NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA,
CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE
WOULD BE UNLAWFUL
Oslo, Norway - 20 February 2020. With reference to the press releases dated 22
January and 5 February, Tencent Holdings Limited ("Tencent") (through an
indirectly owned subsidiary, the "Offeror") announces the launch of the
Offeror's recommended voluntary cash offer for all outstanding shares of Funcom
SE ("Funcom"), not already owned by the Offeror against a settlement in cash of
NOK 17.00 per share (the "Offer"). Reference is made to the approval by the Oslo
Stock Exchange of the offer document dated 19 February 2020 (the "Offer
Document") prepared in connection with the Offer. The shareholders of Funcom can
tender their shares at the conditions of the Offer during the Offer Period,
commencing tomorrow, Friday 21 February at 09:00 hours (CET) and expiring at
16:30 hours (CET) on 16 March 2020. There will be an informative extraordinary
general meeting of shareholders of Funcom at 11:00 hours (CET) on 6 March 2020,
at which the Offer will be explained by the Boards.
For comments from Rui Casais, Funcom's CEO and Chairman of the Management Board
and Steven Ma, Senior Vice President of Tencent, please refer to the press
release dated 22 January 2020.
o Both the Management Board and Supervisory Board of Funcom (the "Boards") have
unanimously decided to recommend Funcom's shareholders to accept the Offer,
which values the total share capital of Funcom at approximately NOK 1.3 billion
on a fully diluted basis and represents a premium of approximately 27.3% to the
closing price of Funcom on 21 January 2020, and a premium of 26.9% and 28.8%
over the 1 and 3-month volume-weighted average share price, respectively.
o The Offer period commences tomorrow, Friday 21 February 2020 at 09:00 hours
(CET) and will, unless extended, expire at 16:30 hours (CET) on 16 March 2020
(the "Offer Period"). The Offeror may in its sole discretion extend the Offer
Period (one or several times), but the Offer Period will in no event be extended
beyond 15 April 2020 at 24:00 hours (CET).
The Offer Document, containing the full terms and conditions of the Offer will,
subject to regulatory restrictions in certain jurisdictions, be sent today, 20
February 2020, to all shareholders in Funcom.
As further detailed and specified in the Offer Document, the completion of the
Offer will be subject to certain conditions being satisfied or waived by the
Offeror (acting in its sole discretion). The Offer Document will be, subject to
regulatory restrictions in certain jurisdictions, made available on the
homepages of Funcom at https://investors.funcom.com/ and DNB Markets at
www.dnb.no/emisjoner within the start of the Offer Period.
DNB Markets, a part of DNB Bank ASA, Registrars department, is the receiving
agent. For questions regarding acceptance of the Offer, please contact:
Receiving Agent: DNB Markets, Registrars department, tel. +47 23 26 81 01, and
filled-in acceptance forms for the Offer are sent to e-mail: email@example.com.
Background to the offer
Funcom has successfully developed and published around 30 game titles across
several genres and game platforms and has a strong IP portfolio and pipeline of
games. Following the acquisition, there are no planned changes to Funcom
management, staffing or structure with the Company remaining an independent
business. With the support of Tencent, Funcom will be able to fully capitalise
on inherent capabilities and upside potential:
o Tencent's prior experience in working with Western companies such as Epic,
Fatshark, Riot, Sharkmob, Supercell and Ubisoft, proving its capabilities in
spearheading cooperation with its partners that maximise mutual value and
o Funcom also has valuable capabilities and insights into the Western core games
market that Tencent plans to leverage within its international expansion plan;
o The transaction will further a) provide Funcom with the necessary resources to
focus on key and high potential games and IPs such as Conan and Dune; b) expand
the possibilities for Funcom's key IPs in the mobile platforms through
cooperation with Tencent; and c) strengthen Funcom with Tencent's extensive
operational leverage and insights, for example know-how in game-as-a-service and
Important Information about this release
The Offer Document contains further details regarding the Offer, and the Funcom
shareholders are advised to review the Offer Document in detail. The Offer and
the distribution of this announcement and other information in connection with
the Offer may be restricted by law in certain jurisdictions and the Offer is not
made in any jurisdiction where the making of the Offer would not be in
compliance with the laws of such jurisdiction. The Offeror assumes no
responsibility in the event there is a violation by any person of such
restrictions. Persons into whose possession this announcement or such other
information should come are required to inform themselves about and to observe
any such restrictions. This announcement does not in itself constitute an offer.
