RNS Number:3460M
Glu Mobile
23 January 2008
Not for release, publication or distribution, in whole or in part in, into or
from any jurisdiction where to do so would constitute a violation of the
relevant laws of such jurisdiction
23 January 2008
RECOMMENDED CASH OFFER
by
GLU MOBILE INC.
for
SUPERSCAPE GROUP PLC
Summary
* The Boards of Glu Mobile Inc. (Glu) and Superscape Group plc (Superscape) are pleased to
announce that they have agreed the terms of a recommended cash offer to be made by Glu for
the entire issued share capital of Superscape.
* The Offer will be 10 pence in cash for each Superscape Share, valuing the entire issued
share capital of Superscape at approximately GBP18.3 million.
* The Offer represents a premium of approximately:
- 29.0 per cent. to the Closing Price of 7.75 pence per Superscape Share on 22
January 2008, being the last Business Day prior to the date of this announcement;
- 51.5 per cent. to the Closing Price of 6.60 pence per Superscape Share on 28
November 2007, being the last Business Day prior to the commencement of the Offer
Period; and
- 73.7 per cent. to the average Closing Price of 5.76 pence per Superscape Share for
the one month ended 28 November 2007, being the last Business Day prior to the
commencement of the Offer Period.
* The Superscape Directors, who have been so advised by Close Brothers, consider the terms of
the Offer to be fair and reasonable. In providing advice to the Superscape Directors, Close
Brothers has taken into account the commercial assessments of the Superscape Directors. The
Superscape Directors believe that the Offer represents a significant premium and is in the
best interests of Superscape Shareholders. Accordingly, the Superscape Directors unanimously
recommend that Superscape Shareholders accept the Offer, as they themselves have irrevocably
undertaken to do (or to procure to be done) in respect of their entire beneficial
shareholdings comprising in aggregate 2,329,698 Superscape Shares, representing
approximately 1.27 per cent. of the entire issued share capital of Superscape. These
irrevocable undertakings will remain binding in the event of a competing offer being made
for Superscape and will cease to be binding only if the Offer lapses or is withdrawn.
* Glu has also received irrevocable undertakings from certain other Superscape Shareholders,
in respect of, in aggregate, 42,386,054 Superscape Shares, representing approximately 23.15
per cent. of the entire issued share capital of Superscape. Furthermore, Glu has received a
letter of intent to accept the Offer in respect of 17,470,478 Superscape Shares,
representing approximately 9.54 per cent. of the entire issued share capital of Superscape.
Accordingly, Glu has received irrevocable undertakings and a letter of intent to accept the
Offer representing, in aggregate, 33.96 per cent. of the entire issued share capital of
Superscape.
* Glu is a leading global publisher of mobile games. Glu believes that the acquisition of
Superscape will provide Glu with a number of benefits, including adding meaningful scale to
its existing business in the United States, demonstrated leadership in 3D games and
technology, and a talented and enthusiastic team with experience in mobile games.
* The Offer Document and the Form of Acceptance will be posted to Superscape Shareholders
(and, for information only, to Superscape Option Holders) by no later than 20 February 2008.
Copies of the Offer Document and the Form of Acceptance will be available from Capita
Registrars at Corporate Actions, P.O. Box 166, The Registry, 34 Beckenham Road, Beckenham,
Kent BR3 4TU, UK.
Commenting on the Offer, Glu's Chief Executive Officer, L. Gregory Ballard,
said:
"This Offer represents an important step in Glu's strategy to become the number
one mobile games publisher in the world. Superscape's strong market position in
the United States, heritage in 3D technology and unique position as a leading
white label publisher are a perfect complement to Glu's global publishing and
distribution capabilities."
Commenting on the Offer, Superscape's Non-Executive Chairman, Laurence A Quinn
(known as Larry A Quinn), said:
"I am very pleased that we have been able to reach agreement on the terms of
this transaction, which I believe is the right strategic outcome for Superscape,
offering certainty and value to our shareholders. I am confident that Superscape
will make a significant contribution to the future of the combined business."
Enquiries:
Glu Mobile Inc.
Nicole Kennedy +1 650 571 1550
Lazard (financial adviser to Glu)
Cyrus Kapadia +44 (0)20 7187 2000
Jeffrey Sechrest +1 212 632 6000
Terence Fung +1 415 623 5000
The Blueshirt Group (PR adviser to Glu)
Todd Friedman +1 415 217 5869
Superscape Group plc +1 949 940 2840
Kevin Roberts
Dave Goodman
Close Brothers (financial adviser to Superscape) +44 (0)20 7655 3100
Simon Willis
James Craven
Hudson Sandler (PR adviser to Superscape) +44 (0)20 7796 4133
Jessica Rouleau
Further information
This summary should be read in conjunction with the full text of the following
announcement.
The conditions to which the Offer will be subject are set out in Appendix 1 to
this announcement. Further details on irrevocable undertakings and the letter of
intent are set out in Appendix 2 to this announcement. Appendix 3 contains the
bases and sources of certain information contained in this announcement.
Appendix 4 to this announcement contains definitions of certain terms and
expressions used in this announcement. The appendices form part of, and should
be read in conjunction with, this announcement.
For further information on Glu and Superscape, please see www.glu.com and
www.superscape.com respectively.
This announcement does not constitute, or form part of, an offer or solicitation
of any offer to sell or an invitation to purchase any securities or the
solicitation of an offer to buy any securities, pursuant to the Offer or
otherwise. The Offer will be made solely by means of the Offer Document and the
Form of Acceptance, which contain the full terms and conditions of the Offer,
including details of how the Offer may be accepted. Any acceptance or other
response to the Offer should be made on the basis of the information in the
Offer Document and the Form of Acceptance.
The availability of the Offer to persons who are not resident in the United
Kingdom or the United States may be affected by the laws of the relevant
jurisdictions in which they are located. Persons who are not resident in the
United Kingdom or the United States should inform themselves about, and observe,
any applicable legal or regulatory requirements.
The release, publication or distribution of this announcement in jurisdictions
other than the UK or the United States may be restricted by law and therefore
any persons who are subject to the laws of any jurisdiction other than the UK
should inform themselves about, and observe, any applicable requirements. Any
failure to comply with the applicable requirements may constitute a violation of
the securities laws of any such jurisdiction. This announcement has been
prepared for the purpose of complying with English law and the Code and the
applicable requirements of the United States federal and state securities laws
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 the UK or the United States.
Copies of this announcement are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in or into or
from any Restricted Jurisdiction and persons receiving this announcement
(including, without limitation, custodians, nominees and trustees) must not mail
or otherwise forward, distribute or send it in or into or from any Restricted
Jurisdiction.
The Offer will be subject to the applicable rules and regulations of the UK
Listing Authority, the London Stock Exchange, the Code and the applicable
requirements of the United States federal and state securities laws.
Further details in relation to overseas shareholders are contained in the Offer
Document.
