Electronic Arts Inc. (NasdaqGS:EA) entered into an agreement and plan of merger to acquire Glu Mobile Inc. (NasdaqGS:GLUU) from a group of shareholders for $2.2 billion on February 8, 2021. Each outstanding share of Glu common stock 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. The transaction is to be financed with EA's cash on hand. Post-acquisition, Glu will continue as the surviving corporation and wholly owned subsidiary of Electronic Arts. As a result of Glu Mobile will cease to be a publicly traded company. If the merger is terminated by Glu, Glu will be required to pay to Electronic Arts a termination fee of $78.9 million in cash.

The anticipated continued employment of certain of our executive officers by Electronic Arts or the surviving corporation following the effective time. The completion of the Merger is subject to certain customary closing conditions, including, among others: 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, the absence of any law or order restraining, enjoining, or otherwise prohibiting the consummation of the Merger, 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, affirmative approval from the Austrian Governmental Authority will have been obtained. The Board of Directors of Glu Mobile recommends the Glu Mobile's shareholders to vote “FOR” the proposal to adopt the merger agreement. The Board of Directors of Electronic Arts and The Board of Directors of Glu Mobile have unanimously approved the transaction. On March 25, 2021, the applicable waiting period under the HSR Act expired. On March 26, 2021, Glu received clearance from the AFCA with respect to the merger. The special meeting of Glu's stockholders scheduled to be held on April 26, 2021. The transaction is anticipated to close in the quarter ending June 30, 2021. Upon closing, the acquisition will be immediately accretive to Electronic Arts' total net bookings and is expected to grow underlying profitability beginning in its first year.

J.P. Morgan Securities LLC acted as exclusive financial advisor and provided a fairness opinion to Electronic Arts. Kirsten Jensen, Tristan Brown, Patricia K. Adams, Lori E. Lesser, Sophie A. Staples and Sara Y. Razi of Simpson, Thacher & Bartlett LLP acted as legal counsel to Electronic Arts. Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC acted as financial advisors and provided fairness opinion to Glu and UBS Securities LLC acted as financial advisor to Glu.  David A. Bell, David K. Michaels, Julia Forbess, Liz Gartland, Nicholas Frey, Helen Christakos, Stephen Gillespie, Joseph Schenck, Mark Ostrau, Dean Kristy, Felix Lee, Larissa Neumann and Ora Grinberg of Fenwick & West LLP acted as legal advisors to Glu. Philip Richter, Roy Tannenbaum and Ryan T. Fung of Fried Frank acted as counsel to Goldman Sachs. Innisfree M&A Inc. acted as information agent to Glu Mobile for a fee of up to $20,000, plus the reimbursement of out-of-pocket expenses. Glu has agreed to pay Goldman Sachs for its services in connection with the merger a transaction fee of $15 million, $2 million of which was payable upon delivery of its fairness opinion, and the remainder of which is contingent upon completion of the merger. Glu has agreed to pay Morgan Stanley a fee of approximately $15 million for its services, $2 million of which has been paid following delivery of the opinion and the remainder of which is contingent upon the consummation of the merger. Melissa Sawyer, Stephen Kotran, Nikolaos Andronikos, Carsten Berrar, Matthew Goodman, Alison Ressler and John Savva of Sullivan & Cromwell LLP acted as legal advisor to UBS Securities LLC. Christopher D. Dillon of Gibson, Dunn & Crutcher LLP represented Morgan Stanley & Co. LLC. American Stock Transfer & Trust Company, LLC acted as transfer agent to Glu Mobile Inc.

Electronic Arts Inc. (NasdaqGS:EA) completed the acquisition of Glu Mobile Inc. (NasdaqGS:GLUU) from a group of shareholders on April 29, 2021. In connection with the consummation of the Merger, as of the Effective Time, each of Darla Anderson, Eric. R. Ball, Greg Brandeau, Nick Earl, Ben Feder, Niccolo M. de Masi, Hany M. Nada, Benjamin T. Smith, IV and Gabrielle Toledano resigned from the Glu Mobile's Board of Directors and each committee thereof. Carlos Calonge – President and Jacob J. Schatz – Vice President and Secretary became the directors of the Glu Mobile. In addition, Scott Leichtner was appointed as a Vice President of the Glu Mobile as of the Effective Time and Electronic Arts also assumed all outstanding unvested equity awards held by Glu employees.