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
Reference is made to the offer document dated 19 February 2020 (the “Offer Document”) regarding Tencent Holdings Limited (“Tencent”), through the indirectly owned subsidiary Tencent Cloud Europe B.V. (the “Offeror”) recommended voluntary offer for all the outstanding shares in Funcom SE (“Funcom”) against a settlement in cash of NOK 17.00 per share (the “Offer”), and to the stock exchange notice made by Funcom on 20 February 2020. Reference is also made to the stock exchange notices sent 16, 19 and 23 March 2020 regarding extensions of the acceptance period.
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The Offeror has previously announced that the acceptance period will not be further extended, cf. the Offer Document sections 4.2 and 4.9. Consequently, the acceptance period ends today, 25 March 2020 at 16:30 CET.
The Offer Document is, subject to regulatory restrictions in certain countries, available at www.dnb.no/emisjoner and www.funcom.com.
J.P. Morgan Securities Plc is acting as financial advisor to Tencent and the Offeror and DNB Markets, a part of DNB Bank ASA, is acting as domestic financial advisor and receiving agent (retail@dnb.no, +47 23 26 81 01). Baker McKenzie and AGP Advokater AS (Norway) are acting as legal advisors to Tencent and the Offeror in connection with the Offer.
About Funcom
Funcom 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 Tencent
Tencent 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.
Important information about this release
This is a public announcement by Tencent and 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 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. 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 settlement procedures.
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 DOCUMENT.
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