This announcement contains certain forward-looking statements with respect to
the plans, objectives and expected performance of Superscape and Glu. Such
statements relate to events and depend on circumstances that will occur in the
future and are subject to risks, uncertainties and assumptions. There are a
number of factors which could cause actual results and developments to differ
materially from those expressed or implied by such forward-looking statements
including, among others, the risk that the Offer is not consummated in a timely
manner (if at all); the risk that the anticipated benefits of the combination of
the Glu and Superscape businesses will not materialise; the enactment of
legislation or regulation that may impose costs or restrict activities; the
renegotiation of contracts or licences; risks regarding the loss of key wireless
carrier customers or subscribers; risks relating to the integration of the
businesses of Glu and Superscape including that such integration efforts may
result in unforeseen operating difficulties and expenditures; risks related to
the diversion of management's attention from ongoing business operations as a
result of the Offer process; risks relating to employee retention; fluctuations
in demand and pricing in the mobile industry; fluctuations in exchange controls;
changes in government policy and taxations; industrial disputes; war and
terrorism. This list is not exhaustive of the factors that may affect the
forward-looking information. These and other factors should be considered
carefully and undue reliance should not be placed on such forward-looking
information. Although this announcement has attempted to identify important
factors that could cause actual actions, events or results to differ materially
from those described in forward-looking statements, there may be other factors
that cause actions, events or results to differ materially from those
anticipated, estimated or intended and therefore there can be no assurance that
forward-looking statements will prove accurate. Forward-looking statements
contained in this announcement in respect of Superscape and/or Glu are made as
of the date of this announcement based on the opinions and estimates of
management. Subject to requirements to update under any applicable regulation or
law, Superscape and/or Glu disclaim any obligation to update any forward-looking
statements, whether as a result of new information, estimates or opinions,
future events, results or otherwise. Information on some risks and uncertainties
are described in the "Risk Factor" section of Glu's Form 10-Q for the quarter
ended 30 September 2007, filed with the U.S. Securities and Exchange Commission
on 14 November 2007. Copies of the Form 10-Q are available from Glu's web page
at www.glu.com.
USA Shareholders
The Offer will be made for the securities of a foreign company. The Offer will
be subject to disclosure requirements of a foreign country that are different
from those of the United States. Financial statements which may be included in
the Offer Document, if any, may have been prepared in accordance with foreign
accounting standards that may not be comparable to the financial statements of
United States companies.
It may be difficult for you to enforce your rights and any claim you may have
arising under the federal securities laws, since some or all of Glu's officers
and directors may be residents of a foreign country.
You should be aware that Glu and its officers, directors and "affiliates" as
defined under Rule 12b-2 promulgated under the United States Securities Exchange
Act of 1934, as amended (Affiliates), Lazard and its Affiliates, any advisor to
Glu and its officers, directors and/or Affiliates or to Lazard or its Affiliates
(including those whose compensation is dependent on the completion of the Offer)
and any person acting, directly or indirectly, in concert with any of the
aforementioned persons, in connection with any purchase or arrangement to
purchase any Superscape Shares or any related securities, may purchase
securities otherwise than under the Offer, such as in open market or privately
negotiated purchases. Any such purchases will be reported in the United Kingdom
via a Regulatory Information Service.
USA SHAREHOLDERS AND OTHER PERSONS SUBJECT TO TAXATION IN THE UNITED STATES ARE
STRONGLY URGED TO CONSULT THEIR OWN TAX ADVISOR TO DETERMINE THE TAX
CONSEQUENCES TO THEM (INCLUDING THE APPLICATION AND EFFECT OF ANY UNITED STATES
FEDERAL, STATE, LOCAL OR OTHER INCOME AND OTHER TAX LAWS) OF THE OFFER AND THE
TRANSACTIONS CONTEMPLATED BY THE OFFER.
Additional information about the Offer and where to find it
Glu has filed a Form 8-K with the United States Securities and Exchange
Commission (the "SEC") containing this announcement and other relevant materials
related to the proposed acquisition of Superscape by Glu. The Form 8-K and any
other documents filed by Glu with the SEC may be obtained free of charge at the
SEC's web site at www.sec.gov. In addition, investors and security holders may
obtain free copies of the documents filed by Glu with the SEC by contacting
Nicole Kennedy, Glu's Senior Director of Global Public Relations, at +1 (650)
532-2488. Superscape Shareholders are urged to read this announcement and the
other relevant materials before making any voting or investment decision with
respect to the Offer because they contain important information about Glu,
Superscape and the Offer.
Rule 8 disclosures
Under the provisions of Rule 8.3 of the Code, if any person is or becomes
"interested" (directly or indirectly) in one per cent. or more of any class of
"relevant securities" of Superscape, all "dealings" in any "relevant securities"
of Superscape by such person (including by means of an option in respect of, or
a derivative referenced to, any such "relevant securities") must be publicly
disclosed by no later than 3.30 p.m. (London time) on the business day following
the date of the relevant transaction. This requirement will continue until the
date on which the Offer becomes, or is declared, unconditional as to
acceptances, lapses or is otherwise withdrawn or on which the "offer period"
otherwise ends. If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire an "interest" in "relevant
securities" of Superscape, they will be deemed to be a single person for the
purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all dealings in "relevant
securities" of Superscape, by Glu or Superscape, or by any of their respective
"associates", must be disclosed by no later than 12.00 noon (London time) on the
business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the
Panel's website.
If you are in any doubt as to whether or not you are required to disclose a
"dealing" under Rule 8, you should contact an independent financial adviser
authorised under the Financial Services and Markets Act 2000, if you are in the
UK or, if not, an appropriate authorised independent financial adviser or
consult the Panel's website at www.thetakeoverpanel.org.uk or contact the Panel
by telephone (+44 (0)
20 7638 0129) or by fax (+44 (0) 20 7236 7013).
Lazard, which is authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively as financial adviser to Glu and no one
else in connection with the Offer and this announcement and will not be
responsible to anyone other than Glu for providing the protections afforded to
clients of Lazard, nor for providing advice in connection with the Offer or this
announcement or any matter referred to in this announcement.
Close Brothers, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively as financial adviser to
Superscape and no one else in connection with the Offer and this announcement
and will not be responsible to anyone other than Superscape for providing the
protections afforded to clients of Close Brothers, nor for providing advice in
connection with the Offer or this announcement or any matter referred to in this
announcement.
Not for release, publication or distribution in whole or in part in, into or
from any jurisdiction where to do so would constitute a violation of the
relevant laws of such jurisdiction
23 January 2008
RECOMMENDED CASH OFFER
by
GLU MOBILE INC.
for
SUPERSCAPE GROUP PLC
1. INTRODUCTION
The Boards of Glu and Superscape are pleased to announce that they have agreed the terms of
a recommended cash offer to be made by Glu for the entire issued share capital of
Superscape.
The formal Offer will be set out in the Offer Document, which will be posted to Superscape
Shareholders (and, for information only, to Superscape Option Holders) by no later than 20
February 2008.
2. TERMS OF THE OFFER
The Offer, which will be on the terms and conditions set out in Appendix 1 to this
announcement and is subject to the further terms set out in the Offer Document and the Form
of Acceptance, will be made on the following basis:
for each Superscape Share 10 pence in cash
The Offer values the entire issued share capital of Superscape at approximately GBP18.3
million. The Offer represents a premium of approximately:
- 29.0 per cent. to the Closing Price of 7.75 pence per Superscape Share on 22
January 2008, being the last Business Day prior to the date of this announcement;
- 51.5 per cent. to the Closing Price of 6.60 pence per Superscape Share on 28
November 2007, being the last Business Day prior to the commencement of the Offer
Period; and
- 73.7 per cent. to the average Closing Price of 5.76 pence per Superscape Share for
the one month ended 28 November 2007, being the last Business Day prior to the
commencement of the Offer Period.
The Superscape Shares to be acquired pursuant to the Offer will be acquired fully paid and
free from all liens, equities, charges, mortgages, encumbrances, rights of pre-emption and
any other third party rights or interests whatsoever and together with all rights now or
hereafter attaching thereto, including voting rights and, without limitation, the right to
receive and retain in full all dividends and other distributions (if any) declared, made or
paid on or after the date of this announcement.
3. RECOMMENDATION
The Superscape Directors, who have been so advised by Close Brothers, consider the terms of
the Offer to be fair and reasonable. In providing advice to the Superscape Directors, Close
Brothers has taken into account the commercial assessments of the Superscape Directors.
Accordingly, the Superscape Directors unanimously recommend that the Superscape Shareholders
accept the Offer, as they themselves have irrevocably undertaken to do (or to procure to be
done) in respect of their entire beneficial shareholdings comprising, in aggregate 2,329,698
Superscape Shares, representing 1.27 per cent. of Superscape's existing issued share
capital. These irrevocable undertakings will remain binding in the event of a competing
offer being made for Superscape and will cease to be binding only if the Offer lapses or is
withdrawn.
