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INDIRECTLY, INTO OR WITHIN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY
OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
(Oslo, 24 August 2022) - The Board (the “Board”) of Play Magnus AS (“Play Magnus
Group” or “PMG”) today announces an offer from Chess Growthco LLC (the
“Offeror”), a wholly-owned subsidiary of Chess.com - http://chess.com, LLC ("
Chess.com - http://chess.com") to acquire 100 percent of the shares of Play
Magnus Group at an offer price of NOK 13.00 per share.
Chess.com - http://chess.com and Play Magnus Group hereby announce that a
wholly-owned subsidiary of Chess.com - http://chess.com, Chess Growthco LLC,
contemplates launching a voluntary cash offer (the “Offer”) to acquire all
outstanding shares of Play Magnus Group at a price of NOK 13.00 per share (the
“Offer Price”). The Offer Price of NOK 13.00 per share of Play Magnus Group
values the total share capital of the company at a market capitalization of NOK
798,885,386. The Offer Price is:
- 28.46% above the closing price of NOK 10.12 on 23 August 2022; and
- 44.42% above the 30-day volume weighted average price (“VWAP”) of NOK 9.00
ending 23 August 2022; and
- 44.36% above the three-month VWAP of NOK 9.01 ending on 23 August 2022
The Offeror and PMG have entered into a transaction agreement (the “Transaction
Agreement”) regarding the Offer and the Board has unanimously undertaken to
recommend the Offer. The Offeror has received irrevocable pre-acceptances to
accept the Offer from the shareholders represented on the Board, totaling 37.38%
of the issued share capital of Play Magnus Group.
Background and strategic rationale:
“We have built fantastic products and services and established strong brands
over the last 9 years. As we look ahead to Play Magnus’ next phase and seek to
balance growth and profitability, particularly in the context of the current
market environment, we believe joining forces with Chess.com - http://chess.com
as a strategic partner is the right path forward. It is the Board’s clear
opinion that the offer from Chess.com - http://chess.com is attractive for Play
Magnus Group’s shareholders and provides further opportunities for the company’s
employees and users. The offer represents a significant premium to the current
market valuation of Play Magnus Group,” said Chairman of Play Magnus Group,
Anders Brandt.
“Play Magnus Group was created with the mission of enabling more people to play,
watch, learn and earn a living from chess. We have developed great products,
events and services which today are used by millions every month. I’m proud of
our efforts in driving innovation in chess, which has led to Play Magnus Group
experiencing significant growth these past years. With Chess.com -
http://chess.com’s complementary offerings and sharing the same vision and
mission, we are convinced that this combination will bring new opportunities for
developing the future of chess,” said CEO of Play Magnus Group Andreas Thome.
“It has been amazing to experience the growth of Play Magnus Group since 2013,
and I would like to take the opportunity to thank the whole team for their
efforts in developing the company and positively impacting the chess world. Now
we are entering a new era, and the combination of these two companies creates
opportunities for the game of chess that no-one has imagined before. I have
great respect and admiration for Chess.com - http://chess.com and what they have
achieved. I look forward to begin working with the Chess.com - http://chess.com
team to create the best future for chess,” said Magnus Carlsen, co-founder of
Play Magnus Group and five-time world chess champion.
About Chess.com - http://chess.com:
Chess.com - http://chess.com is a leading provider of chess gaming and other
chess-related services offering a vibrant forum and social network, a news feed,
a chess academy, a coaching platform, tactics and puzzles, live tournaments, a
separate website for kids (Chesskid.com - http://chesskid.com), and ChessTV.
“I have been following Magnus, Chessable, chess24, and the entire Play Magnus
Group for many years, and have admired the company’s focus on growing the game
and serving the fans. The Champions Chess Tour is a great example of how PMG has
spread the joy and thrills of the game more widely, while also developing chess
as a viable business and career for players. Moving forward, we will continue to
make significant investments in the long-term development of chess, and we
believe Play Magnus Group’s complementary offerings, including its brands and
products will play an instrumental role in the future of the game. We can’t wait
to welcome the great team at Play Magnus Group to the Chess.com -
http://chess.com family,” said CEO of Chess.com - http://chess.com Erik
Allebest.
“The opportunities and choices for chess players, creators and fans have never
been better in the history of the game of chess - and things will only be
greater in the years ahead! Bringing the game’s most recognizable figure in
Magnus Carlsen together with our chess community and incredible network of chess
influencers and streamers can only mean more content and fun for chess
enthusiasts worldwide. The most exciting years for chess players and fans are
yet to come!” said Danny Rensch, Chief Chess Officer.
