NETFLIX, INC. ANNOUNCES A VOLUNTARY RECOMMENDED PUBLIC CASH TENDER OFFER FOR ALL OUTSTANDING SHARES AND STOCK OPTIONS IN NEXT GAMES CORPORATION

Wednesday, 02. March 2022 08:26

Netflix, Inc. Press Release March 2, 2022 at 9:26 a.m. (EET)

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 TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW

Netflix, Inc. (“Netflix” or the “Offeror”), a public limited liability company incorporated and existing under the laws of Delaware, announces a voluntary recommended public cash tender offer for all issued and outstanding shares (the “Shares”) and stock options (the “Stock Options”) in Next Games Corporation (“Next Games” or the “Company”) that are not held by the Company or its subsidiary (the “Tender Offer”).

In the Tender Offer, the shareholders of Next Games will be offered a cash consideration of EUR 2.10 for each Share validly tendered in the Tender Offer (the “Share Offer Price”). The holders of Stock Options will be offered a cash consideration for each Stock Option validly tendered described below under “The Tender Offer in Brief – The Offer Price”.

The Board of Directors of Next Games, represented by a quorum comprising the non-conflicted members of the Board of Directors, has unanimously decided to recommend that the shareholders of Next Games and holders of Stock Options accept the Tender Offer.

KEY HIGHLIGHTS AND SUMMARY OF THE TENDER OFFER

  • On March 2, 2022, the Offeror and Next Games entered into a combination agreement (the “Combination Agreement”), pursuant to which the Offeror will make the Tender Offer for all of the Shares and Stock Options.
  • The Share Offer Price under the Tender Offer is EUR 2.10 in cash for each Share validly tendered in the Tender Offer, subject to any adjustments as set out in the section “The Tender Offer in Brief” below. The holders of Stock Options will be offered a cash consideration for each Stock Option validly tendered described below under “The Tender Offer in Brief – The Offer Price”.
  • The Share Offer Price represents a premium of approximately 125.6 percent compared to the closing price (EUR 0.93) of the Share on First North Growth Market Finland maintained by Nasdaq Helsinki Ltd (“First North”) on March 1, 2022, the last trading day immediately preceding the announcement of the Tender Offer and a premium of approximately 69.6 percent compared to the volume-weighted average price (EUR 1.24) of the Share on First North during the six-month period prior to and up to March 1, 2022.
  • The Tender Offer values Next Games’ total equity at approximately EUR 65 million.
  • The Board of Directors of Next Games, represented by a quorum comprising the non-conflicted members of the Board of Directors, has unanimously decided to recommend that the shareholders and holders of Stock Options of Next Games accept the Tender Offer.
  • The Tender Offer will enable Next Games to join Netflix as a core studio in a strategic region and key talent market, furthering the two companies’ shared vision and passion for games. Next Games will expand Netflix’s game studio capabilities to enhance development of a portfolio of world-class games for members to enjoy around the world.
  • The completion of the Tender Offer is not expected to have any immediate material effects on the operations or the position of the management or employees of Next Games. However, as is customary, the Offeror intends to change the composition of the Board of Directors of Next Games after the completion of the Tender Offer.
  • Certain major shareholders of Next Games, i.e. Jari Ovaskainen and AMC Networks Ventures LLC, together representing in aggregate approximately 43.3 percent of the Shares and votes in Next Games, have irrevocably undertaken to tender into the Tender Offer, subject to certain customary conditions.
  • The funds immediately available to the Offeror suffice for completing the Tender Offer and for financing the potential compulsory redemption proceedings in accordance with the Finnish Companies Act (624/2006, as amended, the “Finnish Companies Act”). The Offeror’s obligation to complete the Tender Offer is not conditional upon availability of financing.
  • The Offeror expects to publish a tender offer document (the “Tender Offer Document”) with detailed information on the Tender Offer on or about March 14, 2022. The offer period under the Tender Offer is expected to commence on or about March 14, 2022 and to expire on or about April 8, 2022, unless the Offeror extends the offer period to satisfy the conditions to completion of the Tender Offer. The Tender Offer is currently expected to be completed during the second quarter of 2022.
  • The completion of the Tender 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 result of the Tender Offer and the Offeror having gained control of more than 90 percent of the Shares and votes in Next Games on a fully diluted basis.