4. BACKGROUND TO AND REASONS FOR RECOMMENDING THE OFFER
Superscape was formed in 1993 and was admitted to the Official List in 1994. Since then,
Superscape's focus has been to build on its core strengths of technical expertise,
creativity and innovation in the 3D technology and tools arena. Over the past decade, this
marketplace has evolved rapidly and a growing opportunity in mobile gaming has developed. In
response to this opportunity, Superscape has adapted its business model. In recent years,
Superscape's strategy has de-emphasised its technology and tools business and focused
instead on building and publishing a portfolio of successful mobile gaming titles and
increasing the proportion of titles which are based on Superscape's own intellectual
property.
In recent months, the Superscape Directors have been mindful that Superscape's share price
performance has been impaired, in their view, by a number of factors, including the
company's relatively small scale and resultant illiquidity. Consequently, the Superscape
Directors have had cause to weigh both the costs and benefits of maintaining an independent
London listing, with the potential (but uncertain) future growth in equity value for
investors, against the certainty of the immediate and significant premium for Superscape
being offered by a potential offeror such as Glu.
Accordingly, following an approach by Glu, the Superscape Board has held detailed
discussions regarding the terms of a potential acquisition of Superscape by Glu. The
Superscape Board believes that the strategic rationale for a combination with Glu is
attractive. The Offer represents a significant premium of 51.5 per cent. to the Closing
Price of 6.60 pence per Superscape Share on 28 November 2007 (being the last Business Day
prior to the commencement of the Offer Period) and the Superscape Board believes that the
Offer is in the best interests of Superscape Shareholders.
5. IRREVOCABLE UNDERTAKINGS
Glu has received irrevocable undertakings to accept, or procure the acceptance of, the Offer
from the Superscape Directors in respect of their entire beneficial shareholdings amounting
to, in aggregate, 2,329,698 Superscape Shares, representing approximately 1.27 per cent. of
the entire issued share capital of Superscape.
Glu has also received irrevocable undertakings to accept, or procure the acceptance of, the
Offer from certain other Superscape Shareholders in respect of, in aggregate, 42,386,054
Superscape Shares, representing approximately 23.15 per cent. of the entire issued share
capital of Superscape. Furthermore, Glu has received a letter of intent to accept the Offer
in respect of 17,470,478 Superscape Shares, representing approximately 9.54 per cent. of the
entire issued share capital of Superscape.
Accordingly, Glu has received irrevocable undertakings and a letter of intent to accept, or
procure the acceptance of, the Offer in respect of, in aggregate, 62,186,230 Superscape
Shares, representing approximately 33.96 per cent. of the entire issued share capital of
Superscape.
Details of the persons giving irrevocable undertakings and the letter of intent, and the
number of Superscape Shares to which they relate, are set out in Appendix 2 to this
announcement.
6. BACKGROUND TO AND REASONS FOR THE OFFER
Glu believes the acquisition of Superscape will provide Glu with a number of benefits,
including adding meaningful scale to its existing business in the United States,
demonstrated leadership in 3D games and technology, and a talented and enthusiastic team
with experience in mobile games.
7. INFORMATION ON GLU
Glu is a company incorporated under the laws of the State of Delaware, USA. Glu is a leading
global publisher of mobile games. Glu has developed and published a portfolio of more than
100 casual and traditional games to appeal to a broad cross-section of over one billion
subscribers served by over 150 wireless carriers and other distributors. Glu creates games
and related applications based on third-party licensed brands and other intellectual
property, as well as on its own original brands and intellectual property. Glu's games based
on licensed intellectual property include Deer Hunter, Diner Dash, Sonic the Hedgehog,
Transformers, World Series of Poker and Zuma. Glu's games based on original intellectual
property include Alpha Wing, Ancient Empires, Blackjack Hustler, Brain Genius, My Hangman,
Stranded and Super K.O. Boxing.
For the nine months ended 30 September 2007, Glu reported revenue of USD48.7 million (for
the nine months ended 30 September 2006: USD31.9 million) and loss before taxation of USD1.6
million (for the nine months ended 30 September 2006: a loss before taxation of USD9.6
million). As at 30 September 2007, Glu had total assets of USD152.3 million.
Glu Shares are listed on The Nasdaq Stock Market. Based on the closing price of Glu's Shares
on The Nasdaq Stock Market on 28 November 2007, being the last Business Day prior to the
commencement of the Offer Period, Glu's market capitalisation was approximately USD149.2
million.
8. INFORMATION ON SUPERSCAPE
Superscape was founded in 1993 and has since become a leading publisher of 3D games for use
on mobile phones. The company combines highly creative teams of game developers with
in-depth technical knowledge of game creation and a dedicated R&D team specialising in 3D
graphics tools and technology. These characteristics have led to Superscape being selected
to deliver 3D games to market for a number of network operators, including Verizon, Alltel,
AT&T, T-Mobile and Sprint.
Superscape is now ranked among the top 5 North American mobile games publishers according to
the Nielsen Mobile Research Report for Q3 2007. It has risen to this position in the
rankings just 5 months after entering the top 10 in April 2007.
Superscape develops games based on its own original ideas as well as on brands and other
intellectual property it licenses from third parties such as 20th Century Fox, Universal
Studios, Sony Pictures Mobile and Global Wireless Entertainment. Games developed based on
its own original ideas include Gum Blox, Capone Casino, Sudoku, Paintball Challenge and
Classic Mini Golf. Games developed based on licensed brands or other intellectual property
include Alien versus Predator, Fox Motocross, AMF Extreme Bowling, Dodgeball, Fight Club,
Harlem Globetrotters and Independence Day.
Superscape has implemented several innovative programs to drive revenue and profitability.
These programs include a white label partnership with Verizon Wireless, a mobile gaming
community initiative with Alltel and, as a result of Superscape's heritage and expertise
with 3D tools and technology, long-standing collaboration with many of the leading handset
manufacturers such as Motorola and Nokia.
Superscape has approximately 135 employees and has its headquarters in San Clemente,
California, USA as well as offices in Fleet, Hampshire, UK, and Moscow, Russia. Its shares
started trading on the Official List of the London Stock Exchange on 27 April 1994.
For the year ended 31 January 2007, Superscape had revenues of GBP8.3 million (2006: GBP4.0
million) and operating loss before exceptional items of GBP3.6 million (2006: GBP9.8 million
loss). As at 31 July 2007, the total assets of Superscape were USD22.9 million (2006:
USD30.8 million), net assets were USD18.4 million (2006: USD22.1 million) and net cash was
USD10.7 million (2006: USD16.0 million).
9. MANAGEMENT AND EMPLOYEES
Glu attaches great importance to the skills and experience of the current management team
and employees of Superscape and is optimistic that they will make a valuable contribution to
the future of the combined business.
Accordingly, Glu intends to continue to maintain Superscape's strong market position in the
United States and its position as one of the leading white label publishers. In order to
ensure a successful combination, Glu will assess all aspects of the combined business,
including the benefits of maintaining or modifying the location of certain business
functions and/or whether it is beneficial to re-allocate certain fixed assets. Glu has,
however, given assurances to the Superscape Directors that, upon the Offer becoming or being
declared unconditional in all respects, the existing employment rights of Superscape Group
management, including Kevin Roberts (Chief Executive Officer) and Dave Goodman (Chief
Financial Officer), and employees will continue to be safeguarded and pension obligations
complied with.
The non-executive Superscape Directors have agreed to resign from the Superscape Board
following the Offer becoming or being declared unconditional in all respects and will be
paid in full in respect of their notice periods.
