to such shareholders. The opinion of Goldman
Sachs does not relate to the offer for the Options.
The full text of the written opinion of Goldman Sachs, dated April 17, 2023,
which sets forth assumptions made, procedures followed, matters considered and
limitations on the review undertaken in connection with the opinion, will be
attached to the statement that will be issued by the Board of Directors of
Rovio. Goldman Sachs provided its opinion solely for the information and
assistance of the Board of Directors of Rovio in connection with its
consideration of the Offer. The Goldman Sachs opinion is not a recommendation
as to whether any shareholder or option holder should tender their Shares or
Options in connection with the Offer or any other matter.
Support by major shareholders of Rovio
Moor Holding AB, Brilliant Problems Oy, Adventurous Ideas Oy, Oy Impera Ab,
Niklas Hed, Mert Can Kurum, Ilmarinen Mutual Pension Insurance Company and
Veritas Pension Insurance Company Ltd., who in aggregate hold approximately
49.1 percent of the outstanding Shares and votes in Rovio, have irrevocably
undertaken to accept the Offer, subject to certain customary conditions. The
undertakings are among other terms subject to the condition that the Offeror
does not announce that it will no longer pursue or complete (or that it will
cancel) the Offer, and that no other party announces a competing offer to
acquire the Shares in Rovio for a consideration of at least EUR 9.72 per Share
where Sega Europe does not within seven (7) business days match or exceed the
competing offer by increasing the Share Offer Price.
Conditions to Completion of the Offer
The obligation of the Offeror to complete the Offer is conditional upon the
requirements set forth below (the "Conditions to Completion") being fulfilled
on or by the date of the Offeror's announcement of the final result of the
Offer in accordance with Chapter 11, Section 18 of the Finnish Securities
Markets Act, or, to the extent permitted by applicable law, their fulfilment
being waived by the Offeror:
1. the Offer having been validly accepted with respect to Shares representing,
together with any Shares otherwise held by the Offeror prior to the
announcement of the final result of the Offer,
on a fully diluted basis, more than 90 percent of the Shares and voting
rights of the Company as
calculated in accordance with Chapter 18 Section 1 of the Finnish Companies
Act allowing the Offeror to commence compulsory redemption proceedings
;
2. the receipt of all necessary approvals, permits, consents, clearances or
other actions by any competition authorities or other regulatory
authorities required under any applicable competition laws or other
regulatory laws in any jurisdiction for the completion of the Offer by the
Offeror;
3. no legislation or other regulation has been issued or decision by a
competent court or regulatory authority has been given that would wholly or
in part prevent or postpone the completion of the Offer;
4. no fact or circumstance having arisen or been discovered after the
announcement of the Offer that, individually or taken together with any
other information, constitutes a material adverse change;
5. the Company not having failed to make public or disclose any information
that should have been made public or disclosed by it under applicable laws,
provided that, in each case, the information made public, disclosed, or the
failure to disclose information, constitutes a material adverse change;
6. the Combination Agreement has not been terminated in accordance with its
terms and remains in full force and effect, and no event having occurred
that would give the Offeror the right to terminate the Combination
Agreement in accordance with its terms;
7. the Board of Directors of the Company having issued its unanimous and
unconditional recommendation that the shareholders and option holders of
the Company accept the Offer and the recommendation remaining in full force
and effect and having not been modified, cancelled or changed (excluding
any technical modification or amendment of the recommendation required
under applicable laws or the Helsinki Takeover Code as a result of a
competing offer or otherwise so long as the recommendation to accept the
Offeror's Offer is upheld); and
8. the undertakings by Moor Holding AB, Brilliant Problems Oy, Adventurous
Ideas Oy, Oy Impera Ab, Niklas Hed and Mert Can Kurum to accept the Offer
remain in full force and effect in accordance with their terms and have not
been modified, cancelled or changed.
The Conditions to Completion set out herein are exhaustive. The Offeror may
invoke any of the Conditions to Completion so as to cause the Offer not to
proceed, to lapse or to be withdrawn, if the circumstances which give rise to
the right to invoke the relevant Condition to Completion have a significant
meaning to the Offeror in view of the Offer, as referred to in the Finnish
Financial Supervisory Authority's Regulations and Guidelines (9/2013) on
Takeover Bids and Mandatory Bids and the Helsinki Takeover Code. The Offeror
reserves the right to waive, to the extent permitted by applicable law and
regulation, any of the Conditions to Completion that have not been fulfilled.