Commenting on the Tender Offer, Michael Verdu, Vice President, Games of Netflix:

“Next Games has a seasoned management team, strong track record with mobile games based on entertainment franchises, and solid operational capabilities. We are excited for Next Games to join Netflix as a core studio in a strategic region and key talent market, expanding our internal game studio capabilities. Next Games will help us build a world class portfolio of games that our members around the world can enjoy.”

Commenting on the Tender Offer, Petri Niemi, Chairman of the Board of Directors of Next Games:

“Next Games has evolved from a start-up to a publicly traded, ambitious developer and publisher of ground-breaking mobile games over a relatively short time. Throughout, the Board of Directors have had full confidence in the Company’s vision and strategy to continue to grow.

The Board of Directors has carefully considered the Offeror’s ability to become a good and strong owner of Next Games. The speed of consolidation in the games and entertainment industry is accelerating and the Board of Directors see a clear benefit for Next Games in joining forces with one of the largest entertainment companies in the world. In our view, Next Games will benefit from Netflix’s long-term expertise in the entertainment business and second-to-none technological and creative expertise as well as data-driven strategy.

We have also taken into account the position and future possibilities of personnel in our assessment and consider this an exciting next chapter for the Company and its employees. Considering the price offered to the shareholders, the Board of Directors sees that the offer presents a fair and attractive opportunity for Next Games and its shareholders.”

Commenting on the Tender Offer, Jari Ovaskainen, Largest Shareholder, Member of the Board of Directors, Next Games:

“I have been a part of Next Games’ journey and their biggest supporter since the very beginning. During the years Next Games has built an impressive track-record in the industry and proven their ability to craft authentic mobile gaming experiences based on the world’s biggest entertainment brands. With this in mind, joining forces with Netflix presents a fantastic opportunity for both Next Games and the Company’s employees to continue on the path guided by their original vision, and for Netflix to acquire a truly skilled mobile games developer. As the largest shareholder of Next Games, I am fully supportive of this transaction.”

Commenting on the Tender Offer, Nicholas Seibert, AMC Networks, Inc., Member of the Board of Directors, Next Games:

“Next Games has been an instrumental gaming partner to AMC Networks for many years and has been a key driver in the continued success of fan-favorite free-to-play mobile games including The Walking Dead: No Man’s Land and The Walking Dead: Our World. Next Games’ ability to develop and publish meaningful, authentic and long-lasting mobile games based on beloved franchises, is second to none. Over the years, we have witnessed Next Games’ significant evolution and growth as they’ve stayed true to their core philosophy and strategic vision, and we are excited to watch the next chapter of their growth story, with Netflix, unfold. As Next Games’ longtime commercial partner and its second largest shareholder, AMC Networks, Inc. is fully supportive of this transaction.”

Commenting on the Tender Offer, Teemu Huuhtanen, CEO of Next Games:

“We have had an unwavering focus to execute on our vision: To become the partner of choice for global entertainment businesses and craft authentic and long-lasting interactive entertainment based on the world’s most beloved franchises. Joining forces with the world’s largest streaming service, Netflix, presents an opportunity for a logical and exciting continuation of our strategy to craft interactive experiences for the world to enjoy. Our close collaboration with Netflix on Stranger Things: Puzzle Tales has already proven that together we create a strong partnership. This is a unique opportunity to level-up the studio on all fronts and continue on our mission together.”