10. SUPERSCAPE SHARE OPTION SCHEMES
The Offer extends to any Superscape Shares unconditionally allotted or issued and fully paid
whilst the Offer remains open for acceptance (or by such earlier time and/or date as Glu
may, subject to the Code, determine) including any such shares allotted or issued and fully
paid as a result of the exercise of options under the Superscape Share Option Schemes.
Glu will make appropriate proposals in due course to Superscape Option Holders.
11. FINANCING OF THE OFFER
The consideration payable under the Offer will be financed from Glu's existing cash
resources.
Lazard, which is acting as financial adviser to Glu, is satisfied that Glu has the necessary
financial resources available to satisfy full acceptance of the Offer. Full acceptance of
the Offer, based on 183,098,860 Superscape Shares in issue at the date of this announcement,
would involve a maximum cash payment of approximately GBP18.3 million.
12. MUTUAL BREAK FEE
In consideration of Glu committing time and personnel to due diligence in connection with
the Offer and as an inducement to Glu to make the Offer, Superscape has agreed to pay to Glu
a break fee of GBP179,997.50 (inclusive of any VAT unless recoverable), on the first to
occur of any of the following events:
(i) after the date of this announcement all or a majority of Superscape's Directors
withdraw or modify their recommendation of the Offer in a manner adverse to Glu and
thereafter the Offer is not made or is made but lapses or is withdrawn in
accordance with its terms; or
(ii) after the date of this announcement but before the Offer lapses or is withdrawn in
accordance with its terms: (a) a Competing Offer is recommended by the Superscape
Directors or (b) a definitive agreement is executed with a third party (other than
Glu or any of its Associates or any person acting in concert with Glu) which is
consummated and results in the sale of all or substantially all of the assets of
Superscape and as a result the Offer is not made or is made but lapses or is
withdrawn in accordance with its terms.
The break fee will not be payable if prior to the occurrence of any of the trigger events
set out above, either Glu is no longer willing or able to proceed with the Offer or the
reverse break fee (detailed below) is payable.
For the purpose of this paragraph 12, Competing Offer means a takeover offer pursuant to
section 974 of the Companies Act 2006 by or on behalf of a third party (other than Glu or
any of its Associates or any person acting in concert with Glu) or a scheme of arrangement
pursuant to section 425 of the Companies Act 1985 between Superscape and all or some of its
members where the effect of such scheme is to vest the entire issued share capital of
Superscape in a third party (other than Glu or any of its Associates or any person acting in
concert with Glu).
Glu has also agreed to pay Superscape a reverse break fee of a sum equal to one per cent. of
the Offer value if, following the making of this announcement the Offer lapses or is
withdrawn as a result of a failure to satisfy any of the conditions of the Offer which are
substantially in the control of Glu or the shareholders of Glu.
Nothing in the break fee letter shall oblige Superscape to pay any amount which the Panel
determines would not be permitted by Rule 21.2 of the Code.
13. INTERESTS IN SUPERSCAPE SHARES
As at 22 January 2008, being the last Business Day prior to this announcement and save for
the irrevocable undertakings and letter of intent referred to in Appendix 2 of this
announcement, neither Glu nor, so far as Glu is aware, any person deemed to be acting in
concert (as defined in the Code) with Glu owned, controlled or held any Superscape Shares or
any securities convertible or exchangeable into, or rights to subscribe for or purchase, or
held any options to purchase, any Superscape Shares or had entered into any derivative
referenced to Superscape Shares which remained outstanding. In the interests of
confidentiality prior to this announcement, Glu has not yet made any enquiries in this
respect of certain parties who may be presumed for the purposes of the Code to be acting in
concert with Glu in relation to the Offer.
14. COMPULSORY ACQUISITION, DELISTING AND CANCELLATION OF TRADING
Upon the Offer becoming or being declared unconditional in all respects, Glu intends to
apply the provisions of sections 979 to 991 (inclusive) of the Companies Act 2006 to acquire
compulsorily all remaining Superscape Shares on the same terms as the Offer.
It is Glu's intention that, following the Offer becoming or being declared unconditional in
all respects, Glu will procure that Superscape applies to the UK Listing Authority for the
cancellation of listing of Superscape Shares on the Official List and to the London Stock
Exchange for the cancellation of admission to trading of Superscape Shares on its market for
listed securities. Such cancellation of listing and admission to trading will take effect no
earlier than 20 Business Days after the Offer becomes or is declared unconditional in all
respects.
The cancellation of listing and admission to trading of Superscape Shares would
significantly reduce the liquidity and marketability of any Superscape Shares not assented
to the Offer and their value may be affected as a consequence.
It is also proposed that, following the Offer becoming or being declared unconditional in
all respects, Glu will seek to procure the re-registration of Superscape as a private
limited company under the relevant provisions of the Companies Act 2006.
15. OFFER DOCUMENT AND FORM OF ACCEPTANCE
The Offer Document and Form of Acceptance will be posted by no later than 20 February 2008
to Superscape Shareholders (and, for information purposes, to Superscape Option Holders).
Copies of the Offer Document and the Form of Acceptance will be available from Capita
Registrars at Corporate Actions, P.O. Box 166, The Registry, 34 Beckenham Road, Beckenham,
Kent BR3 4TU, UK.
If any Superscape Shareholders are in any doubt as to the action they should take, they are
recommended to seek their own personal financial advice immediately from their stockbroker,
bank manager, solicitor, accountant or other independent financial adviser duly authorised
under the Financial Services and Markets Act 2000 if resident in the United Kingdom or, if
not, from another appropriately authorised independent financial adviser.
16. GENERAL
Neither Glu nor any of its directors, nor to the best of Glu's knowledge and belief, any
person acting in concert with Glu is interested in or has any rights to subscribe for any
Superscape Shares or has borrowed or lent any Superscape Shares, nor does any such person
have any short position whether conditional or absolute and whether in the money or
otherwise (including a short position under a derivative) or any arrangement in relation to
Superscape Shares. For these purposes, "interest" includes any long economic exposure,
whether conditional or absolute, to changes in the price of securities and a person is
treated as having an "interest" by virtue of the ownership or control of securities or by
virtue of any options (including traded options) in respect of, or derivatives referenced
to, securities and "arrangement" includes any agreement to sell or any delivery obligation
or right to require another person to purchase or take delivery of Superscape Shares and
also includes any indemnity or option arrangement and any agreement or understanding, formal
or informal, of whatever nature relating to Superscape Shares which may be an inducement to
deal or refrain from dealing in such securities.
Enquiries:
Glu Mobile Inc.
Nicole Kennedy +1 650 571 1550
Lazard (financial adviser to Glu)
Cyrus Kapadia +44 (0)20 7187 2000
Jeffrey Sechrest +1 212 632 6000
Terence Fung +1 415 623 5000
The Blueshirt Group (PR adviser to Glu)
Todd Friedman +1 415 217 5869
Superscape Group plc +1 949 940 2840
Kevin Roberts
Dave Goodman
Close Brothers (financial adviser to Superscape) +44 (0)20 7655 3100
Simon Willis
James Craven
Hudson Sandler (PR adviser to Superscape) +44 (0)20 7796 4133
Jessica Rouleau
Further Information
The conditions to which the Offer will be subject are set out in Appendix 1 to
this announcement. Further details on irrevocable undertakings and the letter of
intent are set out in Appendix 2 to this announcement. Appendix 3 contains the
bases and sources of certain information contained in this announcement.
Appendix 4 contains definitions of certain terms and expressions used in this
announcement. The appendices form part of, and should be read in conjunction
with, this announcement.
For further information on Glu and Superscape, please see www.glu.com and
www.superscape.com respectively.
This announcement does not constitute, or form part of, an offer or solicitation
of any offer to sell or an invitation to purchase any securities or the
solicitation of an offer to buy any securities, pursuant to the Offer or
otherwise. The Offer will be made solely by means of the Offer Document and the
Form of Acceptance, which contain the full terms and conditions of the Offer,
including details of how the Offer may be accepted. Any acceptance or other
response to the Offer should be made on the basis of the information in the
Offer Document and the Form of Acceptance.
