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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, INTO OR WITHIN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY
OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Reference is made to the joint announcements on 24 August 2022 and 6 September
2022 regarding the voluntary recommended offer by Chess Growthco LLC (the "
Offeror"), a wholly-owned subsidiary of Chess.com - http://chess.com, LLC ("
Chess.com - http://chess.com") to acquire all outstanding shares of Play Magnus
AS (“Play Magnus Group”) at a price of NOK 13.00 per share (the “Offer”).
Reference is also made to the joint announcement on 3 November 2022 that the
Offeror had received acceptances from shareholders representing more than 90% of
the issued and outstanding share capital and voting rights of Play Magnus Group.
The conditions to completion of the Offer, including the condition relating to
regulatory approvals, cf. section 1.6 (iii) of the Offer Document (as defined
below), have now been satisfied.
Settlement of the Offer is expected to take place no later than 20 December 2022
(“Settlement”). This announcement constitutes a ‘Settlement Notification’
pursuant to section 1.13.1 of the Offer Document.
Settlement of the Offer remains subject to the continued satisfaction of the
following closing conditions for the Offer prior to settlement of the Offer:
(ii) “Board Recommendation”, (iv) “Ordinary Conduct of Business”, (v) “No
Material Breach of the Transaction Agreement”, (vi) “No Governmental
Interference”, (vii) “No Material Adverse Change” and (viii) “MC Agreement”, as
further set out under section 1.6 (Conditions to the Offer) of the offer
document dated 6 September 2022 (the “Offer Document”).
On Settlement, the Offer Price will be paid for every Play Magnus Group share
for which cash consideration under the Offer has been lawfully accepted, to the
bank account that at the time of acceptance was registered in the VPS as the
account for payment of dividends to that Play Magnus Group shareholder or the
bank account specified by the Play Magnus Group shareholder in its acceptance
form.
Settlement of cash consideration for Play Magnus Group shareholders who do not
have a known bank account will be made upon further request and Skandinaviska
Enskilda Banken AB (publ) Oslo Branch (“SEB”) will endeavour to contact the
shareholders who do not have a registered bank account in the VPS accounts or
did not include account details in the acceptance form. To the extent SEB is not
able to establish contact with the shareholders, SEB will deposit the amounts
for collection at a later stage. If SEB is unable to transfer the amount to the
relevant shareholder, the amount will be transferred back to the Offeror. If
Play Magnus Group shareholders hold Shares through brokers, banks, custodians,
investment companies, investment managers, financial intermediaries or other
nominees, and payment on settlement is to be made in such nominee’s or
intermediary’s account, such Play Magnus Group shareholders should contact such
brokers, banks, custodians, investment companies, investment managers, financial
intermediaries or other nominees for determining when and how payment will be
credited to their personal accounts.
For Play Magnus Group shares which consideration shares under the Offer has been
lawfully accepted for, Settlement of the consideration shares will take place on
or immediately after the settlement date in accordance with the procedures set
out in section 1.13.2 of the Offer Document.
The Offeror intends to carry out a compulsory acquisition of all shares in Play
Magnus Group not held by it as soon as practicable after the Settlement of the
Offer. The price per Play Magnus Group share in the compulsory acquisition is
expected to be the same as in the Offer.
For information about the Offer, please refer to the Offer Document prepared by
the Offeror in connection with the Offer. Subject to regulatory restrictions in
certain jurisdictions, the Offer Document is available on the website of SEB (
Prospectuses | SEB).
Skandinaviska Enskilda Banken AB (publ) Oslo Branch is acting as receiving
agent to the Offeror in connection with the Offer. Paul, Weiss, Rifkind, Wharton
& Garrison LLP and Wikborg Rein Advokatfirma AS are acting as legal advisors to
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
About Play Magnus Group:
Play Magnus Group is focused on providing premier chess experiences for millions
of chess players and students. The company offers e-learning and entertainment
services via its brands: chess24, Chessable, iChess, New In Chess, Everyman
Chess, Magnus Academy, Aimchess, the Play Magnus App Suite, and the 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.
