Item 1.01. Entry into a Material Definitive Agreement.
On
Rule 2.7 Announcement
Under the terms of the Acquisition, Codemasters shareholders will receive
The Acquisition will be conditioned upon, among other things, (i) approval of
the Scheme and the related resolutions by the requisite majorities of
Codemasters shareholders and the sanction of the
On the date of the Rule 2.7 Announcement and as provided for therein, the Company received irrevocable undertakings from Codemasters directors to vote in favor of the Scheme, who in the aggregate have beneficial ownership of 6,614,250 ordinary shares, or 4.34% of Codemasters' issued and outstanding shares.
The Company reserves the right, subject to the prior consent of the
Co-operation Agreement
Pursuant to the Co-operation Agreement, among other things, Codemasters has agreed to provide the Company with such information and assistance as may be reasonably required for the purposes of making any filings, notifications or submissions to any regulatory authority, and the Company has given certain undertakings to implement the Acquisition. The Co-operation Agreement also includes certain arrangements relating to Codemasters' share option plans.
The Co-operation Agreement may be terminated (i) upon mutual written agreement
of the parties, (ii) if the Codemasters board of directors withdraws or
qualifies their recommendation of the Scheme, (iii) if a competing proposal is
recommended by the Codemasters board of directors or becomes effective, (iv) if
a condition to the Acquisition has not been (or becomes incapable of being)
satisfied or waived, (v) if the Acquisition is withdrawn or lapses (other than
where such lapse or withdrawal is a result of the exercise of a right to switch
to a takeover offer) or (vi) if the Acquisition has not been consummated on or
before
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Further information relating to the Co-operation Agreement is contained in the Rule 2.7 Announcement.
The foregoing summaries of the Rule 2.7 Announcement and the Co-operation Agreement do not purport to be complete and are subject to, and qualified in their entirety by, the text of the Rule 2.7 Announcement, which is attached as Exhibit 2.1 hereto, and the Co-operation Agreement, which is attached as Exhibit 2.2 hereto, each of which is incorporated by reference herein.
Item 3.02. Unregistered Sales of
The information contained above in Item 1.01 is hereby incorporated by reference
into this Item 3.02. The shares of Company Common Stock to be issued to
Codemasters shareholders as partial consideration in the Acquisition will not be
registered under the Securities Act of 1933, as amended (the "Securities Act"),
and will be issued pursuant to the exemption provided by Section 3(a)(10) under
the Securities Act. If the Company exercises its right to implement the
Acquisition by way of a takeover offer, such takeover offer will be made in
compliance with applicable
Item 7.01. Regulation FD Disclosure.
The information contained above in Item 1.01 with respect to the Rule 2.7 Announcement is hereby incorporated by reference into this Item 7.01.
The information included in this Current Report on Form 8-K, including Exhibit 2.1 hereto, that is furnished pursuant to this Item 7.01 shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act. In addition, the information included in this Current Report on Form 8-K, including Exhibit 2.1 hereto, that is furnished pursuant to this Item 7.01 shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference into such filing.
Item 8.01. Other Events.
On
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description 2.1 Rule 2.7 Announcement, datedNovember 10, 2020 . 2.2 Co-operation Agreement, datedNovember 10, 2020 , by and between the Company and Codemasters. 99.1 Press Release, datedNovember 10, 2020 . 99.2 Investor Presentation, datedNovember 10, 2020 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
Additional Information and Where to Find It
This Current Report on Form 8-K is provided for informational purposes only and does not constitute an offer to sell, or an invitation to subscribe for, purchase or exchange, any securities nor shall there be any sale, issuance, exchange or transfer of the securities referred to in this document in any jurisdiction in contravention of applicable law.
The Company Common Stock to be issued in the Acquisition has not been and is not
expected to be registered under the Securities Act, or under the securities laws
of any state or other jurisdiction of
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securities" within the meaning of Rule 144(a)(3) under the Securities Act.
Persons who receive securities in the Acquisition (other than affiliates as
described below) may resell them without restriction under the Securities Act.
Former Codemasters shareholders (whether or not
The Company reserves the right, subject to the prior consent of the Panel, to
elect to implement the Acquisition by way of a takeover offer (as such term is
defined in the Companies Act). Any securities to be issued in connection with
such Acquisition, if implemented by way of a takeover offer, will be made in
compliance with applicable
None of the securities referred to in this Current Report on Form 8-K have been
approved or disapproved by the
Nothing in this Current Report on Form 8-K shall be deemed an acknowledgement
that any
Forward-Looking Information
The statements contained in this Current Report on Form 8-K which are not
historical facts are considered forward-looking statements under federal
securities laws and may be identified by words such as "anticipates,"
"believes," "estimates," "expects," "intends," "plans," "potential," "predicts,"
"projects," "seeks," "should," "will," or words of similar meaning and include,
but are not limited to, statements regarding the outlook for our future business
and financial performance. Such forward-looking statements are based on the
current beliefs of our management as well as assumptions made by and information
currently available to them, which are subject to inherent uncertainties, risks,
and changes in circumstances that are difficult to predict. Actual outcomes and
results may vary materially from these forward-looking statements based on a
variety of risks and uncertainties including the effect of the announcement of
the Acquisition on our business relationships, operating results and business
generally; the occurrence of any event or other circumstances that could give
rise to the termination of the Acquisition, or the failure to satisfy conditions
to completion of the Acquisition, including the receipt of all required
regulatory approvals; our ability to successfully integrate Codemasters'
operations and employees; the uncertainty of the impact of the COVID-19 pandemic
and measures taken in response thereto; the effect that measures taken to
mitigate the COVID-19 pandemic have on our operations, including our ability to
timely deliver our titles and other products, and on the operations of our
counterparties, including retailers, including digital storefronts and platform
partners, and distributors; the effects of the COVID-19 pandemic on consumer
demand and the discretionary spending patterns of our customers; the impact of
reductions in interest rates by the
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