Nasdaq Helsinki Ltd: Sega and Rovio have held a press conference regarding the Offer

Sega and Rovio have held a press conference regarding the Offer

SEGA EUROPE LIMITED / ROVIO ENTERTAINMENT CORPORATION
May 2, 2023, at 11:00 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's and Rovio's management are optimistic about the future. They see that a
combination of Sega and Rovio would benefit both companies. 

As previously announced, Sega Sammy Holdings Inc. ("SSHD") and Rovio
Entertainment Corporation ("Rovio") had on April 17, 2023, entered into a
combination agreement pursuant to which Sega Europe Limited ("Sega Europe" or
the "Offeror") has made a voluntary recommended cash offer to the shareholders
of Rovio to tender all their shares ("Shares") and the option holders of Rovio
to tender all their options ("Options") in Rovio to the Offeror (the "Offer"). 



Today, SSHD President and CEO Haruki Satomi and Sega Corporation Co-COO,
President of Consumer Game and Transmedia Shuji Utsumi are visiting Helsinki to
meet with media and employees of Rovio. Together with Rovio's Chair of the
Board Kim Ignatius and CEO Alexandre Pelletier-Normand they talked about the
background and strategic rationale of the Offer and see that the deal is very
beneficial for the future development of Rovio's IPs and growth. 



SSHD presented its full-year financial results last week in Tokyo. The
financial results show that the Sega group is well positioned for this
acquisition. 



The recording of the press conference will be made available at the Offer
website: https://blueoffer.tenderoffer.fi/en/pto/. 



Comment by SSHD, Haruki Satomi, President and CEO of SSHD:

"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." 



Comment by Rovio, Alexandre Pelletier-Normand, CEO of Rovio:

"We are excited about a future together and optimistic about potential
synergies between Sega and Rovio. Both the management team and the employees
are enthused by the offer. Sega is a company with a long history of developing
and nurturing vibrant IP's and as the creators and custodians of the iconic
Angry Birds brand, that is very important to us." 



A tender offer document with detailed information on the Offer is expected to
be published on or about May 5, 2023. The offer period under the Offer is
expected to commence on or about May 8, 2023. More information about the Offer
is available at https://blueoffer.tenderoffer.fi/en/. 









For further information:



Rovio



Lotta Backlund

Head of communications and PR, Rovio

[e-mail]



Sega group



Tarja Valde-Brown (Finland PR Advisor)

Executive Senior Consultant, Partner, Eurofacts Oy

[e-mail]



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 Ltd ("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. 



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 stock exchange 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.

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