Sega Europe Limited entered into the combination agreement to acquire Rovio Entertainment Oyj (HLSE:ROVIO) from a group of sellers and others for approximately ?700 million on April 17, 2023. The shareholders of Rovio are offered ?9.25 in cash for each validly tendered share and the option holders of Rovio are offered ?1.48 in cash for each validly tendered option, each respectively subject to any adjustments. The offeror plans to use cash on hand available within the Sega group to fund the offer. In the event of terminated for certain reasons specified in the combination agreement, the Rovio has agreed to reimburse expenses incurred by the offeror up to the maximum amount of ?8 million and, in other certain circumstances, the offeror has agreed to reimburse expenses incurred by the Rovio up to the maximum amount of ?2 million. The completion of the Offer is not expected to have any immediate material effects on the operations, assets, the position of the management or employees, or the location of the offices of Rovio. However, the offeror intends to change the composition of the Board of Directors of Rovio after the completion of the offer and might investigate the possibility to change the legal domicile of the Company.

Moor Holding AB, Brilliant Problems Oy, Adventurous Ideas Oy, Oy Impera Ab, Niklas Hed, Mert Can Kurum, Ilmarinen Mutual Pension Insurance Company and Veritas Pension Insurance Company Ltd., who in aggregate hold approximately 49.1% in Rovio, have irrevocably undertaken to accept the Offer, subject to certain customary conditions. Upon acceptance of more than 90% stake in target, the offeror will have a right to commence compulsory redemption proceedings. The Board of Directors of Rovio, have unanimously recommended the offer. The completion of offer is the receipt of all necessary regulatory, governmental or similar approvals, permits clearances or other actions by any competition authorities, required under applicable laws in any jurisdiction and the offeror having achieved acceptances in respect of more than 90% of the shares and votes in Rovio on a fully diluted basis. As of July 25, 2023, Sega Europe Limited has received all necessary regulatory approvals. The offer period under the offer is expected to commence on or about May 8, 2023, and to expire on or about July 3, 2023, unless extended. As of July 3, 2023, the offer is expected to expire on or about August 7, 2023. The transaction is currently expected to be completed during the third quarter of 2023. As of July 3, 2023, The transaction is expected to be during the second quarter of fiscal year 2024. On August 11, 2023, the offeror commenced a subsequent offer period to be expired on August 25, 2023.

BofA Securities Japan Co., Ltd acted as financial adviser, Danske Bank A/S, Finland Branch as arranger and Hannes Snellman Attorneys Ltd as legal adviser of Sega in connection with the offer. Goldman Sachs International acted as financial adviser and fairness opinion provider and Roschier, Attorneys Ltd. acted as legal adviser of Rovio in connection with the offer. Kaarli Eichhorn of Jones Day (London) acted as legal advisor to Sega Europe Limited. Pekka Hiltunen and Mikko Hirvonen of Danske Bank A/s acted as financial advisor to Sega Europe Limited

Sega Europe Limited completed the acquisition of 96.3% stake in Rovio Entertainment Oyj (HLSE:ROVIO) from a group of sellers and others for approximately ?680 million on August 10, 2023. The offer consideration will be paid on or about August 17, 2023, to each shareholder and option holder in Rovio who has validly accepted, and not validly withdrawn, the Offer in accordance with the terms and conditions of the Offer. The offer consideration will be paid in accordance with the payment procedures described in the terms and conditions of the Offer.