Atari, Wade Rosen and Irata LLC have reached an agreement in view
of the filing by Irata LLC of a tender offer on Atari’s shares for
EUR 0.19 per share
Press
Release
Paris, on 26 September 2022
Atari, Wade Rosen and
Irata LLC have
reached an agreement in view of
the filing by Irata LLC
of a tender offer on Atari’s
shares for EUR 0.19 per share
Atari S.A. (ALATA – FR0010478248 / Euronext
Growth) (“Atari” or the
“Company”), Wade Rosen, Atari’s Chairman of the
Board and Chief Executive Officer and Irata LLC, a company
controlled by Wade Rosen (“Irata”) announce the
execution, on 25 September 2022, of an agreement in view of the
filing by Irata of a friendly tender offer on Atari’s shares for
EUR 0.19 per share (the “Offer”).
Atari’s Board of Directors favorably and
unanimously welcomed the proposed transaction, which would support
the Atari group strategy. The Offer would provide for those Atari
shareholders who would tender their shares, immediate liquidity at
a premium over the prevailing share price.
The price of the Offer values 100% of the
securities of the Company at 72.7 M€ and will represent a premium
of 45.6% over the closing share price on 22 September 2022 and of
respectively, 39.9%, 39.2% and 30.0% on the volume-weighted average
share price over the last 30, 60 and 90 trading days preceding such
date.
Irata does not intend to implement a mandatory
squeeze-out on Atari’s shares following the closing of the Offer,
nor to request their delisting.
Strengthened strategic and commercial
ambition
The proposed Offer reflects the will of Irata
and Wade Rosen, Chairman of the Board and Chief Executive Officer
of the Company, to support its development by amicably and
voluntarily acquiring control of the Company in order to support
its strategy aimed at extending Atari’s ecosystem across its four
lines of business: Games, Hardware, Licensing and Blockchain. The
proposed Offer demonstrates the commitment of Wade Rosen on Atari’s
strategy, pursuing the transformative efforts made since Wade Rosen
took office in 2020.
In addition, Wade Rosen will continue to work
closely with the existing teams to help Atari execute its strategy,
while maintaining the integrity of the Group. The Offer is not
expected to have any impact on the workforce nor on the governance
of the Company.
The Offer is also intended to provide a
liquidity opportunity for Atari’s shareholders in a volatile market
environment.
The Offer will be financed by Irata's own
resources without recourse to external financing.
As at the date of this press release, Irata
holds 21.37% of the share capital and 21.18% of the voting rights
of the Company1.
Terms of the Offer
The proposed Offer would target all Atari’s
shares not already directly or indirectly held by Irata as of the
closing of the Offer (excluding the Company’s treasury shares and
free shares with vesting and/or retention period expiring after the
closing of the Offer), i.e. approximately 78.63% of the share
capital and 78.82% of the voting rights. The Offer price will be
set at EUR 0.19 per Atari’s share.
The Offer will be subject to the standard
procedure in accordance with the provisions of Articles 232-1 et
seq. of the general regulations of the French Autorité des Marchés
Financiers (the "AMF").
Pursuant to Article 231-9, I of the AMF General
Regulations, the Offer will not succeed in the event that Irata
does not hold, at the closing of the Offer, alone or in concert,
within the meaning of Article L. 233-10 of the French Commercial
Code, a number of Atari’s shares representing more than 50% of the
share capital or voting rights, this threshold being calculated in
accordance with Article 234-1 of the AMF General Regulations.
The Offer will not be subject to any regulatory
or other condition.
Furthermore, Irata does not intend to request
the implementation of a mandatory squeeze-out in the event that, at
the closing of the Offer, the shares held by the minority
shareholders do not represent more than 10% of the share capital
and voting rights of Atari.
It is expected that the Offer be filed in the
next few days.2
Atari’s Board
favorably welcomes the proposed
transaction
Atari’s Board of Directors favorably and
unanimously welcomed the principle of the Offer and approved the
execution of the agreement with Irata. The Board set up an ad hoc
committee composed of a majority of independent members to oversee
the work of an independent expert and to make recommendations
regarding the Offer after a thorough examination of its terms and
conditions, in view of the issuance by the Board of Directors of a
reasoned opinion. Mr. Wade Rosen will not participate in the works
of the ad hoc committee and will abstain from taking part in the
decisions of the Board of Directors and from taking any action on
behalf of Atari in connection with this transaction.
