Atari closes the acquisition of Digital Eclipse

    Atari closes the acquisition of Digital Eclipse 

Atari closes the acquisition of Digital Eclipse

        PARIS, FRANCE (November 6, 2023 - 8.00 am CET) - Atari® (the “Company”) — one of the world's most iconic consumer brands and interactive entertainment producers — is pleased to announce the closing of the acquisition of Digital Eclipse Entertainment Partners Co (“Digital Eclipse”), a game development studio originally founded in 1992 focused on the digital restoration of classic video games, based in Emeryville, California.

The acquisition of Digital Eclipse will allow Atari to expand its internal development capabilities and utilize Digital Eclipse’s industry-leading experience and proprietary technology. In joining Atari, Digital Eclipse will grow its business and capabilities by expanding its development capacity and access to world-class IP and will leverage Atari’s management expertise.

FINAL TERMS OF THE ACQUISITION AND COMPLETION OF CAPITAL INCREASE

The final purchase price of Digital Eclipse consists of an initial consideration of US$6.3 million, of which (i) US$3.8 million in cash1 paid on the closing date and (ii) US$2.5 million in newly issued Atari ordinary shares issued on the closing date2, as well as a remaining earn-out of up to $13.5 million, payable in cash over the next ten years based on future performance of Digital Eclipse.

As described above, Atari has also acquired a portion of the shares in Digital Eclipse directly with the issuance of newly issued ordinary Atari shares. The reserved capital increase has resulted in the issuance of 20,165,794 new ordinary shares with a par value of €0.01, plus a share premium of €0.1069, representing a total subscription of €2,357,381.82. Atari share capital increased by a nominal amount of €201,657.94 from €4,221,964.28 to €4,423,622.22.

Following the completion of the acquisition, Digital Eclipse shareholders together hold 4.6% of Atari’s share capital3. The majority of Digital Eclipse shareholders, holding in aggregate approximately 95% of Digital Eclipse capital, have agreed to a 1-year lock-up on their Atari shares as from the closing of the acquisition.

About ATARI

Atari is an interactive entertainment company and an iconic gaming industry brand that transcends generations and audiences. The company is globally recognized for its multi-platform, interactive entertainment and licensed products. Atari owns and/or manages a portfolio of more than 200 unique games and franchises, including world-renowned brands like Asteroids®, Centipede®, Missile Command®, Pong®, and RollerCoaster Tycoon®. Atari has offices in New York and Paris. Visit us online at www.atari.com.

Atari shares are listed in France on Euronext Growth Paris (ISIN Code FR0010478248, Ticker ALATA) and OTC Pink Current (Ticker PONGF).

©2023 Atari Interactive, Inc. Atari wordmark and logo are trademarks owned by Atari Interactive, Inc.

Contacts

Atari - Investor Relations        Tel + 33 1 83 64 61 58 - [e-mail] | www.atari.com/news/

Calyptus – Marie Calleux

Tel + 33 1 53 65 68 68 – [e-mail]

Listing Sponsor- EurolandTel [phone]Julia Bridger - [e-mail]

DISCLAIMER

The distribution of this press release may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

The distribution of this press release may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This press release may not be published, distributed or transmitted in the United States (including its territories and dependencies). This press release does not constitute or form part an offer of securities for sale or any solicitation to purchase or subscribe for securities or any solicitation of sale of securities in the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or the law of any state or other jurisdiction of the United States, and may not be offered or sold in the United States absent registration under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Atari does not intend to register all or any portion of the securities in the United States under the Securities Act or to conduct a public offering of the Securities in the United States. This press release and the information contained herein do not constitute either an offer to sell or purchase, or the solicitation of an offer to sell or purchase, securities of the Company.

No communication or information in respect of any securities mentioned in this press release may be distributed to the public in any jurisdiction where registration or approval is required. No steps have been taken or will be taken in any jurisdiction where such steps would be required. The offering or subscription of the Company’s securities may be subject to specific legal or regulatory restrictions in certain jurisdictions.

This press release does not, and shall not, in any circumstances, constitute a public offering, a sale offer nor an invitation to the public in connection with any offer of securities. The distribution of this document may be restricted by law in certain jurisdictions. Persons into whose possession this document comes are required to inform themselves about and to observe any such restrictions.

This announcement is an advertisement and not a prospectus within the meaning of Regulation (EU) 2017/1129, as amended (the "Prospectus Regulation").

With respect to the member states of the European Economic Area other than France, no action has been undertaken or will be undertaken to make an offer to the public of the securities referred to herein requiring a publication of a prospectus in any relevant member state. As a result, the securities may not and will not be offered in any relevant member state except in accordance with the exemptions set forth in Article 1 (4) of the Prospectus Regulation or under any other circumstances which do not require the publication by the Company of a prospectus pursuant to Article 3 of the Prospectus Regulation and/or to applicable regulations of that relevant member state.

The distribution of this press release has not been made, and has not been approved, by an “authorised person” within the meaning of Article 21(1) of the Financial Services and Markets Act 2000. As a consequence, this press release is only being distributed to, and is only directed at, persons in the United Kingdom that (i) are “investment professionals” falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”), (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Order, or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of Article 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “Relevant Persons”). Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Any person who is not a Relevant Person should not act or rely on this document or any of its contents.

This announcement may not be published, forwarded or distributed, directly or indirectly, in the United States of America, Canada, Australia, South Africa or Japan.

1 Including US$1.5 million as pre-payment of the earn-out2 Atari SA has acquired shares in Digital Eclipse, the purchase price of such shares has been paid by way of set-off against the issuance of new Atari SA shares 3 Based on a total number of Atari shares, after completion of the share capital increase of 442,362,188 shares.

 

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• Atari - Closing of Digital Eclipse acquisition_20231106