Preliminary result for a later bidding period
Next Games Corporation Company Release 4/29/2022 at 4:00 PM (EET)
DOES NOT PUBLISH, PUBLISH OR DISTRIBUTE, WHOLE OR IN PARTICULAR, DIRECTLY OR INDIRECTLY, OR IN AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA OR ANY OTHER REPUBLIC OF BHIBES
Netflix, Inc. (“Netflix” or “Offerer) and Next Games Corporation (“The following games” or “Company) announced on 2 March 2022 the conclusion of a merger agreement under which the Offeror has made a voluntary recommended public tender offer for all issued and outstanding shares (“Stocks) and stock options (“Stock options) In a company which is not held by the Company or its subsidiary (‘Offer”). The offer period according to the tender offer began on March 14, 2022 at 9:30 am (Finnish time) and ended on April 8, 2022 at 4:00 pm (Finnish time). 14.4.2022 at 9.30 (Finnish time) The tenderer started the subsequent tender period (“Next offer time”) Of the Shares in accordance with the terms of the Tender Offer, which expired on April 28, 2022 at 4:00 PM (Finnish time).
Based on the preliminary results of the Retrospective Offer Period, the 616,504 Shares offered in the Tender Offer during the Retrospective Offer Period represent approximately 2.1 percent of all Shares and votes conferred by the Shares. The Shares offered in the subsequent Offer Period, together with the Shares offered during the initial Offer Period, represent approximately 96.0 percent of all Shares and the votes conferred by the Shares.
The Offeror confirms and publishes the final result of the Retrospective Offer Period on or about 3.5.2022. The Offer Price will be paid to each shareholder who has validly accepted the Tender Offer but has not validly withdrawn after the Tender Offer during the Offer Period in accordance with the terms of the Tender Offer, or approximately 4.5.2022. The offer price will be paid in accordance with the payment procedures described in the terms of the Tender Offer. The actual time of receipt of payment by each shareholder will depend on the timing of payment transactions between financial institutions and any agreements between the shareholder and its account operator, custodian or nominee.
On April 26, 2022, the Offeror has submitted an application to the Redemption Board of the Chamber of Commerce for the commencement of the compulsory redemption procedure in accordance with the Companies Act. The Offeror intends to apply for the delisting of the Shares from First North Growth Market Finland, maintained by Nasdaq Helsinki Oy (“The first north”) As soon as permitted and reasonably possible in accordance with applicable laws and regulations and First North’s rules.
The Offeror may acquire the Shares on or after the date of this release in the First North Growth Market Finland trading maintained by Nasdaq Helsinki Oy or otherwise.
Additional information:
Netflix
Media: [email protected]
Investor Relations: [email protected]
The following games
Saara Bergström, Communications Director
+358 (0) 40 588 3167
Media: [email protected]
Investor Relations: [email protected]
Certified Adviser: Aktia Alexander Corporate Finance Oy, tel. +358 (0) 50 520 4098
About Netflix
Netflix is the world’s leading streaming entertainment service with 222 million paid subscriptions in more than 190 countries, enjoying TV series, documentaries, movies and mobile games in a variety of genres and languages. Members can watch as much as they want, anytime, anywhere, on any Internet-connected screen. Members can play, pause, and resume watching without ads or commitments.
Information about upcoming games
Next Games is Finland’s first publicly listed developer and publisher of mobile games, specializing in entertainment franchise games such as movies, TV series or books. The developers of the critically acclaimed The Walking Dead are redefining the way franchising entertainment is turning into highly immersive service-based mobile games. Next Games runs several new games based on your beloved global IP addresses. The company’s latest game, Stranger Things: Puzzle Tales, is based on Netflix’s 80s hit horror drama series.