If all Conditions to Completion have been fulfilled or the Offeror has waived
the requirements for the fulfilment of all or some of them no later than at the
time of announcement of the final results of the Offer, the Offeror will
consummate the Offer in accordance with its terms and conditions after the
expiration of the offer period by purchasing the Shares and Options validly
tendered in the Offer and paying the offer consideration to the shareholders
and option holders that have validly accepted the Offer.
Approvals from authorities
The Offeror will, as soon as reasonably practicable, make all material and
customary submissions, notifications and filings required to obtain all
necessary regulatory, governmental or similar approvals, permits, clearances
and consents from authorities or similar, required under applicable laws in any
jurisdiction for the completion of the Offer.
The Offer is subject to certain regulatory approvals from competition
authorities. The Offeror will use its reasonable best efforts to obtain such
regulatory approvals. Based on currently available information, the Offeror
expects to obtain such necessary approvals to complete the Offer during the
third quarter of 2023. However, the length and outcome of the regulatory
approval process is not within the control of the Offeror, and there can be no
assurances that clearances will be obtained within the estimated timeframe, if
at all. If all such regulatory approvals have not been obtained prior to the
expiry of the offer period, the Offeror may extend the offer period in
accordance with, and subject to, the terms and conditions of the Offer and
applicable laws and regulations, in order to satisfy the Conditions to
Completion.
Financing of the Offer
The Offeror plans to use cash on hand available within the Sega group to fund
the Offer. The funds available to the Offeror suffice for completing the Offer
and for financing the potential compulsory redemption proceedings in accordance
with the Finnish Companies Act. The completion of the Offer is not subject to
any financing condition. As part of Sega group's capital policy, the Offeror or
its parent companies may access external debt, in a way that does not affect
the capability and willingness to fund the Offer.
Future plans concerning the Shares and the Options
The Offeror intends to acquire all the Shares and Options. If the Offeror, as a
result of the completion of the Offer or otherwise, acquires Shares
representing more than 90 percent of all the Shares and votes in the Company,
then:
1. the Offeror will as soon as reasonably practicable initiate compulsory
redemption proceedings for all the remaining Shares in accordance with the
Finnish Companies Act. Thereafter, the Offeror will apply for the shares in
Rovio to be delisted from Nasdaq Helsinki, as soon as permitted and
reasonably practicable under the applicable laws and regulations and the
rules of Nasdaq Helsinki; and
2. the Options of the option holders who have not accepted the Offer nor
exercised their Options within a time period determined by the Board of
Directors of the Company, will be transferred to the Offeror in accordance
with the terms and conditions of the Options at the Option Offer Price.
The Combination Agreement
The Combination Agreement between SSHD and Rovio sets forth the principal terms
under which the Offeror will make the Offer. Pursuant to the Combination
Agreement, SSHD may transfer any and all of its rights, interests and
obligations under the agreement to Sega Europe, provided that SSHD remains
jointly and severally liable for all of the obligations in relation to the
Offer and to the Company so assigned or transferred under the Combination
Agreement.
Pursuant to the Combination Agreement, the Board of Directors of the Company
may, at any time prior to the completion of the Offer, withdraw, modify, amend
or include conditions to or decide not to issue its recommendation for the
shareholders and option holders of the Company to accept the Offer or take
actions contradictory to its earlier recommendation but only if the Board of
Directors of the Company, on the basis of its fiduciary duties under Finnish
laws and regulations (including the Helsinki Takeover Code), considers that,
due to materially changed circumstances (arising out of either a competing
offer, a superior offer or an intervening event), the acceptance of the Offer
would no longer be in the best interest of the holders of Shares and Options,
the Board of Directors of the Company has taken advice from its external legal
advisor and its financial advisor, and the Board of Directors of the Company
has provided the Offeror with a reasonable opportunity, during not less than
five (5) business days after having informed the Offeror of its intentions to
take any of the actions listed above, to negotiate with the Board of Directors
of the Company in respect of such actions. Withdrawing, modifying, amending or
including conditions to or deciding not to issue its recommendation requires
further, that (i) the Board of Directors of the Company has given the Offeror a
reasonable opportunity, during not less than five (5) business Days after the
Offeror having received all material information from the Company relating to
such superior offer, competing offer or intervening event, to agree with the
Board of Directors of the Company on improving the terms of the Offer, and in
case of a superior offer or a competing offer, (ii) the Company has informed
the Offeror that the Board of Directors of the Company has determined, after
having considered in good faith any revisions to the terms of the Combination
Agreement and having consulted with the Company's external legal advisor and
financial advisor, that such competing offer constitutes a superior offer as a
whole or would, if announced, constitute a superior offer, as and if
applicable, and (iii) such competing offer has been publicly announced such
that it becomes a superior offer. The foregoing shall apply mutatis mutandis in
the event of any of the relevant financial or other material terms of the
superior offer being amended, in which case the time period above for the
Offeror to negotiate with the Board of Directors of the Company shall be
extended by no less than five (5) business days.
