Item 1.01 Entry into a Material Definitive Agreement.
On February 8, 2021, Electronic Arts Inc. ("Electronic Arts" or the "Company")
entered into an Agreement and Plan of Merger (the "Merger Agreement") by and
among the Company, Giants Acquisition Sub, Inc., a Delaware corporation and
wholly owned subsidiary of the Company ("Merger Sub") and Glu Mobile Inc., a
Delaware corporation ("Glu"). Pursuant to the Merger Agreement, and upon the
terms and subject to the conditions therein, Merger Sub will merge with and into
Glu (the "Merger"), with Glu surviving the Merger and continuing as a wholly
owned subsidiary of the Company.
Subject to the terms and conditions of the Merger Agreement, at the effective
time of the Merger (the "Effective Time"), each outstanding share of Glu common
stock, par value $0.0001 per share, of Glu (collectively, the "Glu Shares")
(other than (i) Glu Shares owned directly or indirectly by the Company, Glu,
Merger Sub or any of their respective subsidiaries immediately prior to the
Effective Time and (ii) Glu Shares owned by a holder who has properly demanded
appraisal under Delaware law) will be automatically converted into the right to
receive $12.50 in cash, without interest (the "Merger Consideration") and less
any applicable withholding taxes, which represents an equity value of
$2.4 billion, and a total enterprise value of $2.1 billion including Glu's net
cash of $364 million.
Under the terms of the Merger Agreement, the completion of the Merger is subject
to certain customary closing conditions, including, among others: (i) the
approval of the Merger and adoption of the Merger Agreement by the affirmative
vote of the holders of at least a majority of the outstanding Glu Shares
entitled to vote thereon in favor of the adoption of the Merger Agreement and to
approve the Merger; (ii) the accuracy of the parties' respective representations
and warranties in the Merger Agreement, subject to specified materiality
qualifications; (iii) compliance by the parties with their respective covenants
in the Merger Agreement in all material respects; (iv) the absence of any law or
order restraining, enjoining, or otherwise prohibiting the consummation of the
Merger; (v) the expiration of the waiting period applicable to the Merger under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and
receipt of Austrian antitrust approval; and (vi) the absence of a material
adverse effect (as defined in the Merger Agreement) with respect to Glu on or
after the date of the Merger Agreement that is continuing as of immediately
prior to the Effective Time.
The Merger Agreement and the consummation of the transactions contemplated
thereby have been unanimously approved by the Glu board of directors, and the
Glu board of directors has resolved to recommend to the stockholders of Glu to
adopt the Merger Agreement, subject to its terms and conditions.
The Merger Agreement provides that, at the Effective Time, (i) each outstanding
vested and unexercised option relating to Glu Shares will be cancelled and
converted into the right to receive an amount in cash, without interest and less
any applicable withholding taxes, equal to the product of the number of Glu
Shares subject to such vested option multiplied by the excess, if any, of the
Merger Consideration over the applicable per share exercise price of such
option, (ii) each outstanding vested and unsettled restricted stock unit
relating to Glu Shares will be cancelled and converted into the right to receive
an amount in cash, without interest and less any applicable withholding taxes,
equal to the Merger Consideration in respect of each Glu Share covered by such
restricted stock unit, and (iii) all outstanding unvested options and unvested
restricted stock units relating to Glu Shares will be assumed by the Company and
converted into corresponding awards relating to a number of shares of common
stock, par value $0.01 per share, of the Company in accordance with the formula
in the Merger Agreement, with substantially identical terms and conditions as
were applicable to the corresponding Glu awards immediately prior to the
Effective Time, except as such terms and conditions are modified by the Merger
Agreement. For each outstanding and unvested option or unvested restricted stock
unit granted with performance-based metrics under any of the Glu equity plans
for which the performance period has not been completed as of the Effective
Time, the applicable performance metrics of such option or restricted stock unit
will, as of immediately prior to the Effective Time, be deemed achieved at
"target" (or such other criteria as are set forth in the Merger Agreement) and
will be converted to a time-based vesting schedule that corresponds to each
performance period.
