Sports Direct International plc (LSE:SPD) made an offer to acquire the remaining 61.51% stake in GAME Digital plc (LSE:GMD) from Marlborough Unit Trusts - Marlborough UK Micro-Cap Growth Fund, fund managed by Marlborough Fund Managers Limited and others for £31.9 million on June 5, 2019. Under the terms, Sports Direct will offer to acquire the remaining shares in GAME, other than the 66.56 million shares that it already owns out of the total 172.94 million shares of GAME, at £0.3 per share. Sports Direct has received a letter of intent to accept the Offer from Marlborough UK Nano-Cap Growth Fund in respect of a total of 4 million GAME Shares representing approximately 2.31% of the issued share capital of GAME. Sports Direct reserves the right to reduce the offer consideration by the amount of any dividend (or other distribution) which is paid or becomes payable by GAME to the holders of GAME shares. The offer price is final and will not be increased. Sports Direct currently owns 38.49% in GAME. In a related transaction, Sports Direct International plc acquired an additional 8.59% stake in GAME Digital plc from Marlborough Unit Trusts - Marlborough UK Micro-Cap Growth Fund, fund managed by Marlborough Fund Managers Limited for £4.5 million on June 5, 2019. The offer will be financed from the existing cash resources of Sports Direct. If the offer becomes unconditional or Sports Direct receives valid acceptances in respect of GAME Shares which, together with the GAME Shares owned, or agreed to be acquired, before or during the Offer by Sports Direct and its concert parties, represent not less than 75% of the voting rights attaching to the GAME Shares, Sports Direct intends to procure that GAME will make an application for the cancellation of the admission of GAME Shares to the Official List and to cancel trading in GAME Shares on the London Stock Exchange's main market for listed securities. Sports Direct will seek to re-register GAME as a private limited company.

Sports Direct intends to work with the GAME management team to develop and review GAME's existing strategic programme. The review will cover areas including the location, size and lease terms of GAME's sites, its headquarters and distribution centre, its product and services mix, and other key aspects of GAME's business and operations. The review could result in consolidation or closure of GAME sites and a consequent reduction or relocation in the employment of GAME's employees and management (and those of its subsidiaries) and a change in the balance of skills and functions. The review may also result in changes to the headquarters, headquarters functions and distribution centre and to the general operations of GAME. Sports Direct has no intention of changing the research and development functions of GAME, of making any material change to the conditions of employment or making any changes to employer contributions into GAME's pension schemes, the accrual of benefits for existing members and the admission of new members, nor the redeployment of the fixed assets of GAME.

The offer will lapse if any matter arising from the offer constitutes a concentration with a European Community dimension within the scope of the EUMR, the European Commission either initiates proceedings or makes a referral to a competent authority and there is then a CMA Phase 2 reference; or the Offer becomes subject to a CMA Phase 2 reference. If the Offer becomes, or is declared, unconditional in all respects and Sports Direct receives acceptances of the Offer in respect of, and/or otherwise acquires (together with those acting in concert with it), 90% or more of the GAME Shares to which the Offer relates and 90% or more of the voting rights attaching to such shares, Sports Direct intends to exercise its rights to acquire compulsorily, on the same terms as the offer, the remaining GAME Shares in respect of which the offer has not at such time been accepted. The offer is subject to valid acceptance of 50% of the voting right and approval of GAME shareholders. As on June 21, 2019, the board of GAME recommended the GAME shareholders to accept the offer. The offer period (as defined in the Takeover Code) that commenced on June 5, 2019 and ending on the earlier of the date on which the offer becomes or is declared unconditional as to acceptances and/or the date on which the offer lapses or is withdrawn. As of June 20, 2019, the offer will remain open for acceptance till July 11, 2019. The consideration will be settled by no later than July 25, 2019. As of July 8, 2019, Sports Direct has received acceptances for 15.82% stake and holds 54.31%. The offer become unconditional in all aspect. As of July 12, 2019, Sports Direct has received acceptances for 45% stake and holds 83.88%. As of July 26, 2019, the transaction is approved by European Commission.

Luke Bordewich, Stuart Ord, Tom Ballard, George Fry of Numis Securities Limited acted as sole financial advisor to Sports Direct and Jos Bieneman, Nick Hayns and Michael Russell of Citigate Dewe Rogerson Ltd. acted as financial advisor to GAME Digital plc. Sports Direct will pay £0.25 million fee to Numis, if the offer resulted in Sports Direct holding up to 49.9% stake in GAME. The fee will be £0.5 million, if the offer resulted in Sports Direct holding above 50% stake in GAME. Chris Robinson and Bobbie Hilliam of Canaccord Genuity Limited acted as financial advisors for GAME. Sports Direct will pay £0.2 million in legal advice.

Sports Direct International plc (LSE:SPD) completed the acquisition of remaining 61.51% stake in GAME Digital plc (LSE:GMD) from Marlborough Unit Trusts - Marlborough UK Micro-Cap Growth Fund, fund managed by Marlborough Fund Managers Limited and others on July 30, 2019. On July 9, 2019, the offer had been declared unconditional in all respects and that it would remain open for acceptance until July 30, 2019. On July 15, 2019, Sports Direct requested GAME to de-list the GAME Shares. The de-listing will occur on or shortly after August 12, 2019. As of July 30, 2019, Sports Direct had received valid acceptances in respect of a total of 103.3 million GAME Shares, representing approximately 58.47% which count towards the satisfaction of the acceptance condition to the offer. The acquisition of a number of the accepted shares have now been settled. In addition, Sports Direct holds approximately 69 million GAME Shares, representing approximately 39.39% of GAME's entire issued share capital. Accordingly, on July 30, 2019, Sports Direct owned or had received valid acceptances in respect of a total of 172.88 million GAME Shares, representing approximately 97.86 % of GAME's entire issued share capital. As Sports Direct has now received acceptances of the offer, acquired, or unconditionally contracted to acquire 90% or more in nominal value of the GAME Shares, Sports Direct now intends to exercise its rights in accordance with sections 974 to 991 of the 2006 Act to acquire compulsorily the remaining GAME Shares on the same terms as the offer.