IMPORTANT INFORMATION
THIS NOTICE SHOULD NOT BE DISTRIBUTED OR OTHERWISE DISTRIBUTED, IN PART OR IN PART, DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA, OR INTO OTHER
THIS NOTICE IS NOT AN OFFER FOR THE OFFER AND THERE IS NO OFFER OR INVITATION TO TENDER. IN PARTICULAR, THIS NOTICE IS NOT AN OFFER FOR SALE OR REQUEST FOR A PURCHASE OFFER FOR THE SECURITIES DESCRIBED HEREIN AND IS NOT AN EXTENSION OF THE OFFER IN. . INVESTORS ACCEPT THE PURCHASE OFFER ON THE BASIS OF THE INFORMATION PROVIDED IN THE PURCHASE PROSPECTUS ONLY. OFFERS WILL NOT BE MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION, IF ANY OFFER OR PARTICIPATION IN THEM IS PROHIBITED BY APPLICABLE LAW OR ANY OFFER TO OFFER AN OFFER DOCUMENT
THE OFFER OF OFFER SHALL NOT BE MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION IN WHICH THE APPLICABLE LAW IS PROHIBITED, AND WHERE THE OFFER IS NOT ACCEPTED, APPLICABLE LAWS OR REGULATIONS. Special offer is not to be made directly or indirectly, within or using, or how, or how, or how to the instruments or equipment (included within, or to the Telefo, or Miss), Australia, Canada, Hong Kong, Japan, New Zealan or South Africa National or National Trade or any National ON THE STOCK EXCHANGE EVENT. THE OFFER CANNOT BE ACCEPTED, DIRECTLY OR INDIRECTLY, BY ANY SUCH USE, EQUIPMENT OR EQUIPMENT IN OR FROM ESTONIA, CANADA, HONG KONG, JAPAN, NORTH EAST OR SOUTH AFRICA OR SOUTH AFRICA
THIS COMPANY DATA SHEET IS PREPARED IN ACCORDANCE WITH FINNISH LAW, THE RULES OF THE GOVERNANCE CODE FOR FIRST NORTH AND HELSINKI AND THE INFORMATION PROVIDED MAY NOT BE THE SAME INFORMATION WHICH HAS BEEN DISCLOSED WITHOUT DISCLOSURE.
For information shareholders and holders Stock options Stateside
Shareholders and stock option holders in the United States are informed that the shares are not listed on the U.S. Stock Exchange and that Next Games is not subject to the periodic reporting requirements of the U.S. Stock Exchange Act of 1934, as amended (“Exchange law”) And is not required to make or report to the U.S. Securities and Exchange Commission (“SEC”) Below.
The tender offer applies to shares and stock options issued and outstanding by Next Games, which is domiciled in Finland, and is subject to Finnish disclosure and procedural requirements. The tender offer will be made in the United States in accordance with Exchange Act 14 (e) and Rule 14E, subject to the exception under Rule 14d-1 (d) (“Level II Exemption”) In accordance with the Exchange Act and otherwise in accordance with the disclosure and procedural provisions of Finnish law, including the liquidation procedures for the Tender Offer, cancellation, and timing of payments that deviate from U.S. requirements. In particular, the financial information contained in this release has been prepared in accordance with the accounting standards applicable in Finland, which may not be comparable with the financial statements or financial information of U.S. companies. The tender offer will be made to shareholders and Option Holders resident in the United States on the same terms as to all other shareholders and Option Holders to whom the offer is made. All disclosure documents, including this notice, will be distributed to U.S. shareholders and stock option holders in the same manner as such documents are provided to other shareholders or stock option holders.
The Offeror, its subsidiaries and the subsidiaries of its financial advisor may purchase or arrange to purchase the securities of Next Games in accordance with Finnish law, provided that certain conditions are met. These restrictions include, but are not limited to, the following: (i) such purchases may not be made in the United States; (ii) to the extent that such purchases or purchase arrangements are disclosed in Finland; and (iii) the consideration for the Tender Offer shall be increased to reflect any consideration paid outside the Tender Offer.
Neither the SEC nor any U.S. State Securities Commission has accepted or rejected the Tender Offer, assessed the merits or fairness of the Tender Offer, or commented on the adequacy, accuracy, or completeness of the Tender Offer. Any submission to the contrary is a crime in the United States.
Receipt of cash under the Tender Offer by a U.S. shareholder or stock option holder may be a taxable event for U.S. federal income tax purposes and in accordance with applicable U.S. and local and foreign and other tax laws. Each shareholder or stock option holder is advised to contact their independent professional advisors immediately regarding the tax implications of accepting the Tender Offer.
Shareholders or Stock Option Holders may find it difficult to exercise their rights and claims under U.S. federal securities laws because Next Games is located in a non-U.S. Jurisdiction and some or all of its officers and directors may be residents of non-U.S. Jurisdictions. Shareholders or stock option holders may not be able to sue Next Games or its equivalent officials or executives in a non-U.S. Court for violating U.S. federal securities laws. It may be difficult to force Next Games and its subsidiaries to submit to a U.S. court ruling.
Disclaimer
Goldman Sachs & Co. LLC acts solely on behalf of the Offeror and no one else in connection with the Tender Offer or the matters set forth herein, shall treat any person other than the Offeror as a customer in connection with the Tender Offer and shall not be liable for providing protection to anyone other than the Offeror in connection with the Tender Offer or any other transaction giving advice.
Danske Bank A / S, the Finnish branch, operates solely on behalf of the Offeror and no one other than the Offeror in connection with the Tender Offer is held by anyone other in connection with the Tender Offer or the matters mentioned in this document. Provides and is not responsible for providing protection to anyone other than the Offeror to its customers or for providing advice in connection with the Tender Offer or any other transaction or arrangement referred to in this document.