The availability of the Offer to persons who are not resident in the United
Kingdom or the United States may be affected by the laws of the relevant
jurisdictions in which they are located. Persons who are not resident in the
United Kingdom or the United States should inform themselves about, and observe,
any applicable legal or regulatory requirements.
The release, publication or distribution of this announcement in jurisdictions
other than the UK or the United States may be restricted by law and therefore
any persons who are subject to the laws of any jurisdiction other than the UK or
the United States should inform themselves about, and observe, any applicable
requirements. Any failure to comply with the applicable requirements may
constitute a violation of the securities laws of any such jurisdiction. This
announcement has been prepared for the purpose of complying with English law and
the Code and the applicable requirements of the United States federal and state
securities laws 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 the UK or the United States.
Copies of this announcement are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in or into or
from any Restricted Jurisdiction and persons receiving this announcement
(including, without limitation, custodians, nominees and trustees) must not mail
or otherwise forward, distribute or send it in or into or from any Restricted
Jurisdiction.
The Offer will be subject to the applicable rules and regulations of the UK
Listing Authority, the London Stock Exchange and the Code and the applicable
requirements of the United States federal and state securities laws.
Further details in relation to overseas shareholders are contained in the Offer
Document.
This announcement contains certain forward-looking statements with respect to
the plans, objectives and expected performance of Superscape and Glu. Such
statements relate to events and depend on circumstances that will occur in the
future and are subject to risks, uncertainties and assumptions. There are a
number of factors which could cause actual results and developments to differ
materially from those expressed or implied by such forward-looking statements
including, among others, the risk that the Offer is not consummated in a timely
manner (if at all); the risk that the anticipated benefits of the combination of
the Glu and Superscape businesses will not materialise; the enactment of
legislation or regulation that may impose costs or restrict activities; the
renegotiation of contracts or licences; risks regarding the loss of key wireless
carrier customers or subscribers; risks relating to the integration of the
businesses of Glu and Superscape including that such integration efforts may
result in unforeseen operating difficulties and expenditures; risks related to
the diversion of management's attention from ongoing business operations as a
result of the Offer process; risks relating to employee retention; fluctuations
in demand and pricing in the mobile industry; fluctuations in exchange controls;
changes in government policy and taxations; industrial disputes; war and
terrorism. This list is not exhaustive of the factors that may affect the
forward-looking information. These and other factors should be considered
carefully and undue reliance should not be placed on such forward-looking
information. Although this announcement has attempted to identify important
factors that could cause actual actions, events or results to differ materially
from those described in forward-looking statements, there may be other factors
that cause actions, events or results to differ materially from those
anticipated, estimated or intended and therefore there can be no assurance that
forward-looking statements will prove accurate. Forward-looking statements
contained in this announcement in respect of Superscape and/or Glu are made as
of the date of this announcement based on the opinions and estimates of
management. Subject to requirements to update under any applicable regulation or
law, Superscape and/or Glu disclaim any obligation to update any forward-looking
statements, whether as a result of new information, estimates or opinions,
future events, results or otherwise. Information on some risks and uncertainties
are described in the "Risk Factors" section of Glu's Form 10-Q for the quarter
ended 30 September 2007, filed with the U.S. Securities and Exchange Commission
on 14 November 2007. Copies of the Form 10-Q are available from Glu's web page
at www.glu.com.
USA Shareholders
The Offer will be made for the securities of a foreign company. The Offer will
be subject to disclosure requirements of a foreign country that are different
from those of the United States. Financial statements which may be included in
the Offer Document, if any, may have been prepared in accordance with foreign
accounting standards that may not be comparable to the financial statements of
United States companies.
It may be difficult for you to enforce your rights and any claim you may have
arising under the federal securities laws, since some or all of Glu's officers
and directors may be residents of a foreign country.
You should be aware that Glu and its officers, directors and "affiliates" as
defined under Rule 12b-2 promulgated under the United States Securities Exchange
Act of 1934, as amended (Affiliates), Lazard and its Affiliates, any advisor to
Glu and its officers, directors and/or Affiliates or to Lazard or its Affiliates
(including those whose compensation is dependent on the completion of the Offer)
and any person acting, directly or indirectly, in concert with any of the
aforementioned persons, in connection with any purchase or arrangement to
purchase any Superscape Shares or any related securities, may purchase
securities otherwise than under the Offer, such as in open market or privately
negotiated purchases. Any such purchases will be reported in the United Kingdom
via a Regulatory Information System.
USA SHAREHOLDERS AND OTHER PERSONS SUBJECT TO TAXATION IN THE UNITED STATES ARE
STRONGLY URGED TO CONSULT THEIR OWN TAX ADVISOR TO DETERMINE THE TAX
CONSEQUENCES TO THEM (INCLUDING THE APPLICATION AND EFFECT OF ANY UNITED STATES
FEDERAL, STATE, LOCAL OR OTHER INCOME AND OTHER TAX LAWS) OF THE OFFER AND THE
TRANSACTIONS CONTEMPLATED BY THE OFFER.
Additional information about the Offer and where to find it
Glu has filed a Form 8-K with the United States Securities and Exchange
Commission (the "SEC") containing this announcement and other relevant materials
related to the proposed acquisition of Superscape by Glu. The Form 8-K and any
other documents filed by Glu with the SEC may be obtained free of charge at the
SEC's web site at www.sec.gov. In addition, investors and security holders may
obtain free copies of the documents filed by Glu with the SEC by contacting
Nicole Kennedy, Glu's Senior Director of Global Public Relations, at +1 (650)
532-2488. Investors and security holders of Superscape are urged to read this
announcement and the other relevant materials before making any voting or
investment decision with respect to the Offer because they contain important
information about Glu, Superscape and the Offer.
Rule 8 disclosures
Under the provisions of Rule 8.3 of the Code, if any person is or becomes
"interested" (directly or indirectly) in one per cent. or more of any class of
"relevant securities" of Superscape, all "dealings" in any "relevant securities"
of Superscape by such person (including by means of an option in respect of, or
a derivative referenced to, any such "relevant securities") must be publicly
disclosed by no later than 3.30 p.m. (London time) on the business day following
the date of the relevant transaction. This requirement will continue until the
date on which the Offer becomes, or is declared, unconditional as to
acceptances, lapses or is otherwise withdrawn or on which the "offer period"
otherwise ends. If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire an "interest" in "relevant
securities" of Superscape, they will be deemed to be a single person for the
purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all dealings in "relevant
securities" of Superscape, by Glu or Superscape or by any of their respective "
associates", must be disclosed by no later than 12.00 noon (London time) on the
business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the
Panel's website.
If you are in any doubt as to whether or not you are required to disclose
a"dealing" under Rule 8 you should contact an independent financial adviser
authorised under the Financial Services and Markets Act 2000, if you are in the
UK or, if not, an appropriate authorised independent financial adviser or
consult the Panel's website at www.thetakeoverpanel.org.uk or contact the Panel
by telephone (+44 (0) 20 7638 0129) or by fax (+44 (0) 20 7236 7013).
Lazard, which is authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively as financial adviser to Glu and no one
else in connection with the Offer and this announcement and will not be
responsible to anyone other than Glu for providing the protections afforded to
clients of Lazard, nor for providing advice in connection with the Offer or this
announcement or any matter referred to in this announcement.
Close Brothers, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively as financial adviser to
Superscape and no one else in connection with the Offer and this announcement
and will not be responsible to anyone other than Superscape for providing the
protections afforded to clients of Close Brothers, nor for providing advice in
connection with the Offer or this announcement or any matter referred to in this
announcement.