The Offer is made in the Offer Document and can only be accepted pursuant to the
terms of such document.
J.P. Morgan is acting as financial advisor, DNB Markets is acting as domestic
financial advisor and receiving agent and Baker McKenzie and AGP Advokater AS
(Norway) are acting as legal advisors to Tencent in connection with the Offer.
ABG Sundal Collier ASA is acting as financial advisor and Advokatfirmaet CLP DA
(Norway) and Weidema van Tol (The Netherlands) are acting as legal advisors to
Funcom in connection with the Offer.
About FuncomFuncom is an independent developer and publisher of computer and console games.
Funcom was founded in 1993 and listed on the Oslo Stock Exchange in 2005. Funcom
became one of the pioneers of massively multiplayer online role-playing games
("MMORPG") when Funcom released the PC game Anarchy Online. Over the course of
its history, Funcom has developed and published around 30 game titles across
several genres and gaming platforms. Currently, Funcom holds a broad portfolio
of both released games and owned content, with high-degree control of its IPs.
Funcom's key active game portfolio includes Conan Exiles, Mutant Year Zero,
Secret World Legends, Conan Unconquered as well other games such as Age of
Conan, Anarchy Online, The Park, Hide & Shriek and The Longest Journey.
About TencentTencent uses technology to enrich the lives of Internet users. Tencent's
communications and social platforms, Weixin and QQ, connect users with each
other and with digital content and services, both online and offline, making
their lives more convenient. Tencent's targeted advertising platform helps
advertisers reach out to hundreds of millions of consumers in China. Tencent's
FinTech and business services support its partners' business growth and assist
their digital upgrade. Tencent invests heavily in talent and technological
innovation, actively promoting the development of the Internet industry. Tencent
was founded in Shenzhen, China, in 1998. Shares of Tencent (00700.HK) are listed
on the Main Board of the Stock Exchange of Hong Kong.
For further information, please contact:
Tel: (86) 755 8601 3388/ (852) 3148 5100 ext. 868961
Email: firstname.lastname@example.org/ email@example.com
This public announcement by Tencent contains inside information as meant in the
European Market Abuse Regulation (596/2014) and the Norwegian Securities Trading
Act section 3-2 and is further subject to the disclosure requirements according
to Section 5-12 of the Norwegian Securities Trading Act.
This announcement is for information purposes only and does not constitute an
offer, or any solicitation of any offer, to buy or subscribe for any securities.
The Offer and the distribution of this announcement and other information in
connection with the Offer may be restricted by law in certain jurisdictions.
Tencent assumes no responsibility in the event there is a violation by any
person of such restrictions. Persons into whose possession this announcement or
such other information should come are required to inform themselves about and
to observe any such restrictions.
The Offer is subject to disclosure and procedural requirements of the Kingdom of
Norway, which are different from those in the United States. In addition, the
payment and settlement procedures with respect to the Offer will comply with the
relevant Norwegian rules, which differ from the United States payment and
This release contains certain forward-looking statements within the meaning of
the securities laws and regulations of various international, federal, and state
jurisdictions. All statements, other than statements of historical fact,
included herein, including without limitation, statements regarding the Offer,
future plans and objectives of Funcom, the Offeror or Tencent Holdings Limited
are forward-looking statements that involve risk and uncertainties. There can be
no assurances that such statements will prove to be accurate and actual results
could differ materially from those anticipated in such statements.
THE OFFER WILL NOT BE MADE IN ANY JURISDICTION IN WHICH MAKING OF THE OFFER
WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION. THIS ANNOUNCEMENT
DOES NOT IN ITSELF CONSTITUTE AN OFFER. THE OFFER WILL ONLY BE MADE ON THE BASIS
OF THE OFFER DOCUMENT AND CAN ONLY BE ACCEPTED PURSUANT TO THE TERMS OF SUCH
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