The Merger Agreement contains customary representations, warranties and
covenants made by each of the Company, Merger Sub and Glu, including, among
others, covenants by Glu regarding the conduct of its business during the
pendency of the transactions contemplated by the Merger Agreement, public
disclosures and other matters. Glu, its subsidiaries and its and their
respective representatives are required, among other things, not to solicit
alternative acquisition proposals and, subject to certain exceptions, not to
engage in discussions or negotiations regarding an alternative acquisition
proposals.
Both the Company and Glu may terminate the Merger Agreement under certain
specified circumstances, including (i) if the Merger is not consummated by
August 7, 2021, subject to an extension of up to 3 months in order to obtain
required regulatory approval, (ii) if the approval of the Glu stockholders is
not obtained and (iii) if Glu's board (or a duly authorized committee thereof)
changes its recommendation with respect to the proposed transaction or enters
into an alternative acquisition agreement for a Superior Proposal (as defined in
the Merger Agreement). In certain circumstances in connection with the
termination of the Merger Agreement, including if the Glu board of directors (or
a duly authorized committee thereof) changes or withdraws its recommendation of
the Merger to its stockholders or terminates the Merger Agreement to enter into
an alternative acquisition agreement with respect to a Superior Proposal, Glu
will be required to pay the Company a termination fee of $78.9 million in cash.
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The foregoing description of the Merger Agreement does not purport to be
complete and is subject to and qualified in its entirety by the text of the
Merger Agreement, which is attached as Exhibit 2.1 hereto and is incorporated by
reference herein.
The Merger Agreement has been attached to provide investors with information
regarding its terms. It is not intended to provide any other factual information
about the Company, Merger Sub or Glu. In particular, the assertions embodied in
the representations and warranties contained in the Merger Agreement are
qualified by information in confidential disclosure letters provided by Glu to
the Company in connection with the signing of the Merger Agreement or in filings
of the parties with the United States Securities and Exchange Commission (the
. . .
Item 7.01 Regulation FD Disclosure.
The information contained below in Item 8.01 with respect to the Merger is
hereby incorporated by reference into this Item 7.01.
Item 8.01 Other Events.
On February 8, 2021, the Company issued a press release announcing the terms of
the Merger Agreement and provided supplemental information regarding the Merger
in a presentation to analysts and investors. The press release and the investor
presentation are attached as Exhibit 99.1 and Exhibit 99.2, respectively, to
this Current Report on Form 8-K, and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibit
No. Description
2.1* Agreement and Plan of Merger, dated as of February 8, 2021, by and
among Electronic Arts Inc., Giants Acquisition Sub, Inc. and Glu Mobile
Inc.
10.1 Voting and Support Agreement, dated as of February 8, 2021, by and
among Electronic Arts Inc., Giants Acquisition Sub, Inc. and Red River
Investment Limited.
99.1 Press Release, dated as of February 8, 2021.
99.2 Investor Presentation, dated as of February 8, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
* Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The
Company hereby undertakes to furnish supplemental copies of any omitted
schedules upon request by the SEC; provided, however, that the Company may
request confidential treatment pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934, as amended, for any schedules or exhibits so furnished.
