Skybound Game Studios, Inc — Обязательный запуск на 5th Planet Games A/S.

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN AUSTRALIA, CANADA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH
SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL

Reference is made to the stock exchange announcement on 29 April 2022 regarding
the completion by Skybound Game Studios, Inc. ("Skybound") of the subscription
of 36,129,608 new shares in 5th Planet Games A/S ("5PG") which triggered an
obligation for Skybound to make a mandatory offer pursuant to the Danish Capital
Markets Act. 

Skybound is today launching a mandatory offer to acquire all the shares in 5PG
that are not already owned by Skybound (the "Offer"). 

Offer Price: NOK 0.60968 per share.
Offer Period: From and including 30 May 2022 until 16:30 (Norwegian time) on 27
June 2022. 
Settlement: Cash settlement in NOK within two weeks after the expiry of the
Offer Period.

The terms and conditions of the Offer are set out in an offer document prepared
by Skybound dated 27 May 2022 (the "Offer Document"), which has been approved by
the Oslo Stock Exchange in its capacity as take-over supervisory authority. The
Offer may only be accepted on the basis of the Offer Document, which will be
distributed to the 5PG's shareholders as registered in VPS on 27 May 2022,
except for shareholders in jurisdictions where it may not be lawfully
distributed. 

The Offer Document may also be obtained free of charge at the offices of the
receiving agent:
Norne Securities AS
Street address: Jonsvollgaten 2
Tel: +47 55 55 91 30
E-mail: aksept@norne.no

The Offer Document is, subject to regulatory restrictions in certain
jurisdictions, also available at the following webpage: www.norne.no.

About Skybound: Skybound together with its affiliates constitute one of the
world's leading entertainment companies, producing video games, comics, movies,
television, board games, merchandise and books. Skybound is best known for the
worldwide hit intellectual properties (IP) The Walking Dead and Invincible.
Skybound holds strategic partnerships across the entertainment industry, and has
the in-house capabilities to serve as publisher, producer, and global
distributor for tabletop and video games. For the most up to date information on
Skybound, follow the company at www.skybound.com


* * *


Offer restrictions: The distribution of the Offer Document and the making of the
Offer may in certain jurisdictions (including, but not limited to, Canada,
Australia and Japan) be restricted by law ("Restricted Jurisdictions").
Therefore, persons obtaining the Offer Document or into whose possession the
Offer Document otherwise comes, are required to, and should inform themselves of
and observe, all such restrictions. 

The Offer Document is not directed to persons whose participation in the Offer
requires that further offer documents are issued or that registration or other
measures are taken, other than those required under Norwegian law. No document
or materials relating to the Offer may be distributed in or into any
jurisdiction where such distribution or offering requires any of the
aforementioned measures to be taken or would be in conflict with any law or
regulation of such a jurisdiction. In the event of such distribution or offering
still being made, an acceptance form sent from such a country may be
disregarded. 

The Offer Document does not represent an offer to acquire or obtain securities
other than 5PG shares. The Offer is not open to any 5PG shareholder in any
jurisdiction in which it is unlawful for any person to receive or accept the
Offer. No action has been taken to permit the distribution of the Offer in any
jurisdiction where action would be required for such purposes (except Norway). 

The Offer is not being made and will not be made, directly or indirectly, in or
into the Restricted Jurisdictions. The Offer Document, and any and all materials
related thereto, should not be sent or otherwise distributed in or into the
Restricted Jurisdictions, and the Offer cannot be accepted by any such use,
means or instrumentality, in or from within Restricted Jurisdictions.
Accordingly, copies of the Offer Document and any related materials are not
being, and must not be, sent or otherwise distributed in or into or from any
Restricted Jurisdiction or, in their capacities as such, to custodians, trustees
or nominees holding shares of 5PG for persons in any Restricted Jurisdictions,
and persons receiving any such documents (including custodians, nominees and
trustees) must not distribute or send them in, into or from any Restricted
Jurisdiction. Any purported acceptance of the Offer resulting directly or
indirectly from a violation of these restrictions will be invalid. 

Notice to shareholders in the United States: The Offer is made to 5PG
shareholders resident in the United States by Skybound and not by any other
person. The Offer is for the shares of a Danish company listed for trading on
Euronext Expand Oslo, a regulated market operated by Oslo Børs, and is governed
by provisions of Norwegian and Danish securities laws. Those provisions differ
considerably from the corresponding United States legal provisions. In addition,
applicable disclosure requirements of Norwegian law are different than those of
the U.S. securities laws in certain material respects. The Offer is being made
in reliance upon exemptions afforded by Rule 14d-1(c) under the U.S. Securities
Exchange Act of 1934 (the "Exchange Act"). The timing of payments, settlement
procedures, and other timing and procedural matters of the Offer are consistent
with Norwegian practice, which differs from U.S. domestic tender offer
procedures. 

Pursuant to an exemption provided from Rule 14e-5 under the Exchange Act,
Skybound may acquire, or make arrangements to acquire, 5PG shares or any
securities that are convertible into or exchangeable or exercisable for 5PG
shares, other than pursuant to the Offer, on or off Euronext Expand Oslo or
otherwise during the period in which the Offer remains open for acceptance, so
long as those acquisitions or arrangements comply with applicable Norwegian law
and practice and the provisions of such exemption. These purchases may occur
either in the open market at prevailing prices or in private transactions at
negotiated prices. To the extent information about such purchases or
arrangements to purchase is made public in Norway, such information will be
disclosed as required in Norway by means of a press release or other means
reasonably calculated to inform U.S. shareholders of 5PG. It may be difficult
for 5PG shareholders resident in the United States to enforce their rights and
any claims they may have under U.S. federal securities laws, because 5PG is a
Danish company listed on a Norwegian stock exchange. 5PG shareholders resident
in the United States may not be able to sue a foreign company or its affiliates
in a foreign court for violations of U.S. securities laws, and it may be
difficult to compel a foreign company or its affiliates to subject themselves to
the jurisdiction and judgment of a court in the United States. Neither the
United States Securities and Exchange Commission nor any U.S. state securities
commission has approved or disproved or passed judgment upon the adequacy or
accuracy of the information contained in this Offer Document, the fairness or
the merits of the Offer, or determined if this Offer Document is adequate,
accurate or complete.

Для получения дополнительной информации нажмите здесь

© Oslo Bors ASA, источник Фондовая биржа Осло

Leave a Comment