THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
AUSTRALIA, CANADAOR 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 2022regarding 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 CapitalMarkets 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 0.60968per share. Offer Period: From and including 30 May 2022until 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 Exchangein 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: firstname.lastname@example.org 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, Australiaand 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 Statesby 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 Stateslegal 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 Norwayby 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 Statesto 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 Statesmay 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 Commissionnor 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.
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