APPENDIX 1
CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER
The Offer will be subject to the following conditions:
(a) valid acceptances being received (and not, where permitted, withdrawn) by 3.00 p.m. (London
time) on the first closing date of the Offer (the First Closing Date) or such later time(s)
and/or date(s) as Glu may, with the consent of the Panel or in accordance with the Code,
decide in respect of not less than 90 per cent. in nominal value (or such lesser percentage
as Glu may, subject to the Code, decide) of the Superscape Shares to which the Offer
relates, provided that this condition will not be satisfied unless Glu shall have acquired,
or agreed to acquire, pursuant to the Offer or otherwise, Superscape Shares carrying more
than 50 per cent. of the voting rights normally exercisable at a general meeting of
Superscape, including for this purpose (to the extent, if any, required by the Panel) any
such voting rights attaching to any Superscape Shares that are unconditionally allotted or
issued before the Offer becomes or is declared unconditional as to acceptances whether
pursuant to the exercise of any outstanding subscription or conversion rights or otherwise
and for the purposes of this condition:
(i) Superscape Shares which have been unconditionally allotted but not issued shall be
deemed to carry the voting rights they will carry on issue;
(ii) the expression Superscape Shares to which the Offer relates shall be construed in
accordance with sections 974 to 991 of the Companies Act 2006; and
(iii) valid acceptances shall be treated as having been received in respect of any
Superscape Shares which Glu shall, pursuant to section 979(8) of the Companies Act
2006, be treated as having acquired or contracted to acquire by virtue of
acceptances of the Offer;
(b) no government or governmental, quasi-governmental, supranational, statutory or regulatory
body or association, institution or agency (including any trade agency) or any court or
other body (including any professional or environmental body) or person in the UK, the USA,
Japan or Russia, save for any competition, anti-trust or such similar body, (each a Relevant
Authority) having decided to take, instituted or threatened (by notice in writing) any
action, proceeding, suit, investigation, enquiry or reference (and in each case, not having
withdrawn the same) or enacted, made or proposed (and in each case, not having withdrawn the
same) and there not continuing to be outstanding any statute, regulation, order or decision
that would or is reasonably likely to:
(i) make the Offer or the acquisition or the proposed acquisition of any shares in, or
control of, Superscape by Glu void, unenforceable or illegal or directly or
indirectly prohibit or otherwise materially restrict, delay or interfere with the
implementation of, or impose material additional conditions or obligations with
respect thereto, or require material amendment thereof, or otherwise challenge or
materially interfere with, the Offer or the acquisition of any shares in, or
control of, Superscape by Glu;
(ii) require, prevent or materially delay the divestiture (or adversely alter the terms
of any proposed divestiture) by the Wider Glu Group or the Wider Superscape Group
of all or any material part of their respective businesses, assets or properties or
impose any material limitation on their ability to conduct all or any part of their
respective businesses and to own any of their respective material assets or
properties;
(iii) impose any material limitation on, or result in any material delay in, the ability
of any member of the Wider Glu Group to acquire or hold or to exercise effectively,
directly or indirectly, all or any rights of ownership of shares or other
securities (or the equivalent) in or to exercise management control over any member
of the Wider Superscape Group or on the ability of any member of the Wider Glu
Group to hold or exercise effectively, directly or indirectly, all or any rights of
ownership of shares or other securities (or the equivalent) in, or to exercise
management control over any other member of the Wider Superscape Group;
(iv) require any member of the Wider Glu Group or of the Wider Superscape Group to
acquire or offer to acquire any shares or other securities (or the equivalent) in
any member of the Wider Superscape Group or any member of the Wider Glu Group;
(v) impose any material limitation on the ability of any member of the Wider Glu Group
or the Wider Superscape Group to integrate or co-ordinate its business, or any
material part of it, with the businesses or any material part of the businesses of
any other member of the Wider Glu Group and/or the Wider Superscape Group; or
(vi) otherwise materially and adversely affect the business, assets, financial or
trading position or profits or long-term prospects (where such long-term prospects
do not relate to a change in general economic conditions and which could not
reasonably have been foreseen on the date hereof) of any member of the Wider Glu
Group or of the Wider Superscape Group,
and all applicable waiting and other time periods during which any such Relevant Authority
could decide to take, institute or threaten any such action, proceeding, suit,
investigation, enquiry or reference having expired, lapsed or been terminated;
(c) all necessary notifications and filings having been made and all appropriate waiting periods
(including any extensions thereof) under any applicable legislation or regulation of any
jurisdiction having expired, lapsed or been terminated in each case in respect of the Offer
and the acquisition of any shares in, or control of, Superscape by Glu and all material
authorisations, orders, grants, recognitions, confirmations, licences, consents, clearances,
permissions and approvals (authorisations) which are reasonably deemed necessary in the UK,
the USA, Japan or Russia for or in respect of the Offer and the proposed acquisition of any
shares in, or control of, Superscape by Glu being obtained on terms and in a form reasonably
satisfactory to Glu from appropriate Relevant Authorities or from any persons or bodies with
whom any member of the Wider Glu Group or the Wider Superscape Group has entered into
contractual arrangements that are material in the context of the Wider Superscape Group
taken as a whole and such authorisations together with all necessary material authorisations
for any member of the Wider Superscape Group to carry on its business remaining in full
force and effect at the time at which the Offer becomes unconditional in all respects and no
intimation of any intention to revoke, suspend, materially restrict or materially modify any
of the same or not to renew any of the same having been made and all necessary statutory or
regulatory obligations in the UK, the USA, Japan or Russia having been complied with in all
material respects;
(d) except as publicly announced by Superscape by the delivery of an announcement to a
Regulatory Information Service or fairly disclosed by or on behalf of Superscape to Glu or
its advisers, in each case prior to the date of this announcement, there being no provision
of any agreement, arrangement, licence or other instrument to which any member of the Wider
Superscape Group is a party or by or to which any such member or any of its assets is or may
be bound, entitled or subject which, as a result of the making or implementation of the
Offer or the acquisition or proposed acquisition by Glu of any shares in, or change in the
control or management of, Superscape or otherwise, would or might reasonably be expected to
result in (in any case to an extent which is materially adverse in the context of the Wider
Superscape Group taken as a whole):
(i) any monies borrowed by or any other indebtedness (actual or contingent) of any such
member of the Wider Superscape Group becoming repayable or capable of being
declared repayable immediately or earlier than the stated repayment date or the
ability of such member to borrow monies or incur any indebtedness being withdrawn
or inhibited;
(ii) the creation or enforcement of any mortgage, charge or other security interest over
the whole or any material part of the business, property or assets of any such
member of the Wider Superscape Group or any such security interest (whenever
arising or having arisen) becoming enforceable;
(iii) any assets or interest of any such member of the Wider Superscape Group being or
falling to be disposed of or charged other than in the ordinary course of business,
or any right arising under which any such asset or interest could be required to be
disposed of or charged other than in the ordinary course;
(iv) any material interest or business of any such member of the Wider Superscape Group
in or with any other person, firm or company (or any agreements or arrangements
relating to such material interest or business) being terminated or adversely
modified or affected;
(v) any such member of the Wider Superscape Group ceasing to be able to carry on any
material part of its business under any name under which it presently does so;
(vi) the financial or trading position of any member of the Wider Superscape Group being
materially prejudiced or materially adversely affected; or
(vii) the creation of any liability (actual or contingent) by any such member other than
in the ordinary course of business,
and no event having occurred which, under any provision of any agreement, arrangement,
licence or other instrument to which any member of the Wider Superscape Group is a party or
by or to which any such member or any of its assets may be bound or be subject, would result
in any events or circumstances as are referred to in subparagraphs (i) to (vii) of this
paragraph (d) in any case where such result would be material in the context of the Wider
Superscape Group taken as a whole;
