EID Eidos

 

TIDMEID 
 
RNS Number : 3267O 
Eidos plc 
04 March 2009 
 

 
 
4 March 2009 
 
 
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR 
 INTO 
OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A 
 VIOLATION OF THE 
RELEVANT LAWS OF SUCH JURISDICTION 
 
Recommended acquisition of Eidos plc ("Eidos") by SQEX Ltd. ("SQEX") 
Posting of Scheme Document 
On 12 February 2009, the Boards of Eidos and SQEX announced that they had 
reached agreement on the terms of a recommended acquisition of the entire issued 
and to be issued share capital of Eidos by SQEX, a company wholly owned by 
Square Enix Holding Co. Ltd ("Square Enix"), to be effected by means of a scheme 
of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). 
Eidos is today posting a scheme document to shareholders (the "Scheme Document") 
which sets out, among other things, the full terms and conditions of the Scheme 
and an explanatory statement (pursuant to section 897 of the Companies Act 
2006), together with the action to be taken by Eidos Shareholders. Notices 
convening the Court Meeting and the EGM at which resolutions will be proposed to 
approve the Scheme are also set out in the Scheme Document. 
The expected timetable of principal events is: 
+----------------------------------------------+-----+-----------------------------+ 
| Event                                              |     Time and/or date (2009) | 
+----------------------------------------------------+-----------------------------+ 
| Shareholder voting record time in respect of |             6.00 p.m. on 25 March | 
| the Court Meeting and the EGM                |                                   | 
+----------------------------------------------+-----------------------------------+ 
| Court Meeting                                |            10.00 a.m. on 27 March | 
+----------------------------------------------+-----------------------------------+ 
| EGM                                          |           10.10 a.m. on 27 March  | 
+----------------------------------------------+-----------------------------------+ 
| The following dates are subject to change.                                       | 
+----------------------------------------------------------------------------------+ 
| Suspension of listing and dealings in, and last    |                    21 April | 
| date for registration of transfers of, Eidos       |                             | 
| Shares                                             |                             | 
+----------------------------------------------------+-----------------------------+ 
| Scheme Record Time                           |             6.00 p.m. on 21 April | 
+----------------------------------------------+-----------------------------------+ 
| Court hearing to sanction the Scheme and to        |                    21 April | 
| confirm the Capital Reduction                      |                             | 
+----------------------------------------------------+-----------------------------+ 
| Effective Date of the Scheme                 |                          22 April | 
+----------------------------------------------+-----------------------------------+ 
| Cancellation of listing of Eidos Shares      |             8.00 a.m. on 22 April | 
+----------------------------------------------+-----------------------------------+ 
| Latest date for despatch of cheques and      |                             6 May | 
| settlement through CREST (if Scheme becomes  |                                   | 
| effective on 22 April 2009)                  |                                   | 
+----------------------------------------------+-----+-----------------------------+ 
 