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Forward-Looking Statements
This Current Report on Form 8-K may contain statements, other than statements of
current or historical fact, that constitute "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995, including
statements with respect to the proposed merger of a wholly owned subsidiary of
Electronic Arts with and into Glu on the terms and subject to the conditions set
forth in the Agreement and Plan of Merger, dated as of February 8, 2021 to which
Electronic Arts and Glu are party (the "Merger Agreement"), and the benefits and
the anticipated timing of the proposed transaction. In some cases, you can
identify forward-looking statements by terminology such as "anticipate,"
"believe," "expect," "intend," "estimate," "project," "forecast," "plan,"
"predict," "seek," "goal," "will," "may," "likely," "should," "could," and
similar expressions or expressions of the negative of these terms. These
forward-looking statements are not guarantees of future performance and reflect
management's current expectations. Our actual results could differ materially
from those discussed in the forward-looking statements. Some of the factors
which could cause Electronic Arts' results to differ materially from its
expectations include the following: the impact of the announcement of the merger
on Electronic Arts' and Glu's business and operating results, including the
effect of the announcement of the merger on the ability of Electronic Arts or
Glu to retain and hire key personnel and maintain relationships with players,
partners and others with whom Electronic Arts or Glu do business; the occurrence
of any circumstance or any other events that could give rise to the termination
of the proposed transaction, or the failure to obtain Glu's stockholder approval
or failure to satisfy any other conditions precedent to consummate the proposed
transaction, including the receipt of all necessary regulatory approvals on a
timely basis or at all; Electronic Arts' ability to successfully integrate Glu's
operations and employees; risks that the merger disrupts current ongoing
business operations; risks of litigation and/or regulatory actions related to
the merger; the impact of the COVID-19 pandemic; Electronic Arts' ability to
realize the anticipated benefits of acquisitions; and other factors described in
Part II, Item 1A of Electronic Arts' or Glu's latest Quarterly Report on Form
10-Q under the heading "Risk Factors," as well as in other documents we or Glu
have filed with the Securities and Exchange Commission, including our Annual
Report on Form 10-K for the fiscal year ended March 31, 2020 and Glu's Annual
Report on Form 10-K for the fiscal year ended December 31, 2019. These
forward-looking statements are current as of the date hereof. Neither Electronic
Arts nor Glu assumes any obligation to revise or update any forward-looking
statement for any reason, except as required by law.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in respect of the
proposed acquisition of Glu by Electronic Arts. In connection with the proposed
merger, Glu intends to file with the SEC a proxy statement regarding the
proposed transaction and mail or otherwise provide a proxy statement and a proxy
card to each stockholder entitled to vote at the special meeting relating to the
proposed merger. Each of Electronic Arts and Glu may also file other relevant
documents with the SEC regarding the proposed transaction. This document is not
a substitute for the proxy statement or any other document that Electronic Arts
or Glu may file with the SEC. The definitive proxy statement/prospectus (if and
when available) will be mailed to stockholders of Glu. INVESTORS AND SECURITY
HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS
THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO
THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME
AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION. Investors and security holders will be able to obtain free
copies of the proxy statement (if and when available) and other documents
containing important information about Electronic Arts, Glu and the proposed
transaction, once such documents are filed with the SEC through the website
maintained by the SEC at http://www.sec.gov. Copies of the documents filed with
the SEC by Electronic Arts will be available free of charge on Electronic Arts'
website at ir.ea.com or by contacting Electronic Arts' Investor Relations
department at ir@ea.com. Copies of the documents filed with the SEC by Glu will
be available free of charge on Glu's website at www.glu.com/investors or by
contacting Bob Jones / Taylor Krafchik, Ellipsis, at IR@glu.com.
Certain Information Regarding Participants in the Solicitation
Electronic Arts and Glu and certain of their respective directors and executive
officers and other members of management and employees may be deemed to be
participants in the solicitation of proxies in respect of the proposed merger.
You can find information about the directors and executive officers of
Electronic Arts, including a description of their direct or indirect interests
(by security holdings or otherwise), in its proxy statement for its 2020 annual
meeting of stockholders, which was filed with the SEC on June 19, 2020, and
Electronic Arts' Annual Report on Form 10-K for the fiscal year ended March 31,
2020, which was filed with the SEC on May 20, 2020, and on its website at
ir.ea.com. You can find information about the directors and executive officers
of Glu, including a description of their direct or indirect interests (by
security holdings or otherwise), in its proxy statement for its 2020 annual
meeting of stockholders, which was filed with the SEC on April 28, 2020, and in
its Annual Report on Form 10-K for the fiscal year ended December 31, 2019,
which was filed with the SEC on February 28, 2020, and on its website at
www.glu.com/investors. Other information regarding the potential participants
will be included in the proxy statement and other relevant documents filed with
the SEC if and when they become available. Investors should read the proxy
statement carefully when it becomes available before making any voting or
investment decisions. You may obtain free copies of these documents from
Electronic Arts or Glu using the sources indicated above.
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