ABOUT NETFLIX

Netflix is the world’s leading streaming entertainment service with 222 million paid memberships in over 190 countries enjoying TV series, documentaries, feature films and mobile games across a wide variety of genres and languages. Members can watch as much as they want, anytime, anywhere, on any Internet-connected screen. Members can play, pause and resume watching, all without commercials or commitments.

ABOUT NEXT GAMES

Next Games is the first publicly listed mobile game developer and publisher in Finland, specializing in games based on entertainment franchises, such as movies, TV series or books. The developers of the critically acclaimed The Walking Dead games redefine the way franchise entertainment transforms into highly engaging service-based mobile games. Next Games works on multiple new games based on beloved global IPs. The Company’s latest game, Stranger Things: Puzzle Tales, is based on Netflix’s hit 80s horror drama series.

BACKGROUND AND STRATEGIC RATIONALE

The Tender Offer will enable Next Games to join Netflix as a core studio in a strategic region and key talent market, furthering the two companies’ shared vision and passion for games. As part of Netflix, Next Games will be able to utilize Netflix’s global infrastructure and gain access to new customers in additional geographies. Netflix intends to invest time, resources and capital to support Next Games in continuing to build out its creative and operational capabilities. Netflix will also enable Next Games to improve upon its core strengths of developing entertainment franchise-based mobile games and live services, as well as invest in new business opportunities.

THE TENDER OFFER IN BRIEF

The Offeror and Next Games have on March 2, 2022 entered into the Combination Agreement pursuant to which the Offeror will make the Tender Offer. A brief summary of the Combination Agreement has been provided below under section “The Combination Agreement”.

The Offeror and Next Games have undertaken to comply with the Helsinki Takeover Code issued by the Finnish Securities Market Association (the “Helsinki Takeover Code”) and the Finnish Securities Markets Act (746/2012, as amended) and any related rules and provisions thereof, as applicable.

As at the date of this announcement, Next Games has a total of 30,063,795 issued shares, of which 30,050,385 are outstanding Shares and 13,410 of which are held in treasury, and a total of 2,567,141 outstanding Stock Options, comprising of 74,243 Stock Options 2015 I and II, 108,850 Stock Options 2017 I and II, 318,010 Stock Options 2018 II, 591,985 Stock Options 2019 I and II and 1,474,053 Stock Options 2020 I, II, III and IV. As at the date of this announcement, the Offeror does not hold any Shares in the Company.

The Offer Price

The Share Offer Price is EUR 2.10 in cash for each Share validly tendered in the Tender Offer.

The price offered for each Stock Option validly tendered is EUR 5.74 in cash for each outstanding Stock Option 2015 I (the “Stock Option 2015 I Offer Price”), EUR 3.30 in cash for each outstanding Stock Option 2015 II (the “Stock Option 2015 II Offer Price”), EUR 0.01 in cash for each outstanding Stock Option 2017 I (the “Stock Option 2017 I Offer Price”), EUR 0.96 in cash for each outstanding Stock Option 2017 II (the “Stock Option 2017 II Offer Price”), EUR 0.96 in cash for each outstanding Stock Option 2018 II (the “Stock Option 2018 II Offer Price”), EUR 0.72 in cash for each outstanding Stock Option 2019 I (the “Stock Option 2019 I Offer Price”), EUR 1.25 in cash for each outstanding Stock Option 2019 II (the “Stock Option 2019 II Offer Price”), EUR 1.14 in cash for each outstanding Stock Option 2020 I (the “Stock Option 2020 I Offer Price”), EUR 0.01 in cash for each outstanding Stock Option 2020 II (the “Stock Option 2020 II Offer Price”), EUR 0.50 in cash for each outstanding Stock Option 2020 III (the “Stock Option 2020 III Offer Price”) and EUR 0.79 in cash for each outstanding Stock Option 2020 IV (the “Stock Option 2020 IV Offer Price” and, together with the Stock Option 2015 I Offer Price, Stock Option 2015 II Offer Price, Stock Option 2017 I Offer Price, Stock Option 2017 II Offer Price, Stock Option 2018 II Offer Price, Stock Option 2019 I Offer Price, Stock Option 2019 II Offer Price, Stock Option 2020 I Offer Price, Stock Option 2020 II Offer Price, Stock Option 2020 III Offer Price and Stock Option 2020 IV Offer Price, the ”Stock Option Offer Price”).