(e) except as publicly announced by Superscape by the delivery of an announcement to a
Regulatory Information Service or fairly disclosed by or on behalf of Superscape to Glu or
its advisers, in each case prior to the date of this announcement, no member of the Wider
Superscape Group having since 31 January 2007:
(i) issued or agreed to issue or authorised the issue of additional shares of any
class, or securities convertible into, or rights, warrants or options to subscribe
for or acquire, any such shares or convertible securities (save as between
Superscape and wholly-owned subsidiaries of Superscape or upon the exercise of
rights to subscribe for Superscape Shares pursuant to options granted under the
Superscape Share Option Schemes before the date of this announcement) or redeemed,
purchased or reduced any part of its share capital;
(ii) recommended, declared, paid or made or proposed to recommend, declare, pay or make
any bonus, dividend or other distribution, whether payable in cash or otherwise,
other than a distribution by any wholly-owned subsidiary of Superscape;
(iii) save as between Superscape and any subsidiary of Superscape, implemented or
authorised any merger or demerger or acquired or disposed of or transferred,
mortgaged or charged, or created any other security interest value over, any asset
or any right, title or interest in any asset (including shares and investments)
(other than in the ordinary course of business) which, in each case, is material in
the context of the Wider Superscape Group taken as a whole;
(iv) implemented or authorised any reconstruction, amalgamation, scheme or other
transaction or arrangement (otherwise than in the ordinary course of business)
which in each case is material in the context of the Wider Superscape Group taken
as a whole;
(v) save as between Superscape and any subsidiary of Superscape, made or authorised any
change in its loan capital or issued or authorised the issue of any debentures or
incurred or increased any indebtedness or contingent liability which in each case
is material in the context of the Wider Superscape Group taken as a whole;
(vi) entered into, varied or terminated, or authorised the entry into, variation or
termination of, any contract, commitment or arrangement (whether in respect of
capital expenditure or otherwise) which is outside the ordinary course of business
or which is of a long-term, onerous or unusual nature or magnitude or which
involves or could involve an obligation of a nature or magnitude which is material
in the context of the Wider Superscape Group taken as a whole;
(vii) entered into any contract, commitment or arrangement which is reasonably likely to
be materially restrictive on the business of any member of the Wider Superscape
Group;
(viii) been unable, or admitted in writing that it is unable, to pay its debts or having
stopped or suspended (or threatened to stop or suspend) payment of its debts
generally or ceased or threatened to cease carrying on all or a substantial part of
its business;
(ix) taken any corporate action or had any legal proceedings started or threatened
against it for its winding-up (voluntary or otherwise), dissolution or
reorganisation (or for any analogous proceedings or steps in any jurisdiction) or
for the appointment of a receiver, administrator, administrative receiver, trustee
or similar officer (or for the appointment of any analogous person in any
jurisdiction) of all or any of its assets and revenues;
(x) waived, compromised or settled any claim otherwise than in the ordinary course of
business or in a manner or on terms that are material in the context of the Wider
Superscape Group taken as a whole;
(xi) save in respect of normal annual salary increases in an amount not to exceed 10 per
cent. in the ordinary course of business, entered into or varied in any material
respect the terms of any service agreement or arrangement with any director or
senior executive of Superscape;
(xii) entered into any trust deeds constituting pension schemes established for its
directors and/or employees and/or their dependants; or
(xiii) entered into any contract, commitment or arrangement or passed any resolution or
made any offer (which remains open for acceptance) with respect to, or proposed or
announced any intention to effect or propose, any of the transactions, matters or
events referred to in this condition in any case which is material in the context
of the Wider Superscape Group taken as a whole;
(f) since 31 January 2007, except as publicly announced by Superscape by the delivery of an
announcement to a Regulatory Information Service or fairly disclosed by or on behalf of
Superscape to Glu or its advisers, in each case prior to the date of this announcement:
(i) no adverse change having occurred in the business, assets, financial or trading
position or profits or long-term prospects (where such long-term prospects do not
relate to a change in general economic conditions and which could not reasonably
have been foreseen on the date hereof) of any member of the Wider Superscape Group,
which is material in the context of the Wider Superscape Group taken as a whole;
(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings
having been threatened, announced, instituted or remaining outstanding by, against
or in respect of any member of the Wider Superscape Group or to which any member of
the Wider Superscape Group is a party (whether as plaintiff or defendant or
otherwise) and no investigation by any Relevant Authority or other investigative
body against or in respect of any member of the Wider Superscape Group having been
threatened, announced, instituted or remaining outstanding by, against or in
respect of any member of the Wider Superscape Group to an extent that is material
in the context of the Wider Superscape Group taken as a whole; and
(iii) no contingent or other liability having arisen which would or might reasonably be
expected to adversely affect any member of the Wider Superscape Group in a way
which is material in the context of the Wider Superscape Group taken as a whole;
(g) Glu not having discovered that, except as publicly announced by Superscape by the delivery
of an announcement to a Regulatory Information Service or fairly disclosed by or on behalf
of Superscape to Glu or its advisers, in each case prior to the date of this announcement:
(i) any financial, business or other information publicly disclosed at any time by any
member of the Wider Superscape Group is materially misleading, contains a material
misrepresentation of fact or omits to state a fact necessary to make the
information contained therein not misleading and which in any case is materially
adverse to the financial or trading position of the Wider Superscape Group taken as
a whole;
(ii) any member of the Wider Superscape Group is subject to any liability, contingent or
otherwise, which is not disclosed in the Annual Report and Accounts of Superscape
for the year ended 31 January 2007 or in the interim report for the six months to
31 July 2007 and which is material in the context of the Wider Superscape Group
taken as a whole;
(iii) any past or present member of the Wider Superscape Group has failed to comply in
all material respects with any applicable legislation or regulations of the UK, the
USA, Japan or Russia or any notice or requirement of any Relevant Authority with
regard to the storage, disposal, discharge, spillage, release, leak or emission of
any waste or hazardous or harmful substance or any substance likely to impair the
environment or harm human or animal health or otherwise relating to environmental
matters or that there has otherwise been any such storage, disposal, discharge,
spillage, release, leak or emission (whether or not the same constituted
non-compliance by any person with any such legislation or regulation, and whenever
the same may have taken place), any of which non compliance would be reasonably
likely to give rise to any liability (whether actual or contingent) or cost on the
part of any member of the Wider Superscape Group and which is material in the
context of the Wider Superscape Group taken as a whole; or
(iv) there is or is reasonably likely to be any obligation or liability (whether actual
or contingent) to make good, repair, re-instate or clean up any property now or
previously owned, occupied, operated or made use of or controlled by any past or
present member of the Wider Superscape Group under any environmental legislation,
regulation, notice, circular or order of any Relevant Authority in any jurisdiction
and which is material in the context of the Wider Superscape Group taken as a
whole.
Subject to the requirements of the Panel, Glu reserves the right at its absolute
discretion to waive, in whole or in part, all or any of the above conditions,
except condition (a).
The Offer will lapse unless all the above conditions are fulfilled or (if
capable of waiver) waived or, where appropriate, determined by Glu in its
reasonable opinion to have been or remain satisfied by midnight on the day which
is 21 days after the later of the First Closing Date and the date on which the
Offer becomes or is declared unconditional as to acceptances (or such later date
as Glu may, with the consent of the Panel or in accordance with the Code,
decide). Glu shall be under no obligation to waive or treat as satisfied any of
conditions (b) to (g) inclusive by a date earlier than the date specified above
for the satisfaction thereof, notwithstanding that the other conditions of the
Offer may at such earlier date have been waived or fulfilled and that there are
at such earlier date no circumstances indicating that any of such conditions may
not be capable of fulfilment.
If Glu is required by the Panel to make an offer for any Superscape Shares under
Rule 9 of the Code, Glu may make such alterations to the above conditions as are
necessary to comply with that Rule.