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 (http://chesskid.com), and ChessTV.
IMPORTANT INFORMATION
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
Offer Document and related acceptance forms and other documents or information
relating to the Offer are not being and must not be mailed, communicated, or
otherwise distributed in or into any jurisdiction where prohibited by applicable
law, including, without limitation, Canada, Australia, New Zealand, South
Africa, Hong Kong or Japan. The Offeror does not accept or assume any
responsibility or liability in the event there is a violation by any person
whomsoever of such restrictions.
Persons (including, without limitation, any shareholder, any broker-dealer, bank
or other intermediaries holding Play Magnus Group shares on behalf of any
beneficial shareholder) 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 is not a tender offer document and, as such, does not
constitute an offer or the solicitation of an offer to acquire the shares of
Play Magnus Group. Investors may accept the Offer only on the basis of the
information provided in the Offer Document. Offers will not be made directly or
indirectly in any jurisdiction where either an offer or participation therein is
prohibited by applicable law or where any tender offer document or registration
or other requirements would apply in addition to those undertaken in Norway.
Notice to U.S. shareholders
U.S. Shareholders (as defined below) are advised that the Play Magnus Group
shares are not listed on a U.S. securities exchange and that Play Magnus Group
is not subject to the periodic reporting requirements of the U.S. Securities
Exchange Act of 1934, as amended (the “U.S. Exchange Act”), and is not required
to, and does not, file any reports with the U.S. Securities and Exchange
Commission (the “SEC”) thereunder. The Offer is being made to shareholders of
Play Magnus Group resident in the United States (“U.S. Shareholders”) on the
same terms and conditions as those made to all other shareholders of Play Magnus
Group to whom an offer is made. Any information documents, including the Offer
Document, are being disseminated to U.S. Shareholders on a basis comparable to
the method that such documents are provided to other Play Magnus Group
Shareholders to whom an offer is made. The Offer is being made by the Offeror
and no one else.
The Offer is being made to U.S. Shareholders pursuant to Section 14(e) and
Regulation 14E under the U.S. Exchange Act as a “Tier II” tender offer, and
otherwise in accordance with the requirements of Norwegian law. Accordingly, the
Offer is subject to disclosure and other procedural requirements, including with
respect to the offer timetable, settlement procedures and timing of payments,
that are different from those that would be applicable under U.S. domestic
tender offer procedures and law.
Pursuant to an exemption from Rule 14e-5 under the U.S. Exchange Act, the
Offeror and its affiliates or brokers (acting as agents for the Offeror or its
affiliates, as applicable) may from time to time, and other than pursuant to the
Offer, directly or indirectly, purchase or arrange to purchase, Play Magnus
Group shares or any securities that are convertible into, exchangeable for or
exercisable for such Play Magnus Group shares outside the United States during
the period in which the Offer remains open for acceptance, so long as those
acquisitions or arrangements comply with applicable Norwegian law and practice
and the provisions of such exemption. To the extent information about such
purchases or arrangements to purchase is made public in Norway, such information
will be disclosed in English by means of a press release or other means
reasonably calculated to inform U.S. Shareholders of such information.
Neither the SEC nor any securities supervisory authority of any state or other
jurisdiction in the United States has approved or disapproved the Offer or
reviewed it for its fairness, nor have the contents of the Offer Document or any
other documentation relating to the Offer been reviewed for accuracy,
completeness or fairness by the SEC or any securities supervisory authority in
the United States. Any representation to the contrary is a criminal offence in
the United States.
DISCLOSURE REGULATION
This release is an announcement issued pursuant to legal information obligations
and is subject of the disclosure requirements pursuant to the Market Abuse
Regulation (MAR) Article 17 no. 1 and section 5-12 of the Norwegian Securities
Trading Act, and was submitted for publication by Arkus Fredriksson, Chief
Strategy Officer of Play Magnus Group.
ATTACHMENTS
Download announcement as PDF.pdf -
https://kommunikasjon.ntb.no/ir-files/16823864/1924/2598/Download%20announcement
%20as%20PDF.pdf
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