The Share Offer Price represents a premium of approximately:

  • 125.6 percent compared to EUR 0.93, i.e. the closing price of the Next Games Share on First North on March 1, 2022, the last trading day immediately preceding the announcement of the Tender Offer;
  • 69.6 percent compared to EUR 1.24, i.e. the six-month volume-weighted average trading price of the Next Games Share on First North immediately preceding the announcement of the Tender Offer; and
  • 38.8 percent compared to EUR 1.51, i.e. the twelve-month volume-weighted average trading price of the Next Games Share on First North immediately preceding the announcement of the Tender Offer.

The Share Offer Price has been determined based on 30,050,385 Shares and the Stock Option Offer Price has been determined based on 2,567,141 Stock Options. Should the number of Shares issued and outstanding in Next Games increase on or after the date hereof as a result of a new share issue, issue of stock options, reclassification, stock split (including a reverse split) or any other measure with such dilutive effect, or should the Next Games distribute a dividend or otherwise distribute funds or any other assets to its shareholders, or if a record date with respect to any of the foregoing shall occur prior to the consummation of the Tender Offer, the Share Offer Price and the Stock Option Offer Price will be reduced accordingly on a euro-for-euro basis.

The Offer Period

The offer period under the Tender Offer is expected to commence on or about March 14, 2022 and to expire on or about April 8, 2022. 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 Tender Offer and applicable laws and regulations, in order to satisfy the conditions to completion of the Tender Offer. The Tender Offer is currently expected to be completed during the second quarter of 2022.

The detailed terms and conditions of the Tender Offer as well as instructions on how to accept the Tender Offer will be included in the Tender Offer Document, which the Offeror expects to publish on or about March 14, 2022.

Recommendation by the Board of Directors of Next Games

The Board of Directors of Next Games, represented by a quorum comprising the non-conflicted members of the Board of Directors, has unanimously decided to recommend that the shareholders and holders of Stock Options of Next Games accept the Tender Offer. The Board of Directors will issue its statement on the Tender Offer before the commencement of the offer period. To support its assessment of the Tender Offer, the Board of Directors of Next Games has received a fairness opinion from Next Games’ financial adviser Alexander Corporate Finance Ltd, according to which the Share Offer Price and the Stock Option Offer Price are fair from a financial point of view from the perspective of the shareholders and holders of Stock Options. The complete fairness opinion will be attached to the statement of the Board of Directors of Next Games.

The statement of the Board of Directors of Next Games regarding the Tender Offer will be published prior to the commencement of the offer period and appended to the Tender Offer Document.

Support by certain major shareholders of Next Games

Certain major shareholders of Next Games, i.e. Jari Ovaskainen and AMC Networks Ventures LLC, together representing in aggregate approximately 43.3 percent of the Shares and votes in Next Games, have irrevocably undertaken to tender into the Tender Offer, subject to certain customary conditions.

Conditions to completion of the Tender Offer

A condition to the completion of the Tender Offer is that the requirements set forth below for the completion of the Tender Offer (the “Conditions to Completion”) are fulfilled on or by the date of the Offeror’s announcement of the final result of the Tender Offer in accordance with Chapter 11, Section 18 of the Finnish Securities Markets Act, or, to the extent permitted by applicable law, their fulfilment is waived by the Offeror:

  • the Tender Offer has been validly accepted with respect to the Shares representing, together with any Shares otherwise held by the Offeror prior to the date of the announcement of the final result of the Tender Offer, more than 90 percent of the Shares and voting rights of the Company calculated in accordance with Chapter 18, Section 1 of the Finnish Companies Act governing the right and obligation to commence compulsory redemption proceedings, on a fully diluted basis;
  • the receipt of all approvals, permits, consents, clearances or other actions (or, or where applicable, the expiry of relevant waiting periods) 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 Tender Offer;
  • no laws or other regulation has been issued or decision by a competent court or regulatory authority has been given that would wholly or in any material part prevent or postpone the completion of the Tender Offer;
  • no fact or circumstance has arisen after the announcement of the Tender Offer that constitute or could reasonably be expected to constitute a material adverse change;
  • the Offeror has not received information with respect to a fact or circumstance that has resulted in a material adverse change (other than any such fact or circumstance fairly disclosed);
  • the Combination Agreement has not been terminated in accordance with its terms and remains in full force and effect;
  • the Board of Directors of the Company has issued the recommendation that the shareholders and holders of Stock Options accept the Tender Offer and the recommendation remains in full force and effect and has not been modified, cancelled or changed (excluding, however, any technical modification or change of the recommendation required under applicable laws or the Helsinki Takeover Code as a result of a competing offer so long as the recommendation to accept the Tender Offer is upheld); and
  • the undertakings by Jari Ovaskainen and AMC Networks, Inc. to accept the Tender 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 only invoke any of the Conditions to Completion so as to cause the Tender 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 Tender Offer, as referred to in the Regulations and Guidelines 9/2013 (Takeover bids and mandatory bids) of the Finnish Financial Supervisory Authority and the Helsinki Takeover Code. The Offeror reserves the right to waive 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 Tender Offer, the Offeror will consummate the Tender Offer in accordance with its terms and conditions after the expiration of the offer period by purchasing the Shares and Stock Options validly tendered in the Tender Offer and paying the Offer Price to the shareholders and holders or Stock Options that have validly accepted the Tender Offer.

Financing

The funds immediately available to the Offeror suffice for completing the Tender Offer and for financing the potential compulsory redemption proceedings in accordance with the Finnish Companies Act. The Offeror’s obligation to complete the Tender Offer is not conditional upon availability of financing.

Future plans concerning the Shares and the Stock Options

The Offeror intends to acquire all the Shares and Stock Options. If as a result of the completion of the Tender Offer, the Offeror’s ownership exceeds 90 percent of all the Shares and votes in the Company, when calculated together with any Shares and Stock Options otherwise held by the Offeror prior to the date of the announcement of the final result of the Tender Offer, on a fully diluted basis:

(a)       the Offeror will commence as soon as reasonably practicable compulsory redemption proceedings in accordance with the Finnish Companies Act for all the Shares not purchased pursuant to the Tender Offer. Thereafter, the Offeror will apply for the Shares in Next Games to be delisted from First North as soon as permitted and reasonably practicable under the applicable laws and regulations and the rules of First North;

(b)       the Stock Options 2015 I and II, the holders of which have not accepted the Tender Offer nor exercised their Stock Options within a time period determined by the Board of Directors of the Company, will cease to exist; and

(c)       the Stock Options 2017 I and II, Stock Options 2018 II, Stock Options 2019 I and II and Stock Options 2020 I, II, III and IV, the holders of which have not accepted the Tender Offer nor exercised their Stock Options within a time period determined by the Board of Directors of the Company, shall be transferred to the Offeror at the Stock Option Offer Price applicable to such Stock Option.

The Combination Agreement

The Combination Agreement between Next Games and the Offeror sets forth the principal terms under which the Offeror will make the Tender Offer.