The Company has agreed not to, and to cause its representatives to, (a) not
actively solicit, directly or indirectly, any inquiries or any proposal or
offer (including, without limitation, any proposal or offer to holders of
outstanding Shares or Options) that constitutes, or would reasonably be
expected to lead to, any competing offer or that would otherwise materially
harm or hinder the completion of the combination, (b) not, upon receipt of a
competing offer, directly or indirectly, promote the progress of such competing
offer, except, in each case, if (and only to the extent that) the Board of
Directors of the Company after careful consideration deems such promoting
measures to be necessary in order for the Board of Directors to comply with its
mandatory fiduciary duties under Finnish law or the disclosure obligations of
the Company under Finnish law, regulation or applicable stock exchange rules,
and (c) provide the Offeror with a reasonable opportunity to negotiate with the
Board of Directors of the Company about matters arising from such competing
offer in accordance with certain procedures.
The Combination Agreement further includes certain customary representations,
warranties and undertakings by both parties, such as restrictions on the
conduct of business by the Company such that it may only carry on matters in
the ordinary course of business before the completion of the Offer and use of
reasonable best efforts by the parties to do, or cause to be done, and to
assist and cooperate with the other party in doing, all things necessary or
advisable to consummate in the most expeditious manner practicable, the Offer
as contemplated by the Combination Agreement.
The Combination Agreement may be terminated by the Offeror or the Company under
certain circumstances, including, among others, if any order preventing the
consummation of the Offer or a material part of it shall have been issued by
any court or other authority of competent jurisdiction and shall have become
final and non-appealable, the Conditions to Completion no longer being
reasonably capable of satisfaction for any reason provided, that this right to
terminate is not available to the party whose failure to fulfil any obligation
under the Combination Agreement has resulted in any of the Conditions to
Completion no longer being reasonably capable of satisfaction, or upon a
material breach of any warranty or certain covenants or agreements by the
Offeror or the Company, subject to certain cure periods. In the event the
Combination Agreement is terminated for certain reasons specified in the
Combination Agreement, the Company has agreed to reimburse expenses incurred by
the Offeror up to the maximum amount of EUR 8 million and, in other certain
circumstances, the Offeror has agreed to reimburse expenses incurred by the
Company up to the maximum amount of EUR 2 million.
Advisers
The Offeror and Sega Corporation have appointed BofA Securities Japan Co., Ltd
as financial adviser, Danske Bank A/S, Finland Branch as arranger and Hannes
Snellman Attorneys Ltd as legal adviser in connection with the Offer. Rovio has
appointed Goldman Sachs International as financial adviser and Roschier,
Attorneys Ltd. as legal adviser in connection with the Offer.
Investor and Media enquiries:
Rovio
For investors:
Alexandre Pelletier-Normand
CEO
RovioIR@Rovio.com
+358 40 730 3442
For media:
Lotta Backlund
Head of communications, Rovio
Lotta.Backlund@rovio.com
Sega group
For investors:
Makoto Takahashi
Executive Vice President, Executive Officer, Managing Director of Corporate
Planning Division, SSHD
hd_ir@home.segasammy.co.jp
For media:
Tarja Valde-Brown (Finland PR Advisor)
Executive Senior Consultant, Partner, Eurofacts Oy
tarja.valde-brown@eurofacts.fi
Peter Oliver
Central Communications Director, Sega Europe
Peter.oliver@sega.co.uk
Information about the Offer is made available at
https://blueoffer.tenderoffer.fi/en.
IMPORTANT INFORMATION
THIS RELEASE MAY NOT BE RELEASED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW
ZEALAND OR SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE OFFER WOULD
BE PROHIBITED BY APPLICABLE LAW.
THIS RELEASE IS NOT A TENDER OFFER DOCUMENT AND AS SUCH DOES NOT CONSTITUTE AN
OFFER OR INVITATION TO MAKE A SALES OFFER. IN PARTICULAR, THIS RELEASE IS NOT
AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES
DESCRIBED HEREIN, AND IS NOT AN EXTENSION OF THE OFFER, IN, AUSTRALIA, CANADA,
HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA. INVESTORS SHALL ACCEPT THE OFFER
FOR THE SHARES ONLY ON THE BASIS OF THE INFORMATION PROVIDED IN A TENDER OFFER
DOCUMENT. OFFERS WILL NOT BE MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION
WHERE EITHER AN OFFER OR PARTICIPATION THEREIN IS PROHIBITED BY APPLICABLE LAW
OR WHERE ANY TENDER OFFER DOCUMENT OR REGISTRATION OR OTHER REQUIREMENTS WOULD
APPLY IN ADDITION TO THOSE UNDERTAKEN IN FINLAND.
