NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTOAUSTRALIA ,CANADA ORJAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL Reference is made to the offer document dated19 February 2020 (the "Offer Document") regardingTencent Holdings Limited ("Tencent "), through the indirectly owned subsidiaryTencent Cloud Europe B.V. (the "Offeror") recommended voluntary offer for all the outstanding shares inFuncom SE ("Funcom ") against a settlement in cash ofNOK 17.00 per share (the "Offer"). Furthermore, reference is made to the stock exchange notice made by the Offeror on16 March 2020 and19 March 2020 regarding extensions of the period during which the offer can be accepted ("Acceptance Period") until23 March 2020 at 16:30 hours CET and the stock exchange announcement of17 March 2020 regarding update on acceptances. Pursuant to the Offer Document section 4.2 and section 4.9, the Offeror hereby extends the Acceptance Period to25 March 2020 at 16:30 hours CET. As a consequence of the extension, the settlement of the Offer will be postponed correspondingly, so that the settlement will be made within reasonable time after the Offeror announces that the conditions for Completion of the Offer (as set out in the Offer Document section 4.3) have been met or waived and in no event more than 10 (ten) Business Days after the date of such announcement. The Acceptance Period will not be further extended and the Offeror intends upon expiry of the Acceptance Period, as extended, to proceed towards completion of the Offer. Other than set out above, there are no amendments to the terms of the Offer or the Offer Document. The acceptances already tendered will remain binding and there is no need for shareholders that have already accepted the Offer to take any action whether to confirm their acceptances or otherwise. Preliminary counting shows that the Offeror has, shortly before the time of release of this announcement, received acceptances of the Offer for a total of 54,559,778 shares, representing approximately 67.02% of the outstanding shares and voting rights inFuncom . As a result of the above and previous acquisition of shares, the Offeror owns, or has, through acceptances, rights to, in total 76,900,999 shares inFuncom , representing in total approximately 94.46% of the share capital (calculated on a Fully Diluted basis as set out in section 4.3 of the Offer Document). Provided that no conditions for completion are breached (see the Conditions for Completion of the Offer in the Offer Document section 4.3), the Offer is expected to be completed at the end of the Acceptance Period as adjusted. The Offeror would like to point out, as further set out in section 5.9 of the Offer Document, that the Offeror will be exempted from making a mandatory offer pursuant to article 5:71 of the Dutch Financial Supervision Act, if the Offer: (i) has been declared unconditional, and (ii) the Offeror (upon the unconditional Offer) has more than 50% (fifty per cent) of the issued and outstanding Shares and voting rights in the Company. The complete terms and conditions for the Offer, including procedures for how to accept the Offer and detailed information regarding settlement, are set out in the Offer Document, with the amended Acceptance Period for the Offer as described herein. The Offer Document is, subject to regulatory restrictions in certain countries, available at www.dnb.no/emisjoner and www.funcom.com.J.P. Morgan Securities Plc is acting as financial advisor toTencent and the Offeror andDNB Markets , a part ofDNB Bank ASA , is acting as domestic financial advisor and receiving agent (retail@dnb.no, +47 23 26 81 01).Baker McKenzie and AGP Advokater AS (Norway ) are acting as legal advisors toTencent and the Offeror in connection with the Offer. AboutFuncom Funcom is an independent developer and publisher of computer and console games.Funcom was founded in 1993 and listed on theOslo Stock Exchange in 2005.Funcom became one of the pioneers of massively multiplayer online role-playing games ("MMORPG") whenFuncom released the PC game Anarchy Online. Over the course of its history,Funcom has developed and published around 30 game titles across several genres and gaming platforms. Currently,Funcom holds a broad portfolio of both released games and owned content, with high-degree control of its IPs.Funcom's key active game portfolio includes Conan Exiles, Mutant Year Zero, Secret World Legends, Conan Unconquered as well other games such as Age of Conan, Anarchy Online, The Park, Hide & Shriek and The Longest Journey. AboutTencent Tencent uses technology to enrich the lives of Internet users.Tencent's communications and social platforms, Weixin and QQ, connect users with each other and with digital content and services, both online and offline, making their lives more convenient.Tencent's targeted advertising platform helps advertisers reach out to hundreds of millions of consumers inChina .Tencent's FinTech and business services support its partners' business growth and assist their digital upgrade.Tencent invests heavily in talent and technological innovation, actively promoting the development of the Internet industry.Tencent was founded inShenzhen, China , in 1998. Shares ofTencent (00700.HK) are listed on the Main Board of theStock Exchange of Hong Kong . Important information about this release This is a public announcement byTencent and contains inside information as meant in the European Market Abuse Regulation (596/2014) and the Norwegian Securities Trading Act section 3-2 and is further subject to the disclosure requirements according to Section 5-12 of the Norwegian Securities Trading Act. This announcement is for information purposes only and does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities. The Offer Document contains further details regarding the Offer, and theFuncom shareholders are advised to review the Offer Document in detail. The Offer and the distribution of this announcement and other information in connection with the Offer may be restricted by law in certain jurisdictions.Tencent assumes no responsibility in the event there is a violation by any person of such restrictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions. The Offer is subject to disclosure and procedural requirements of the Kingdom ofNorway , which are different from those inthe United States . In addition, the payment and settlement procedures with respect to the Offer will comply with the relevant Norwegian rules, which differ fromthe United States payment and settlement procedures. This release contains certain forward-looking statements within the meaning of the securities laws and regulations of various international, federal, and state jurisdictions. All statements, other than statements of historical fact, included herein, including without limitation, statements regarding the Offer, future plans and objectives ofFuncom , the Offeror orTencent Holdings Limited are forward-looking statements that involve risk and uncertainties. There can be no assurances that such statements will prove to be accurate and actual results could differ materially from those anticipated in such statements. THE OFFER WILL NOT BE MADE IN ANY JURISDICTION IN WHICH MAKING OF THE OFFER WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION. THIS ANNOUNCEMENT DOES NOT IN ITSELF CONSTITUTE AN OFFER. THE OFFER WILL ONLY BE MADE ON THE BASIS OF THE OFFER DOCUMENT AND CAN ONLY BE ACCEPTED PURSUANT TO THE TERMS OF SUCH DOCUMENT.
Click here for more information
© Oslo Bors ASA, source