About the Offer:
- The Offer Price of NOK 13.00 will be settled in cash and/or share
consideration as described below
- Shareholders owning one percent or more of Play Magnus Group’s share capital
as of 24 August 2022 can decide between settlement in shares of Chess
Holdings, LLC, ultimate parent of Chess.com - http://chess.com and/or in cash
while the remaining shareholders will receive settlement in cash
- The Offeror is expected to launch the Offer no later than 7 September 2022
- The completion of the Offer will be subject to satisfaction of certain
customary conditions, which can be waived by the Offeror in its sole
discretion, including, but not limited to,
- that the Offeror obtains a minimum acceptance level of 90% of the share
capital of Play Magnus Group (on a fully diluted basis);
- that the Play Magnus Group Board of Directors shall not have amended,
modified or withdrawn its recommendation of the Offer;
- regulatory approvals, if any are applicable, having been obtained;
- the agreement entered into between the Offeror and Magnus Carlsen relating
to his role in the group following completion of the Offer shall remain
valid and in full force; and
- that no material adverse change and no material breach of the Transaction
Agreement by Play Magnus Group have occurred.
The Offer will not be conditional on financing or further due diligence.
The Board shall not amend, modify or withdraw its recommendation of the Offer
unless it receives a bona fide, binding, unsolicited superior competing offer
that satisfies certain criteria. If the Offer is not completed due to a breach
by PMG that entitles the Offeror to terminate the Transaction Agreement, or the
Board withdraws or amends its recommendation of the Offer, PMG will be required
to compensate the Offeror for its incurred costs up to a maximum amount of NOK
20 million.
The complete details of the Offer will be set out in an offer document to be
sent to the shareholders of PMG. The offer period is expected to commence no
later than 7 September 2022.
The above-mentioned pre-acceptances of certain shareholders will remain binding
and cannot be terminated unless (i) the offer period is not commenced on or
prior to 7 September 2022, or (ii) the Offeror has not, on or prior to 16:30 CET
on 24 November 2022 (subject to extension by the Bidder in its sole discretion
by up to three months if any approvals or reviews by applicable regulatory
authorities in connection with the Offer are pending at such date), publicly
announced that the conditions for closing of the Offer have been satisfied or
waived by the Offeror, unless PMG and the Offeror have agreed to extend such
date to a later date (in which event such later date will apply), or (iii) in
the event that a competing offer is made by a third party, such competing offer
is considered by the Board to be more favorable to the shareholders than the
Offer, is not matched by the Offeror within the deadline agreed in the
Transaction Agreement for such matching offer, and the Board on the basis of
such competing offer has withdrawn its recommendation of the Offer.
This notification 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 the Offer Document. The Offer will not be made in any jurisdiction in
which the making of the Offer would not be in compliance with the laws of such
jurisdiction.
The Offeror intends to make a compulsory acquisition of the remaining shares in
Play Magnus Group upon acquiring more than 90% of the shares in Play Magnus
Group under the Offer. Further, subject to the outcome of the Offer, the Offeror
intends to propose to the general meeting of Play Magnus Group that an
application is filed with the Oslo Stock Exchange to de-list shares of Play
Magnus Group from Euronext Growth Oslo.
Advisors:
Skandinaviska Enskilda Banken AB (publ) Oslo Branch is acting as receiving agent
to Chess.com - http://chess.com in connection with the Offer. Paul, Weiss,
Rifkind, Wharton & Garrison LLP and Wikborg Rein Advokatfirma AS are acting as
legal advisors to the Chess.com - http://chess.com.
ABG Sundal Collier ASA and Houlihan Lokey are acting as financial advisors and
Advokatfirmaet Thommessen AS as legal advisor to Play Magnus Group. Corporate
Communications AS is acting as communications and IR advisor to Play Magnus
Group.
For further information, please contact:
Andreas Thome, CEO of Play Magnus Group
Phone: +47 975 11 688
Email: andreas@playmagnus.com
Important notice:
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation and is subject to the disclosure requirements according
to section 5-12 of the Norwegian Securities Trading Act. The information was
submitted for publication by Arkus Fredriksson, Chief Strategy Officer, on
behalf of PMG on 24 August 2022 at 16:30 CEST.
The Offer and the distribution of this announcement and other information in
connection with the Offer may be restricted by law in certain jurisdictions. The
Offeror and Play Magnus Group assume 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 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 Play Magnus Group or the Offeror 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.
About Play Magnus Group:
Play Magnus Group is focused on providing premier chess experiences for millions
of chess players and students. The company offers elearning and entertainment
services via its brands: chess24, Chessable, iChess, New In Chess, Everyman
Chess, Magnus Academy, Aimchess, the Play Magnus App Suite, and the Meltwater
Champions Chess Tour. The Group’s mission is to grow chess to make the world a
smarter place by encouraging more people to play, watch, study, and earn a
living from chess.
CONTACTS
ATTACHMENTS
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