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GlobeNewswire
397 Leser
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Nasdaq Helsinki Ltd: Sega Europe Limited extends the offer period for the recommended cash offer for all the shares and options in Rovio Entertainment Corporation

Finanznachrichten News
Sega Europe Limited extends the offer period for the recommended cash offer for
all the shares and options in Rovio Entertainment Corporation 



SEGA EUROPE LIMITED / ROVIO ENTERTAINMENT CORPORATION

June 30, 2023, at 6:30 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. 



Sega Europe Limited extends the offer period for the recommended cash offer for
all the shares and options in Rovio Entertainment Corporation 



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, has on May 8, 2023, commenced a voluntary recommended
cash offer to acquire all of the issued and outstanding shares in Rovio
Entertainment Corporation ("Rovio" or the "Company") that are not held by Rovio
or any of its subsidiaries ("Shares") and all of the issued and outstanding
options under the Company's Stock Options 2022A plan ("Options") (the "Offer").
The Offeror has on May 5, 2023 published the offer document concerning the
Offer. The offer period for the Offer commenced on May 8, 2023, at 9:30 a.m.
(Finnish time) and its initial expiry date is July 3, 2023, at 4:00 p.m.
(Finnish time). 



As set out in the terms and conditions of the Offer, one of the conditions to
completion concerns the receipt of necessary approvals by any competition
authorities or other regulatory authorities. The process for obtaining the
required regulatory approvals for the completion of the Offer is progressing as
planned, and the Offeror has already received necessary approvals from the
United States' competition authority. However, certain competition authority
approval processes are still pending and will not be completed within the
initial offer period. Pending the approvals, the Offeror has decided to extend
the offer period for the Offer to expire on August 7, 2023, at 4:00 p.m.
(Finnish time), unless the offer period is extended further, or any extended
offer period is discontinued in accordance with, and subject to, the terms and
conditions of the Offer and applicable laws and regulations. 



The Offeror will announce an update in respect of the competition authority
approvals once they have been received. The Offer is still expected to be
completed during the third quarter of 2023. 



Shareholders and option holders who have already tendered the Shares and/or
Options they hold in Rovio in the Offer do not have to retender their Shares
and/or Options or take any other action as a result of the extension of the
offer period. 





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 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
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:
https://cns.omxgroup.com/cds/DisclosureAttachmentServlet?messageAttachmentId=1152891
© 2023 GlobeNewswire
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