Sega Europe Limited commences the voluntary recommended public cash offer for
all the shares and options in Rovio Entertainment Corporation on May 8, 2023
SEGA EUROPE LIMITED / ROVIO ENTERTAINMENT CORPORATION
May 5, 2023, at 1:15 p.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.
Offer document regarding Sega Europe Limited's voluntary recommended public
cash offer to the shareholders and option holders of Rovio Entertainment
Corporation made public, and offer period to commence on May 8, 2023
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, and Rovio Entertainment Corporation ("Rovio" or the
"Company") announced on April 17, 2023 that SSHD and Rovio had entered into a
combination agreement (the "Combination Agreement") pursuant to which 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"), and
pursuant to which SSHD has transferred its rights and obligations to the
Offeror (in accordance with its terms).
The Finnish Financial Supervisory Authority has today approved the Finnish
language version of the tender offer document relating to the Offer (the "Offer
Document").
The Offer Document is available as of today, May 5, 2023, in Finnish at
https://blueoffer.tenderoffer.fi/pto/ and www.danskebank.fi/rovio-offer/ and in
English at https://blueoffer.tenderoffer.fi/en/pto/ and
www.danskebank.fi/rovio-offer-en/.
The offer period for the Offer will commence on Monday May 8, 2023, at 9:30
a.m. (Finnish time) and expire on July 3, 2023, at 4:00 p.m. (Finnish time),
unless the offer period is extended or any extended offer period is
discontinued in accordance with the terms and conditions of the Offer (the
"Offer Period"). The Offer is currently expected to be completed during the
third quarter of 2023. 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 of the Offer.
The Offeror will announce, by way of stock exchange releases, any possible
extension of the Offer Period as soon as practically possible as well as any
other information required to be announced in accordance with applicable laws
and regulations.
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").
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 Board of Directors of Rovio, represented by a quorum comprising all members
of the Board of Directors, has unanimously agreed to recommend in its statement
issued pursuant to the Finnish Securities Markets Act (746/2012, as amended)
and the Helsinki Takeover Code issued by the Finnish Securities Market
Association (the "Helsinki Takeover Code") that the shareholders and option
holders of Rovio accept the Offer. 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.
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.
The completion of the Offer is, in accordance with the terms and conditions of
the Offer, 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 all necessary approvals by
competition authorities and other regulatory authorities have been received and
that the Offer has 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 (624/2006, as
amended) allowing the Offeror to commence compulsory redemption proceedings.
Most Finnish account operators are expected to send a notice regarding the
Offer and related instructions and an acceptance form to their customers who
are registered as shareholders in the shareholders' register of Rovio
maintained by Euroclear Finland Oy. Shareholders of Rovio who do not receive
such instructions or an acceptance form from their account operator or asset
manager should first contact their account operator or asset manager and can
subsequently contact Danske Bank A/S, Finland Branch ("Danske Bank") by sending
an e-mail to rovio-offer@danskebank.com, where such shareholders of Rovio can
receive information on submitting their acceptance of the Offer, or, if such
shareholders are U.S. residents or located within the United States, they may
contact their brokers for the necessary information.
Those shareholders of Rovio whose Shares are nominee-registered and who wish to
accept the Offer, must submit their acceptance in accordance with the
instructions given by their custodian of the nominee-registered Shares. The
Offeror will not send an acceptance form or any other documents related to the
Offer to these nominee-registered shareholders of Rovio.
A shareholder of Rovio who wishes to accept the Offer must submit the properly
completed and duly executed acceptance form to the account operator that
manages the shareholder's book-entry account in accordance with the
instructions and within the time period set by the account operator. Any
acceptance must be submitted in such a manner that it will be received within
the Offer Period and/or any Subsequent Offer Period (as defined in the terms
and conditions of the Offer enclosed to this stock exchange release) taking
into account, however, the instructions given by the relevant account operator.
The account operator may request the receipt of acceptances prior to the
expiration of the Offer Period and/or Subsequent Offer Period. Shareholders of
Rovio submit acceptances at their own risk. Any acceptance will be considered
as submitted only when an account operator has actually received it. The
Offeror reserves the right to reject or approve, in its sole discretion, any
acceptance submitted outside the Offer Period or any Subsequent Offer Period,
as applicable, or in an incorrect or incomplete manner.
The Offer may be accepted by an option holder registered during the Offer
Period in the register of option holders, with the exception of Rovio and its
subsidiaries. Evli Alexander Incentives Oy ("Evli"), which manages Rovio's
Options, will send a notification of the Offer, including instructions and the
relevant acceptance form, to all such option holders. Evli will instruct all
holders of Options on the acceptance of the Offer through Evli's website.
Option holders who do not receive such notification from Evli can contact
Danske Bank by sending an email to: rovio-offer@danskebank.com.
An option holder registered during the Offer Period in the register of option
holders wishing to accept the Offer shall submit a properly completed and duly
executed acceptance form to Evli in accordance with its instructions and within
the time limit set by Evli. The acceptance form shall be submitted so that it
is received during the Offer Period or, if the Offer Period has been extended,
during such extended Offer Period, however, always in accordance with the
instructions of Evli. The Offeror reserves the right to reject or approve, in
its sole discretion, any acceptance submitted outside the Offer Period or any
Subsequent Offer Period, as applicable, or in an incorrect or incomplete
manner.
The option holders may accept the Offer only in whole and regarding all of
their Options. The option holders may not agree to sell only a portion of their
Options.
By accepting the Offer, the option holders authorise Evli to sell the Options
to the Offeror in accordance with the terms and conditions of the Offer. An
option holder may accept the Offer only unconditionally and in relation to all
of its Options and subject to the right to withdraw the Options tendered in
accordance with the terms and conditions of the Offer. The Offeror may reject
any partial tender of the Options. An option holder that has validly accepted
the Offer and that has not properly withdrawn its acceptance in accordance with
the terms and conditions of the Offer may not sell or otherwise dispose of its
tendered Options unless otherwise provided by mandatory law.
The preliminary result of the Offer will be announced by a stock exchange
release on or about the first (1st) Finnish banking day following the
expiration of the Offer Period (including any extended and discontinued Offer
Period). In connection with the announcement of the preliminary result, it will
be announced whether the Offer will be completed subject to the Conditions to
Completion continuing to be fulfilled or waived on the date of the final result
announcement and whether the Offer Period will be extended. The final result of
the Offer will be announced on or about the third (3rd) Finnish banking day
following the expiration of the Offer Period. In connection with the
announcement of the final result, the percentage of the Shares and Options in
respect of which the Offer has been validly accepted and not validly withdrawn
will be confirmed.
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
("Nasdaq Helsinki") or otherwise. Any purchases made or arranged will be
disclosed in accordance with applicable rules.
The terms and conditions of the Offer are enclosed in their entirety to this
stock exchange release (Appendix 1).
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.
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.
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
RELEASE 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 is 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 or 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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