Netflix, Inc. (“Netflix” or the “Offeror) and Next Games Corporation (“Next Games” or the “Company”) announced on March 2, 2022 the entry into a combination agreement, pursuant to which the Offeror has made a voluntary recommended public cash tender offer for all issued and outstanding shares (the “Shares) and stock options (the “Stock Options”) in the Company that are not held by the Company or its subsidiary (the “Tender Offer”). The offer period under the Tender Offer commenced on March 14, 2022 at 9:30 a.m. (Finnish time) and expired on April 8, 2022 at 4:00 p.m. (Finnish time).
In accordance with the terms and conditions of the Tender Offer, the completion of the Tender Offer is subject to, among other things, the Tender Offer having been validly accepted with respect to Shares representing, together with any Shares otherwise held by the Offeror prior to the date of the Offeror’s announcement of the final result of the Tender Offer, more than 90 percent of the Shares and voting rights of the Company, calculated in accordance with Chapter 18, Section 1 of the Finnish Companies Act (624/2006, as amended, the “Finnish Companies Act”) governing the right and obligation to commence compulsory redemption proceedings, on a fully diluted basis or the fulfilment of the condition being waived by the Offeror.
The Offeror has today published the following information:
According to the final result of the Tender Offer, the 28,238,797 Shares tendered in the Tender Offer represent approximately 94.0 percent of all the Shares and voting rights carried by the Shares. In addition, 100 percent of the Stock Options have been tendered in the Tender Offer, which implies, together with the tendered Shares, a holding of approximately 94.5 percent of all the Shares and voting rights carried by the Shares on a fully diluted basis. As all conditions to complete the Tender Offer have been fulfilled, the Offeror accepts the Shares and Stock Options tendered and will complete the Tender Offer in accordance with its terms and conditions.
The offer price will be paid to each shareholder and holder of Stock Options who has validly accepted, and not validly withdrawn, the Tender Offer in accordance with the terms and conditions of the Tender Offer, on or about April 14, 2022. The offer price will be paid in accordance with the payment procedures described in the terms and conditions of the Tender Offer. The actual time of receipt of the payment to each shareholder and holder of Stock Options will depend on the schedules for payment transactions between financial institutions and the agreements, if any, between the shareholder or holder of Stock Options and its account operator, custodian or nominee.
In order to allow also the remaining shareholders the possibility to accept the Tender Offer, the Offeror has decided to commence a subsequent offer period for the Shares in accordance with the terms and conditions of the Tender Offer (the “Subsequent Offer Period”). The Subsequent Offer Period will commence on April 14, 2022 at 9:30 a.m. (Finnish time) and expire on April 28, 2022 at 4:00 p.m. (Finnish time). During the Subsequent Offer Period, the Tender Offer can be accepted in accordance with the acceptance procedure described in the terms and conditions of the Tender Offer. All acceptances will be binding and cannot be withdrawn. Further instructions can be obtained from Danske Bank A/S, Finland Branch by sending an email to nextgames-offer@danskebank.com.
The Offeror will announce the preliminary percentage of the Shares validly tendered during the Subsequent Offer Period on or about April 29, 2022 and the final percentage on or about May 3, 2022. The offer price will be paid to each shareholder who has validly accepted, and not validly withdrawn, the Tender Offer during the Subsequent Offer Period in accordance with the terms and conditions of the Tender Offer, on or about May 4, 2022. The offer price will be paid in accordance with the payment procedures described in the terms and conditions of the Tender Offer. The actual time of receipt of the payment to each shareholder will depend on the schedules for payment transactions between financial institutions and the agreements, if any, between the shareholder and its account operator, custodian or nominee.
As communicated earlier, the Offeror intends to apply for the shares in Next Games to be delisted from First North Growth Market Finland maintained by Nasdaq Helsinki Ltd (“First North”) as soon as permitted and reasonably practicable under applicable laws and regulations and the rules First North. As the Offeror’s holding in Next Games will exceed 90 per cent of the Shares and voting rights of the Company, the Offeror will initiate compulsory redemption proceedings to acquire the remaining Shares in accordance with Chapter 18, Section 1 of the Finnish Companies Act.
The Offeror may acquire Shares on or after the date of this release in public trading on First North or otherwise.