Under the Combination Agreement, the Board of Directors of Next Games may, at any time prior to the completion of the Tender Offer, withdraw, modify, amend, include conditions to or decide not to issue its recommendation for the shareholders and holders of Stock Options to accept the Tender Offer or take actions contradictory to its earlier recommendation, but only if the Board of Directors of Next Games, on the basis of its fiduciary duties under Finnish laws and regulations (including the Helsinki Takeover Code), considers that, due to materially changed circumstances not connected with a breach of the Company’s obligations under the Combination Agreement, the acceptance of the Tender Offer would no longer be in the best interest of the shareholders and holders of Stock Options, provided, that, if such an action by the Board of Directors of the Company is connected to a superior offer or a competing offer, which the Board of Directors of the Company has determined in good faith to constitute a superior offer, (i) the Board of Directors of the Company has given the Offeror a reasonable opportunity to negotiate and agree with the Board of Directors of the Company on improving the terms of the Tender Offer as contemplated by the Combination Agreement, (ii) the Company has informed the Offeror that the Board of Directors of the Company has determined that such competing offer constitutes a superior offer or would, if announced, constitute a superior offer, as applicable, and (iii) such competing offer has been publicly announced such that it becomes a superior offer.

The Company shall, and shall cause its subsidiary and their respective affiliates and representatives to, (a) not solicit, directly or indirectly, any inquiries or any proposal or offer (including any proposal or offer to shareholders and holders of Stock 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 transactions contemplated in the Combination Agreement, and (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) such competing offer constitutes a superior offer, or would, if announced, constitute a superior offer, as applicable, and provided that the Company complies with certain procedures about matters arising from such competing offer.

The Combination Agreement further includes certain customary representations, warranties and undertakings by both parties, such as conduct of Next Games’ business in the ordinary course of business until the earlier of the date of the extraordinary general meeting of shareholders of the Company to be convened after the Offeror has publicly announced that it will complete the Tender Offer for the purpose of electing new members of the Board of Directors of the Company or the termination of the Combination Agreement in accordance with its terms 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 Tender Offer and the transactions contemplated by the Combination Agreement.

The Combination Agreement may be terminated and the transactions contemplated in the Combination Agreement abandoned by the Company or the Offeror in certain circumstances, including, among others, if any order preventing the consummation of the transactions contemplated in the Combination Agreement 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 or upon a material breach of any warranty or undertaking given by the Company or the Offeror.

ADVISERS

The Offeror has appointed Goldman Sachs & Co. LLC as financial adviser, Danske Bank A/S, Finland Branch as arranger and Borenius Attorneys Ltd as legal adviser in connection with the Tender Offer. Next Games has appointed LionTree Advisors LLC and Alexander Corporate Finance Ltd as the financial advisers and Castrén & Snellman Attorneys Ltd as the legal adviser in connection with the Tender Offer.

Audiocast and conference call 2 March 2022 11:00–11:30 a.m. EET

Next Games will host an English language audiocast and phone conference on the announcement for analysts, and institutional investors at 11:00-11:30 EET on Wednesday March 2, 2022. The audiocast recording can be viewed later on the same day at: www.nextgames.com/investors.

Audiocast can be viewed at: https://nextgames.videosync.fi/2022-03-02-audiocast-11am

Conference call details:

PIN: 76584895#

Finland Toll: +358981710310

Denmark Toll: +45 35445577

Germany Toll: +49 6913803430

Norway Toll: +47 23500243

Sweden Toll: +46 856642651

United Kingdom Toll: +44 3333000804

United States Toll: +1 6319131422

Additional information:

Netflix
Media: pr@netflix.com 
Investor relations: ir@netflix.com.

Next Games
Saara Bergström, Chief Communications Officer
+358 (0) 40 588 3167
Media: press@nextgames.com
Investor relations: investors@nextgames.com

Certified Adviser: Alexander Corporate Finance Oy, tel. +358 (0) 50 520 4098

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 TENDER 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 TENDER OFFER, IN, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA. INVESTORS SHALL ACCEPT THE TENDER 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 TENDER OFFER IS NOT BEING MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW AND, WHEN PUBLISHED, THE TENDER 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 TENDER 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 TENDER 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 TENDER OFFER RESULTING DIRECTLY OR INDIRECTLY FROM A VIOLATION OF THESE RESTRICTIONS WILL BE INVALID.

