Glu Mobile (NASDAQ:GLUU)
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Glu Mobile Inc. ("Glu") (NASDAQ:GLUU) today announced that as of 3:00
p.m. GMT on February 15, 2008, it had received valid acceptances
representing 52.83 percent of the issued share capital of Superscape
Group plc (“Superscape”)
through its tender offer. In addition, valid acceptances are pending for
shares representing an additional 8.07 percent in respect of a
previously provided commitment to accept the offer. On receipt of this
8.07 percent, Glu will have received valid acceptances representing
60.90 percent of the issued share capital of Superscape. Glu has
extended the offer period such that the offer will remain open for
acceptance until 3:00 p.m. GMT on February 22, 2008.
Transaction Details
On January 25, 2008, Glu made a recommended cash offer of 10 pence per
share for Superscape’s entire issued and to be
issued share capital. The offer, which has been unanimously recommended
by the board of directors of Superscape, values Superscape at
approximately $36 million, or $25 million when accounting for the $11
million of cash and equivalents held on Superscape’s
balance sheet as of October 31, 2007. The purchase of Superscape shares
in the tender offer will be funded out of Glu's existing cash resources.
At the time it commenced the offer, Glu had received irrevocable
undertakings and a letter of intent from Superscape shareholders
representing, in aggregate, approximately 34% of Superscape's issued
share capital. Assuming the above referenced shares representing 8.07
percent that are pending acceptance are included, all of these shares
have now tendered their acceptance of the offer.
The offer is being conducted under the terms of the U.K. City Code on
Takeovers and Mergers and is subject to the satisfaction and/or waiver
of a set of standard terms and conditions, including, but not limited
to, the receipt by Glu of 90% acceptances to the offer by Superscape
shareholders. Any of the conditions can be waived at the discretion of
Glu.
It is Glu's intention that, following the Offer becoming or being
declared unconditional in all respects, Glu will procure that Superscape
applies to the UK Listing Authority for the cancellation of listing of
Superscape Shares on the Official List and to the London Stock Exchange
for cancellation of admission to trading of Superscape Shares on its
market for listed securities. The cancellation of listing and admission
to trading of Superscape Shares would significantly reduce the liquidity
and marketability of Superscape Shares in respect of which acceptances
of the Offer are not submitted.
Terms used in this announcement shall have the meaning given to them in
the Offer Document dated 25 January 2008, unless the context requires
otherwise.
Glu will not provide financial guidance on the expected impact of the
acquisition until after the transaction has been successfully completed.
About Glu
Glu (NASDAQ:GLUU) is a leading global publisher of mobile games. Its
portfolio of top-rated games includes original titles Super K.O.
Boxing!, Stranded and Brain Genius, and titles based on major brands
from partners including Atari, Activision, Konami, Harrah's, Hasbro,
Warner Bros., Microsoft, PlayFirst, PopCap Games, SEGA and Sony. Founded
in 2001, Glu is based in San Mateo, Calif. and has offices in London,
France, Germany, Spain, Italy, Hong Kong, China, Sao Paulo and Chile.
Consumers can find high-quality, fresh entertainment created exclusively
for their mobile phones wherever they see the 'g' character logo or at www.glu.com.
About Superscape
Superscape is the world's leading publisher of 3D mobile games.
Superscape is quoted on the London Stock Exchange and has corporate
offices in San Clemente, California (USA) and Fleet, Hampshire (UK),
together with a development and production facility in Moscow.
This news release contains certain forward-looking statements with
respect to the plans, objectives and expected performance of Superscape
and Glu. Such statements relate to events and depend on circumstances
that will occur in the future and are subject to risks, uncertainties
and assumptions. There are a number of factors which could cause actual
results and developments to differ materially from those expressed or
implied by such forward-looking statements including, among others, the
risk that the offer is not consummated in a timely manner (if at all);
the risk that the anticipated benefits of the combination of the Glu and
Superscape businesses will not materialize; the enactment of legislation
or regulation that may impose costs or restrict activities; the
re-negotiation of contracts or licenses; risks regarding the loss of key
wireless carrier customers or subscribers; risks relating to the
integration of the businesses of Glu and Superscape including that such
integration efforts may result in unforeseen operating difficulties and
expenditures; risks related to the diversion of management's attention
from ongoing business operations as a result of the offer process; risks
relating to employee retention; fluctuations in demand and pricing in
the mobile industry; fluctuations in exchange controls; changes in
government policy and taxations; industrial disputes; war and terrorism.
This list is not exhaustive of the factors that may affect the
forward-looking information. These and other factors should be
considered carefully and undue reliance should not be placed on such
forward-looking information. Although this announcement has attempted to
identify important factors that could cause actual actions, events or
results to differ materially from those described in forward-looking
statements, there may be other factors that cause actions, events or
results to differ materially from those anticipated, estimated or
intended and therefore there can be no assurance that forward-looking
statements will prove accurate. Forward-looking statements contained in
this news release in respect of Superscape and/or Glu are made as of the
date of this news release based on the opinions and estimates of
management. Subject to requirements to update under any applicable
regulation or law, Superscape and Glu disclaim any obligation to update
any forward-looking statements, whether as a result of new information,
estimates or opinions, future events, results or otherwise. Information
on some risks and uncertainties are described in the "Risk Factors"
section of Glu's Form 10-Q for the quarter ended September 30, 2007,
filed with the U.S. Securities and Exchange Commission on November 14,
2007. Copies of the Form 10-Q are available from Glu's web page at www.glu.com.
For a further list and description of such risks and uncertainties, see
the reports filed by Glu with the US Securities and Exchange Commission.
Glu disclaims any intention or obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise.
This news release does not constitute, or form part of, an offer or
solicitation of any offer to sell or an invitation to purchase any
securities or the solicitation of an offer to buy any securities,
pursuant to the offer or otherwise. The offer will be made solely by
means of the formal offer document and the related form of acceptance
accompanying the formal offer document, which contains the full terms
and conditions of the offer, including details of how the offer may be
accepted. Any acceptance or other response to the offer should be made
on the basis of the information in the formal offer document and the
related form of acceptance.
The availability of the offer to Superscape shareholders who are not
resident in the United Kingdom may be restricted by law and therefore
any persons who are subject to the laws of any jurisdiction other than
the U.K. should inform themselves about, and observe, any applicable
requirements. Any failure to comply with the applicable requirements may
constitute a violation of the securities laws of any such jurisdiction.
Further details in relation to overseas shareholders are contained in
the formal offer document.
Glu has filed a Form 8-K with the United States Securities and Exchange
Commission (the "SEC") containing the Announcement of Recommended Cash
Offer and other relevant materials related to the proposed acquisition
of Superscape by Glu. The Form 8-K and any other documents filed by Glu
with the SEC may be obtained free of charge at the SEC's web site at www.sec.gov.
In addition, investors and security holders may obtain free copies of
the documents filed by Glu with the SEC by contacting Nicole Kennedy,
Glu's Senior Director of Global Public Relations, at (650) 532-2488.
Investors and security holders of Superscape are urged to read the
Announcement for Recommended Cash Offer and the other relevant materials
before making any voting or investment decision with respect to the
offer because they contain important information about Glu, Superscape
and the offer.
GLU MOBILE, GLU, SUPER K.O. BOXING!, STRANDED, BRAIN GENIUS and the 'g'
character logo are trademarks of Glu Mobile.