 
These times and dates are indicative only and will depend, among other things, 
on dates on which the Conditions are satisfied or waived, the date on which the 
Court sanctions the Scheme which confirms the Capital Reduction and the date on 
which the Court Order sanctioning the Scheme and confirming the Capital 
Reduction is delivered to the Registrar of Companies and such Court Order is 
registered by the Registrar of Companies. 
Copies of the Scheme Document are available for inspection during normal 
business hours on any Business Day at the offices of Addleshaw Goddard LLP, 150 
Aldersgate Street, London EC1A 4EJ, as soon as practicable after this 
announcement up to and including the Effective Date (or, if applicable, the date 
the Scheme lapses or is withdrawn). 
As the Scheme will apply only to Eidos Shareholders who hold Scheme Shares, it 
is proposed to amend Eidos' Articles at the EGM, as set out in the Scheme 
Document, to provide that any Eidos Shares issued after the Reduction Record 
Time be transferred to SQEX in consideration for 32 pence in cash per Eidos 
Share or, if greater, the amount equal to the sum payable or paid by SQEX under 
the Scheme for each Scheme Share, and that Eidos may appoint any person as 
attorney to effect any such transfers. The proposed amendment to Eidos' Articles 
also provides that on any reorganisation of, or material alteration to, Eidos' 
share capital carried out after the Effective Date, the value of the 32 pence 
cash payment per Eidos Share may be adjusted by the Directors in such manner as 
Eidos' auditors determine appropriate to reflect such reorganisation or 
alteration. 
It is also proposed that Eidos' Articles be amended to ensure that any Eidos 
Shares which are issued after the EGM but prior to the Reduction Record Time 
will be subject to, and bound by, the Scheme. These amendments will avoid any 
person (other than SQEX) holding Eidos Shares after dealings in such shares have 
ceased on the London Stock Exchange. 
The proposed amendment to Eidos' Articles referred to above is set out in the 
Notice of EGM set out in the Scheme Document. 
+--------------------+--------------------+--------------------+--------------------+ 
| Enquiries                               |                                         | 
+-----------------------------------------+-----------------------------------------+ 
| Eidos                                   | +44 20 8636 3000                        | 
| Robert Brent                            |                                         | 
+-----------------------------------------+-----------------------------------------+ 
| Citi (Financial adviser to Eidos)       | +44 20 7986 4000                        | 
| Matthew Smith                           |                                         | 
| Stuart Poyser                           |                                         | 
| Charlie Lytle (Broking)                 |                                         | 
+-----------------------------------------+-----------------------------------------+ 
| SQEX / Square Enix                      | +81 3 5333 1144                         | 
| Michihiro Sasaki                        |                                         | 
|                                         |                                         | 
+-----------------------------------------+-----------------------------------------+ 
| UBS Investment Bank (Financial Adviser  | +44 20 7568 0000                        | 
| to SQEX / Square Enix)                  |                                         | 
| Andrew Cowper                           |                                         | 
| Thomas Onions                           |                                         | 
|                                         |                                         | 
+-----------------------------------------+-----------------------------------------+ 
| Media Enquiries - Madano (PR adviser to | +44 20 7593 4000                        | 
| Eidos)                                  |                                         | 
| Mark Way                                |                                         | 
| Matthew Moth                            |                                         | 
|                                         |                                         | 
+--------------------+--------------------+--------------------+--------------------+ 
 
 
Capitalised terms used in this announcement have the meanings given to them in 
the Scheme Document. 
This announcement does not constitute an offer to sell or an invitation to 
purchase or subscribe for any securities. This announcement also does not 
constitute a prospectus or prospectus equivalent document.  Any acceptance or 
other response to the Scheme should be made only on the basis of the information 
contained in the Scheme Document. 
UBS, is acting exclusively for SQEX and Square Enix and no one else in 
connection with the Acquisition and will not be responsible to anyone other than 
SQEX and Square Enix for providing the protections afforded to clients of UBS 
Investment Bank, or for providing advice in connection with the Acquisition or 
any matter referred to in this announcement. 
Citi, which is authorised and regulated by the Financial Services Authority, is 
acting exclusively for Eidos and no one else in connection with the Acquisition 
and will not be responsible to anyone other than Eidos for providing the 
protections afforded to clients of Citi or for providing advice in connection 
with the Acquisition or any matter referred to in this announcement. 
The distribution of this announcement in jurisdictions other than the UK may be 
restricted by law and therefore any persons who are subject to the laws of any 
jurisdiction other than the UK should inform themselves about, and observe, any 
applicable legal or regulatory requirements. This announcement has been prepared 
for the purpose of complying with English law and the Takeover Code, and the 
information disclosed may not be the same as that which would have been 
disclosed if this announcement had been prepared in accordance with the laws of 
jurisdictions outside the UK. 
The Acquisition relates to the shares of a UK company and is proposed to be 
effected by means of a scheme of arrangement under the laws of England and 
Wales. A transaction effected by means of a scheme of arrangement is not subject 
to the proxy solicitation or tender offer rules under the US Securities Exchange 
Act of 1934, as amended. Accordingly, the Scheme is subject to the disclosure 
requirements, rules and practices applicable in the United Kingdom to schemes of 
arrangement, which differ from the requirements of US proxy solicitation or 
tender offer rules. However, if SQEX were to elect to implement the Acquisition 
by means of a takeover offer, such takeover offer would be made in compliance 
with all applicable laws and regulations, including the US tender offer rules, 
to the extent applicable. 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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