On the recommendation of the ad hoc committee
and after review of several proposals, the firm Sorgem Evaluation
represented by Thomas Hachette (11 rue Leroux - 75116 Paris; 01 40
67 20 00; thachette@sorgemeval.com) was appointed as independent
expert to issue a fairness opinion on the financial terms of the
Offer, in accordance with the provisions of article 261-1, I, 2° of
the AMF General Regulations.
On the basis of the report of the independent
expert, the Board of Directors of Atari will issue, upon
recommendation of the ad hoc committee, a reasoned opinion on the
Offer and its consequences for Atari, its shareholders and
employees. This reasoned opinion, as well as the report of the
independent expert, will be made public in the response document
prepared by the Company and approved by the AMF.
The agreement entered into between Atari and
Irata also contains customary provisions in the context of a
friendly tender offer.
About
Atari:
Atari is an interactive entertainment company
and an iconic gaming industry brand. The group is globally
recognized for its multi-platform, interactive entertainment and
licensed products. Atari owns and/or manages a portfolio of more
than 200 unique games and franchises, including world-renowned
brands like Asteroids®, Centipede®, Missile Command®, Pong®, and
RollerCoaster Tycoon®. www.Atari.com
Atari shares are listed in France on Euronext
Growth Paris (ISIN Code FR0010478248, Ticker ALATA).
Disclaimer:
This press release is not an offering to buy any
securities. The Offer will be made only pursuant to the Offer
documentation which will contain the full terms and conditions of
the Offer. The Offer documentation will be subject to review by the
AMF and the Offer will only be opened once the AMF has granted its
clearance. Any decision in respect of the Offer should be made only
on the basis of the information contained in the Offer
documentation.
This press release is of a purely informative
nature. It does not constitute an offer to the public. The
dissemination of this press release, the Offer and its acceptance
may be subject to specific regulations or restrictions in certain
jurisdictions. The Offer is not addressed to persons subject to
such restrictions, either directly or indirectly, and is not likely
to be accepted from any country where the Offer would be subject to
such restrictions. This press release is not intended for
distribution in these countries. Consequently, persons in
possession of this press release shall inquire about potential
applicable local regulations and comply with them. Irata and the
Company exclude all liability in relation to any breach of any such
restrictions by any person.
Pursuant to the Commission implementing
regulation (EU) 2016/1055 of 29 June 2016, laying down implementing
technical standards with regard to the technical means for
appropriate public disclosure of inside information and for
delaying the public disclosure of inside information in accordance
with Regulation (EU) No 596/2014 of the European Parliament and of
the Council, this press release may contain inside information and
has been released to Atari’s authorized broadcaster on 26 September
2022.
Forward-looking
statements:
This press release contains forward-looking
statements which are subject to risks and uncertainties, including,
but not limited to, statements announcing or referring to future
events, trends, plans or objectives, based on certain assumptions
as well as statements not directly relating to a historical fact or
factual situation. Such information includes, but is not limited
to: information regarding the Company’s plans, objectives,
prospects and intentions, including financial or other information
based on assessments or estimates regarding the Company’s future
performance, future events, strategy, positioning, resources,
capabilities or expectations. These forward-looking statements are
based on reasonable assumptions made as of the date hereof and are
subject to known and unknown risks and uncertainties that could
cause actual results to materially differ from those expressed or
implied by such forward-looking statements.
Except as required by laws or regulations, the
Company does not undertake to amend or revise any of the statements
contained herein to reflect events or circumstances that are
unforeseen or that would occur after the date of this press release
or to reflect any change in the expectations, events, conditions or
circumstances on which such statements are based.
Contacts :
Atari - Investor Relations Tel + 33 1 83 64 61
57 - investisseur@atari-sa.com | www.atari.com/news/
Calyptus – Marie CalleuxTel + 33 1 53 65 68 68 –
atari@calyptus.net
Listing Sponsor- EurolandTel +33 1 44 70 20 84 -
Julia Bridger - jbridger@elcorp.com
1
On the basis of a
share capital composed of 382,534,286 shares representing
385,989,745 theoretical voting rights as of 31 August 2022, in
accordance with the provisions of Article 223-11 of the AMF General
Regulations.2 Under
the terms of the agreement entered into between the Company and
Irata, the obligation of Irata to file the Offer is subject to a
number of conditions precedent, including the absence of an
announcement of a competing offer and the absence of a significant
adverse event affecting the Company. The filing of the Offer is not
subject to a financing condition.
- Arcade - Announcent PR_20220926_EN
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