The Offer will lapse (unless the Panel otherwise consents) if, before the First
Closing Date or the date when the Offer becomes or is declared unconditional as
to acceptances (whichever is the later), the Offer, or any aspect of it, is
referred to the Competition Commission.
If the Offer lapses, the Offer will cease to be capable of further acceptance
and those Superscape Shareholders who have, as at the time of such lapse,
accepted the Offer shall then cease to be bound by their acceptances of the
Offer submitted at or before the time when the Offer lapses.
The Offer will be governed by the applicable requirements of the United States
federal and state securities laws, English law, the rules and regulations of the
Financial Services Authority, the Panel and the Code and be subject to the
jurisdiction of the English Courts.
The availability of the Offer to persons who are not resident in the United
Kingdom or the United States may be affected by the laws of the jurisdiction in
which such persons are resident. Persons who are not resident in the United
Kingdom should inform themselves about, and observe, all applicable
requirements.
APPENDIX 2
IRREVOCABLE UNDERTAKINGS AND LETTER OF INTENT
Number of Superscape
Shares
Superscape Shareholders providing the irrevocable undertakings
Gartmore Investment Limited 27,604,204
ARM Holdings plc 14,781,850
Larry A. Quinn 333,900
Kevin J. Roberts 1,753,594
David G. Lee 53,462
Peter Magowan 178,572
Michael Inglis 10,170
Number of Superscape
Shares
Superscape Shareholder providing the letter of intent
Universities Superannuation Scheme 17,470,478
(a) The irrevocable undertaking from Gartmore Investment Limited will cease if:
(i) the Offer lapses or is withdrawn; or
(ii) a third party makes or announces an offer to acquire the entire issued and to be
issued ordinary share capital of the company on terms which represent a value which
is at least 20 per cent. higher than the value of the Offer; or
(iii) the Offer Document has not been posted within 28 days after the date of this
announcement (or within such longer period as Glu, with the consent of the Panel,
determines).
(b) The irrevocable undertaking from ARM Holdings plc will cease if:
(i) the Offer lapses or is withdrawn; or
(ii) a third party makes or announces an offer to acquire the entire issued and to be
issued ordinary share capital of the company on terms which represent a value which
is at least 10 per cent. higher than the value of the Offer; or
(iii) the Offer Document has not been posted within 28 days after the date of this
announcement (or within such longer period as Glu, with the consent of the Panel,
determines).
(c) The irrevocable undertakings from Larry A. Quinn, Kevin J. Roberts, David G. Lee, Peter
Magowan and Michael Inglis are binding in the event of a competing offer being made for
Superscape but will cease if the Offer lapses or is withdrawn.
(d) The letter of intent from Universities Superannuation Scheme is non-binding and falls away
in the event of a higher competing offer for Superscape.
APPENDIX 3
BASES AND SOURCES
Value of Offer
The Offer values the entire issued share capital of Superscape at approximately
GBP18.3 million, based on the Offer price of 10 pence for each Superscape Share
and on the 183,098,860 Superscape Shares in issue.
Share prices
Unless otherwise stated, all share prices for Superscape Shares have been
derived from the Daily Official List and represent the Closing Price on the
relevant date. The premium to the average Closing Price for the one month ended
28 November 2007, being the last Business Day prior to the commencement of the
Offer Period, is calculated using share price information from Datastream.
Unless otherwise stated, the market capitalisation of Glu is based upon
28,976,638 shares in issue and a closing price of USD5.15 per share of Glu
common stock as at 28 November 2007.
The closing price per Glu Share as at 28 November 2007 is derived from The
Nasdaq Stock Market.
APPENDIX 4
DEFINITIONS
In this announcement, the following expressions have the following meanings
unless the context otherwise requires:
Associates in respect of the relevant entity, any parent undertaking or
subsidiary undertaking of that entity (each as defined in
section 1162 of the Companies Act 2006), or any subsidiary
undertaking of any such parent undertaking
Board the board of directors of Glu or Superscape (as the case may
be)
Business Day any day, other than a Saturday, Sunday or public or bank
holiday, on which banks are generally open for business in the
City of London
Capita Registrars a trading name of Capita Registrars Limited
Close Brothers Close Brothers Corporate Finance Limited, financial adviser to
Superscape
Closing Price the closing middle market price of a Superscape Share on a
particular day as derived from the Daily Official List
Code the City Code on Takeovers and Mergers
Daily Official List the daily official list of the London Stock Exchange
Form of Acceptance the form of acceptance and authority relating to the Offer
which will accompany the Offer Document
Glu Glu Mobile Inc.
Glu Group Glu and its subsidiary undertakings
Glu Shares common stock of USD0.0001 par value per share in the capital of
Glu
Lazard Lazard Freres & Co. LLC and Lazard & Co., Limited
Listing Rules the Listing Rules of the UK Listing Authority
London Stock Exchange London Stock Exchange plc
Offer Document the document to be sent to Superscape Shareholders (and, for
information only, to Superscape Option Holders) containing the
terms and conditions of the Offer
Offer the offer being made by Glu to acquire the entire issued share
capital of Superscape on the terms and subject to the
conditions to be set out in the Offer Document and the Form of
Acceptance (including, where the context so requires, any
subsequent revision, variation, extension or renewal of such
offer)
Offer Period the period, which commenced on 29 November 2007, being the date
of the announcement by Superscape that it was in preliminary
discussions that may or may not lead to an offer being made for
Superscape
Official List the official list maintained by the UK Listing Authority
Panel the Panel on Takeovers and Mergers
Pound Sterling or GBP UK pound sterling (and references to "pence" shall be construed
accordingly)
Regulatory Information Service any of the services set out in Appendix 3 to the Listing Rules
from time to time
Restricted Jurisdiction any jurisdiction where local laws or regulations may result in
a significant risk of civil, regulatory or criminal exposure if
information is sent or made available to Superscape
Shareholders within that jurisdiction
Russia the Russian Federation
Superscape Superscape Group plc
Superscape Board or Superscape the directors of Superscape
Directors
Superscape Group Superscape and its subsidiary undertakings
Superscape Option Holders the participants in the Superscape Share Option Schemes
Superscape Share Option Schemes the Executive Share Option Scheme, the 1999 Performance Related
Stock Incentive Plan and the USA Stock Option Plans
Superscape Shareholders the holders of Superscape Shares
Superscape Shares the existing unconditionally allotted or issued and fully paid
ordinary shares of 10 pence each in the capital of Superscape
and any further such shares which are unconditionally allotted
or issued fully paid prior to the date that the Offer lapses or
becomes wholly unconditional (or such earlier date as Glu may,
with the Panel's consent and subject to the Code, decide)
UK Listing Authority the Financial Services Authority acting in its capacity as the
competent authority for the purposes of Part VI of the
Financial Services and Markets Act 2000
United Kingdom or UK the United Kingdom of Great Britain and Northern Ireland
United States or USA the United States of America, its territories and possessions,
any State of the United States of America and the District of
Columbia, and all other areas subject to its jurisdiction
US Dollar or USD United States Dollar (and references to "cent" shall be
construed accordingly)
Wider Glu Group Glu and its subsidiary undertakings, associated undertakings
and any other undertakings in which Glu and such undertakings
(aggregating their interests) have a substantial interest
Wider Superscape Group Superscape and its subsidiary undertakings, associated
undertakings and any other undertakings in which Superscape and
such undertakings (aggregating their interests) have a
substantial interest
In this announcement, the singular includes the plural and vice versa, unless
the context otherwise requires.
For the purposes of this announcement, subsidiary, subsidiary undertaking,
undertaking and associated undertaking have the meanings given by the Companies
Act 2006 (and substantial interest means a direct or indirect interest in 20 per
cent. or more of the equity capital of an undertaking).
All references to legislation in this announcement are to English legislation
unless the contrary is indicated.
Any reference to any provision of any legislation shall include any amendment,
modification, re-enactment or extension thereof.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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