THIS COMPANY RELEASE HAS BEEN PREPARED IN COMPLIANCE WITH FINNISH LAW, THE RULES OF FIRST NORTH 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 holders of Stock Options in the United States

Shareholders and holders of Stock Options in the United States are advised that the Shares are not listed on a U.S. securities exchange and that Next Games 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 Tender Offer will be made for the issued and outstanding shares and stock options of Next Games, which is domiciled in Finland, and is subject to Finnish disclosure and procedural requirements. The Tender Offer is made in the United States pursuant to Section 14(e) and Regulation 14E under the Exchange Act, subject to the exemption provided by Rule 14d-1(d) (“Tier II Exemption”) under the Exchange Act, and otherwise in accordance with the disclosure and procedural requirements of Finnish law, including with respect to the Tender Offer settlement procedures, withdrawal and timing of payments, which are different from those of the United States. 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 Tender Offer is made to the shareholders and holders of Stock Options resident in the United States on the same terms and conditions as those made to all other shareholders and holders of Stock Options to whom an offer is made. Any informational documents, including this announcement, are being disseminated to U.S. shareholders and holders of Stock Options on a basis comparable to the method that such documents are provided to other shareholders or holders of Stock Options.

The Offeror, its affiliates and affiliates of its financial adviser may purchase or arrange to purchase securities of Next Games in compliance with Finnish law if certain conditions are satisfied. These restrictions include the following, among others: (i) such purchases cannot occur in the U.S., (ii) to the extent information about such purchases or arrangements to purchase is made public in Finland, such information must be disclosed by means of a press release or other means reasonably calculated to inform U.S. shareholders of Next Games and holders of Stock Options of such information, and (iii) the consideration in the Tender Offer must be increased to match any consideration paid outside of the Tender Offer.

Neither the SEC nor any U.S. state securities commission has approved or disapproved the Tender Offer, passed upon the merits or fairness of the Tender Offer, or passed any comment upon the adequacy, accuracy or completeness of the disclosure in relation to the Tender Offer. Any representation to the contrary is a criminal offence in the United States.

The receipt of cash pursuant to the Tender Offer by a U.S. shareholder or holder of Stock 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 shareholder or holder of Stock Options is urged to consult its independent professional advisers immediately regarding the tax consequences of accepting the Tender Offer.

It may be difficult for shareholders or holders of Stock Options to enforce their rights and any claims they may have arising under the U.S. federal securities laws, since Next Games is located in a non-U.S. jurisdiction and some or all of its respective officers and directors may be residents of non-U.S. jurisdictions. Shareholders or holders of Stock Options may not be able to sue Next Games or its 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 Next Games and its respective affiliates to subject themselves to a U.S. court’s judgment.

Disclaimer

Goldman Sachs & Co. LLC is acting exclusively for the Offeror and no one else in relation to the Tender Offer or the matters referred to in this document, will not regard any other person than the Offeror as its client in relation to the Tender Offer and will not be responsible to anyone other than the Offeror for providing the protections afforded to its clients nor for providing advice in relation to the Tender Offer or any other transaction or arrangement referred to in this document.

Danske Bank A/S, Finland Branch is acting exclusively for the Offeror and no one else in relation to the Tender Offer or the matters referred to in this document, will not regard any other person than the Offeror as its client in relation to the Tender Offer and will not be responsible to anyone other than the Offeror for providing the protections afforded to its clients nor for providing advice in relation to the Tender Offer or any other transaction or arrangement referred to in this document.


Related Links: 
Author:
Copyright GlobeNewswire, Inc. 2016. All rights reserved.
You can register yourself on the website to receive press releases directly via e-mail to your own e-mail account.