Glu Mobile Announces Initial Tender Offer Results for Superscape; Extends Offer for an Additional Seven Day Period
February 19 2008 - 6:30AM
Business Wire
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.
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