THE OFFER IS NOT BEING MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE
PROHIBITED BY APPLICABLE LAW AND, WHEN PUBLISHED, THE OFFER DOCUMENT AND
RELATED ACCEPTANCE FORMS WILL NOT AND MAY NOT BE DISTRIBUTED, FORWARDED OR
TRANSMITTED INTO OR FROM ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAWS
OR REGULATIONS. IN PARTICULAR, THE OFFER IS NOT BEING MADE, DIRECTLY OR
INDIRECTLY, IN OR INTO, OR BY USE OF THE POSTAL SERVICE OF, OR BY ANY MEANS OR
INSTRUMENTALITY (INCLUDING, WITHOUT LIMITATION, FACSIMILE TRANSMISSION, TELEX,
TELEPHONE OR THE INTERNET) OF INTERSTATE OR FOREIGN COMMERCE OF, OR ANY
FACILITIES OF A NATIONAL SECURITIES EXCHANGE OF, AUSTRALIA, CANADA, HONG KONG,
JAPAN, NEW ZEALAND OR SOUTH AFRICA. THE OFFER CANNOT BE ACCEPTED, DIRECTLY OR
INDIRECTLY, BY ANY SUCH USE, MEANS OR INSTRUMENTALITY OR FROM WITHIN,
AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA AND ANY
PURPORTED ACCEPTANCE OF THE OFFER RESULTING DIRECTLY OR INDIRECTLY FROM A
VIOLATION OF THESE RESTRICTIONS WILL BE INVALID.
THIS STOCK EXCHANGE RELEASE HAS BEEN PREPARED IN COMPLIANCE WITH FINNISH LAW,
THE RULES OF NASDAQ HELSINKI AND THE HELSINKI TAKEOVER CODE AND THE INFORMATION
DISCLOSED MAY NOT BE THE SAME AS THAT WHICH WOULD HAVE BEEN DISCLOSED IF THIS
ANNOUNCEMENT HAD BEEN PREPARED IN ACCORDANCE WITH THE LAWS OF JURISDICTIONS
OUTSIDE OF FINLAND.
Information for shareholders and option holders of Rovio in the United States
Shareholders and option holders of Rovio in the United States are advised that
the Shares are not listed on a U.S. securities exchange and that Rovio is not
subject to the periodic reporting requirements of the U.S. Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and is not required to, and does
not, file any reports with the U.S. Securities and Exchange Commission (the
"SEC") thereunder.
The Offer will be made for the Shares and Options of Rovio, which is domiciled
in Finland, and is subject to Finnish disclosure and procedural requirements.
The Offer is expected to be made in the United States pursuant to Section 14(e)
of, and Regulation 14E, under the Exchange Act, subject to the exemption
provided under Rule 14d-1(d) under the Exchange Act, for a Tier II tender offer
and otherwise in accordance with the disclosure and procedural requirements of
Finnish law, including with respect to the Offer timetable, settlement
procedures, withdrawal, waiver of conditions and timing of payments, which are
different from those applicable under the tender offer procedures and laws of
the United States for domestic offers. In particular, the financial information
included in this announcement has been prepared in accordance with applicable
accounting standards in Finland, which may not be comparable to the financial
statements or financial information of U.S. companies. The Offer is made to
Rovio's shareholders and option holders resident in the United States on the
same terms and conditions as those made to all other shareholders and option
holders of Rovio to whom an offer is made. Any informational documents,
including this announcement, are being disseminated to U.S. shareholders and
option holders on a basis comparable to the method that such documents are
provided to Rovio's other shareholders and option holders.
To the extent permissible under applicable law or regulations, the Offeror and
its affiliates or its brokers and its brokers' affiliates (acting as agents for
the Offeror or its affiliates, as applicable) may from time to time after the
date of this stock exchange release and during the pendency of the Offer, and
other than pursuant to the Offer, directly or indirectly purchase or arrange to
purchase Shares or any securities that are convertible into, exchangeable for
or exercisable for Shares. These purchases may occur either in the open market
at prevailing prices or in private transactions at negotiated prices, and the
consideration in the Offer must be increased to match any such consideration
paid outside the Offer. To the extent information about such purchases or
arrangements to purchase is made public in Finland, such information will be
disclosed by means of a press release or other means reasonably calculated to
inform U.S. shareholders and option holders of Rovio of such information. In
addition, the financial advisers to the Offeror may also engage in ordinary
course trading activities in securities of Rovio, which may include purchases
or arrangements to purchase such securities. To the extent required in Finland,
any information about such purchases will be made public in Finland in the
manner required by Finnish law.
