ATARI: OPENING OF THE FRIENDLY TENDER OFFER FOR ATARI SHARES
OPENING OF THE FRIENDLY TENDER OFFER FOR
ATARI SHARES
Offer recommended by
Atari’s Board of
Directors
At a price of 0.19
euros per share,
representing in particular
a premium of
over 40% versus
the share price prior to the announcement of the
proposed public tender offer
Press release – Paris, France, December 21, 2022
- 6:00pm CET – Following the compliance decision
issued by the
Autorité des
marchés financiers
(AMF) on December 20,
2022 (visa no.22-497),
the AMF made public today the timetable of the
public tender offer on
ATARI (Euronext Growth Paris - ALATA -
FR0010478248) initiated by
Irata LLC, a company owned by
Atari’s Chairman and CEO, Wade J.
Rosen, which will be opened from
tomorrow, December 22, 2022, until January
26,
2023.
Friendly offer
initiated to acquire control and increase the
managing
shareholder’s
capacity to support the
Company’s development
ambitions
The offer is aligned with the commitment set out
by Irata and Mr. Wade J. Rosen to support Atari’s development
through a friendly and voluntary acquisition of control of the
Company. Atari’s CEO intends to further strengthen his interest in
Atari’s capital in order to support the Company with rolling out
its transformation strategy launched in 2021 and to have the
capacity to support the Company in order to finance it or enable it
to benefit from new financing that it may need to implement its new
strategy in the context of an uncertain macroeconomic environment,
particularly for video games and the blockchain.
The offer is also intended to provide a
liquidity opportunity for Atari’s shareholders in a volatile market
environment.
At December 20, 2022, Irata held 29.19% of
Atari's share capital and 28.89% of its voting rights. Irata also
has the intention to maintain the listing of the Company's shares,
as it has indicated that it does not intend to implement a
squeeze-out procedure following the offer.
Tender
offer recommended by
Atari’s Board of
Directors
Atari’s Board of Directors, which met on October
17, 2022 without the participation of Wade J. Rosen, after
reviewing the report prepared by the independent expert Sorgem and
the documentation notably presenting the terms of the offer,
approved the offer. The directors unanimously considered that the
offer is in the interests of the Company, its shareholders and its
employees, and recommended that shareholders wishing to benefit
from immediate liquidity should tender their shares for the offer.
The Board of Directors confirmed its reasoned opinion as required
on December 14, 2022.
Price of 0.19
euros per share, representing a
premium of over 40%
The price of 0.19 euros per share represents in
particular a premium of +45.6% over the closing price from
September 22, 2022, i.e. the last price observed before the offer
was announced.
The independent expert considered that the
proposed price of 0.19 euros per share represents a premium based
on each of the criteria analyzed, and specifically a +44% premium
versus the central value from its DCF analysis (0.13 euros), as the
primary factor analyzed. It therefore concluded “that the financial
terms of the public tender offer are fair for the Group’s
shareholders”.
Indicative summary timetable
for the offer
December 22, 2022: Opening of the offer
January 26, 2023: Closing of the offer
January 30, 2023: Publication by the AMF and
Euronext Paris of the notice announcing the offer’s result
February 2, 2023: If the Offer proceeds,
settlement and delivery of the initial offer and publication by the
AMF and Euronext Paris of the notice of the offer’s reopening
In accordance with the AMF regulations
applicable, the offer will lapse if, at its closing date, i.e.
January 26, 2023, the Offeror does not hold, acting alone or in
concert, directly or indirectly, a number of Shares representing
more than 50% of the Company’s capital or voting rights.
Shareholder information
Irata’s offer document and Atari’s response
document including the independent expert’s report, as approved by
the AMF on December 20, 2022 under visa no.22-497 and visa
no.22-496 respectively, as well as the documents with other
information detailing the legal, financial and accounting
characteristics in particular of Irata and Atari, are available on
the AMF website (https://www.amf-france.org) and the Atari
investors website (https://atari-investisseurs.fr/en/tenderoffer).
These documents may be obtained free of charge on request from
Atari (25 rue Godot de Mauroy, 75008 Paris, France) and from
Rothschild Martin Maurel (23 bis avenue de Messine, 75008 Paris,
France).
To ensure easy access to the information for
shareholders, a telephone number is available for Atari’s
individual shareholders if they have any questions concerning the
offer: +33 (0)1 45 08 50 91. Answers to frequently asked questions
(“FAQ”) will also be available on the Atari investors website
https://atari-investisseurs.fr/projet-opa/).
IMPORTANT INFORMATION
This press release has been prepared exclusively
for information purposes. It does not constitute a public offer and
is not intended for distribution in any countries other than
France.
It is strongly recommended for investors and
shareholders to review the offer documentation, which includes the
terms and conditions of the offer, in addition to, if applicable,
any amendments or additions made to these documents when they
contain material information relating to Irata, Atari and the
transaction being considered.
This press release is not intended for release,
publication or distribution, directly or indirectly, in any country
where the distribution of this information is subject to legal
restrictions. The release, publication or distribution of this
press release, the offer and its acceptance may be subject to
specific regulations or restrictions in certain countries. The
offer is not intended for any persons subject to such restrictions,
either directly or indirectly, and is not likely to be accepted
from any country where the offer may be subject to such
restrictions. As such, the persons in possession of this press
release must seek advice concerning any local restrictions that may
apply and comply with them. Atari accepts no responsibility for any
breach of these restrictions by any person whatsoever.
This press release does not constitute an offer
to sell or purchase or a solicitation of a sale or purchase of
securities in the United States or any other country. The
securities that may be offered in the context of any transaction
have not been and will not be registered under the U.S. Securities
Act or any securities legislation in any State within the United
States, and Irata does not intend to register all or part of the
offer in the United States or to conduct any public offering of
securities in the United States.
ABOUT ATARI
Atari, which is made up of Atari SA and its
subsidiaries, is a global interactive entertainment and
multiplatform licensing group. An outstanding innovator for video
games founded in 1972, Atari owns and/or manages a portfolio of
more than 200 games and franchises, including world-renowned brands
such as Asteroids®, Centipede®, Missile Command® and Pong®. From
this extensive intellectual property portfolio, Atari delivers
attractive online games for smartphones, tablets and other
connected devices. Atari also develops and distributes interactive
entertainment for Microsoft and Sony gaming consoles. Lastly, Atari
leverages its brand and franchises with licensing agreements
through other media, derivative products and publishing. For more
information, visit: www.atari.com, www.atari.com/news and
www.atari-investisseurs.fr
CONTACTS
Atari -
Investor RelationsTel +33 (0)1 83
64 61 57 – investisseur@atari-sa.com | www.atari.com/news/
Calyptus – Marie CalleuxTel +33
(0)1 53 65 68 68 – atari@calyptus.net
- ATARI_CP_Ouverture-offre_EN_20221221_DEF
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