Item 2.01 Completion of Acquisition or Disposition of Assets.
As previously disclosed in a Current Report on Form-8-K filed byElectronic Arts Inc. (the "Company") with theSecurities and Exchange Commission , onDecember 14, 2020 , the Company issued an announcement (the "Rule 2.7 Announcement") pursuant to Rule 2.7 of the United Kingdom City Code on Takeovers and Mergers (the "Code") disclosing the terms of an all-cash offer byCodex Games Limited , an indirect subsidiary of the Company, to acquire all of the issued and to be issued ordinary shares of Codemasters Group Holdings plc, a public limited company registered inEngland andWales ("Codemasters"). OnFebruary 18, 2021 , the Company completed the previously announced acquisition (the "Acquisition") of all of the outstanding ordinary shares of Codemasters for604 pence (approximatelyUS$8.37 *) in cash for each ordinary share of Codemasters with an implied enterprise value ofUS$1.2 billion *. The Acquisition was implemented by way of a court-sanctioned scheme of arrangement under theUK Companies Act 2006 and under the Code.
The Acquisition was funded with existing cash on hand.
The foregoing description of the Acquisition does not purport to be complete and is subject to and qualified in its entirety by the text of the Rule 2.7 Announcement and the Co-operation Agreement entered into in connection with the Acquisition, which are filed as Exhibit 2.1 and Exhibit 2.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
*US$ equivalent values are stated at an exchange rate of
Item 8.01 Other Events.
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 2.1 Rule 2.7 Announcement, datedDecember 14, 2020 (incorporated by reference to the Company's Current Report on Form 8-K filed onDecember 14, 2020 ). 2.2 Co-operation Agreement, datedDecember 14 ,
2020, by and between the
Company and Codemasters (incorporated by
reference to Exhibit 2.2 to the
Company's Current Report on Form 8-K filed onDecember 14, 2020 ). 99.1 Press Release, datedFebruary 18, 2021 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
--------------------------------------------------------------------------------
© Edgar Online, source