Neither the SEC nor any U.S. state securities commission has approved or
disapproved the Offer, passed upon the merits or fairness of the Offer, or
passed any comment upon the adequacy, accuracy or completeness of the
disclosure in relation to the Offer. Any representation to the contrary is a
criminal offence in the United States.
The receipt of cash pursuant to the Offer by a U.S. holder of Shares or Options
may be a taxable transaction for U.S. federal income tax purposes and under
applicable U.S. state and local, as well as foreign and other, tax laws. Each
holder of Shares or Options is urged to consult its independent professional
advisers immediately regarding the tax and other consequences of accepting the
Offer.
To the extent the Offer is subject to U.S. securities laws, those laws only
apply to U.S. holders of Shares or Options, and will not give rise to claims on
the part of any other person. It may be difficult for Rovio's shareholders or
option holders to enforce their rights and any claims they may have arising
under the U.S. federal securities laws, since the Offeror and Rovio are located
in non-U.S. jurisdictions and some or all of their respective officers and
directors may be residents of non-U.S. jurisdictions. Rovio's shareholders or
option holders may not be able to sue the Offeror or Rovio or their respective
officers or directors in a non-U.S. court for violations of the U.S. federal
securities laws. It may be difficult to compel the Offeror and Rovio and their
respective affiliates to subject themselves to a U.S. court's judgment.
Forward-looking statements
This stock exchange release contains statements that, to the extent they are
not historical facts, constitute "forward-looking statements". Forward-looking
statements include statements concerning plans, expectations, projections,
objectives, targets, goals, strategies, future events, future revenues or
performance, capital expenditures, financing needs, plans or intentions
relating to acquisitions, competitive strengths and weaknesses, plans or goals
relating to financial position, future operations and development, business
strategy and the trends in the industries and the political and legal
environment and other information that is not historical information. In some
instances, they can be identified by the use of forward-looking terminology,
including the terms "believes", "intends", "may", "will" or "should" or, in
each case, their negative or variations on comparable terminology. By their
very nature, forward-looking statements involve inherent risks, uncertainties
and assumptions, both general and specific, and risks exist that the
predictions, forecasts, projections and other forward-looking statements will
not be achieved. Given these risks, uncertainties and assumptions, investors
are cautioned not to place undue reliance on such forward-looking statements.
Any forward-looking statements contained herein speak only as at the date of
this stock exchange release.
Disclaimer
BofA Securities Japan Co., Ltd, a subsidiary of Bank of America Corporation, is
acting exclusively for Sega and no one else in connection with the Offer and
the matters set out in this release and will not be responsible to anyone other
than Sega for providing the protections afforded to its clients or for
providing advice in relation to the Offer or any matter or arrangement referred
to in this release.
Danske Bank A/S is authorised under Danish banking law. It is subject to
supervision by the Danish Financial Supervisory Authority. Danske Bank A/S is a
private, limited liability company incorporated in Denmark with its head office
in Copenhagen where it is registered in the Danish Commercial Register under
number 61126228.
Danske Bank A/S (acting via its Finland Branch) is acting as a financial
adviser to the Offeror and no other person in connection with these materials
or their contents. Danske Bank A/S will not be responsible to any person other
than the Offeror for providing any of the protections afforded to clients of
Danske Bank A/S, nor for providing any advice in relation to any matter
referred to in these materials. Without limiting a person's liability for
fraud, Danske Bank A/S, nor any of its affiliates nor any of its respective
directors, officers, representatives, employees, advisers or agents shall have
any liability to any other person (including, without limitation, any
recipient) in connection with the Offer.
Goldman Sachs International, which is authorised by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the Prudential
Regulation Authority in the United Kingdom, is acting exclusively for Rovio and
no one else in connection with the Offer and the matters set out in this
announcement. Neither Goldman Sachs International nor its affiliates, nor their
respective partners, directors, officers, employees or agents are responsible
to anyone other than Rovio for providing the protections afforded to clients of
Goldman Sachs International, or for giving advice in connection with the Offer
or any matter or arrangement referred to in this announcement.
Attachment:
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