Next Games

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Information for shareholders and holders of Stock Options in the United States

Shareholders and holders of stock options in the United States are advised that the shares are not listed on a U.S. securities exchange and that Next Games is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the “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 Tender Offer will be made for the issued and outstanding shares and stock options of Next Games, which is domiciled in Finland, and is subject to Finnish disclosure and procedural requirements. The Tender Offer is made in the United States pursuant to Section 14(e) and Regulation 14E under the Exchange Act, subject to the exemption provided by Rule 14d-1(d) (“Tier II Exemption”) under the Exchange Act, and otherwise in accordance with the disclosure and procedural requirements of Finnish law, including with respect to the Tender Offer settlement procedures, withdrawal and timing of payments, which are different from those of the United States. In particular, the financial information included in this announcement has been prepared in accordance with applicable accounting standards in Finland, which may not be comparable to the financial statements or financial information of U.S. companies. The Tender Offer is made to the shareholders and holders of stock options resident in the United States on the same terms and conditions as those made to all other shareholders and holders of stock options to whom an offer is made. Any informational documents, including this announcement, are being disseminated to U.S. shareholders and holders of stock options on a basis comparable to the method that such documents are provided to other shareholders or holders of stock options.

The offeror, its affiliates and affiliates of its financial adviser may purchase or arrange to purchase securities of Next Games in compliance with Finnish law if certain conditions are satisfied. These restrictions include the following, among others: (i) such purchases cannot occur in the U.S., (ii) to the extent information about such purchases or arrangements to purchase is made public in Finland, such information must be disclosed by means of a press release or other means reasonably calculated to inform U.S. shareholders of Next Games and holders of stock options of such information, and (iii) the consideration in the Tender Offer must be increased to match any consideration paid outside of the Tender Offer.

Neither the SEC nor any U.S. state securities commission has approved or disapproved the Tender Offer, passed upon the merits or fairness of the Tender Offer, or passed any comment upon the adequacy, accuracy or completeness of the disclosure in relation to the Tender Offer. Any representation to the contrary is a criminal offence in the United States.

The receipt of cash pursuant to the Tender Offer by a U.S. shareholder or holder of stock options may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each shareholder or holder of stock options is urged to consult its independent professional advisers immediately regarding the tax consequences of accepting the Tender Offer.

It may be difficult for shareholders or holders of stock options to enforce their rights and any claims they may have arising under the U.S. federal securities laws, since Next Games is located in a non-U.S. jurisdiction and some or all of its respective officers and directors may be residents of non-U.S. jurisdictions. Shareholders or holders of stock options may not be able to sue Next Games or its respective officers or directors in a non-U.S. court for violations of the U.S. federal securities laws. It may be difficult to compel Next Games and its respective affiliates to subject themselves to a U.S. court’s judgment.

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I hereby represent and warrant that I am not (nor do I act on behalf of someone who is) a resident of Australia, Canada, Hong Kong, Japan, New Zealand or South Africa or of any other jurisdiction in which the distribution of the Tender Offer Materials or the making or acceptance of the Tender Offer would not be made in compliance with the laws of such jurisdiction.

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Offer Overview

Netflix’s Public Cash Tender Offer for All Shares in Next Games

Netflix, Inc. announced on 2 March 2022 a voluntary recommended public cash tender offer for all issued and outstanding shares in Next Games Corporation.

In the Tender Offer, the shareholders of Next Games will be offered a cash consideration of EUR 2.10 for each Share validly tendered in the Tender Offer. The holders of Stock Options will be offered a cash consideration for each Stock Option.

The Board of Directors of Next Games, represented by a quorum comprising the non-conflicted members of the Board of Directors, has unanimously decided to recommend that the shareholders of Next Games and holders of Stock Options accept the Tender Offer.

KEY INFORMATION

  • Offer price: EUR 2.10 per share in cash*
  • Offer period: March 14, 2022 – April 8, 2022**
  • Payment for tendered shares: April 14, 2022

    *The holders of stock options will be offered a cash consideration for each stock option validly tendered, subject to any adjustments, as described in the tender offer document.
    **The offeror reserves the right to extend the offer period.
Mike Verdu Netflix
Michael Verdu, Vice President of Games, Netflix

“Next Games has a seasoned management team, strong track record with mobile games based on entertainment franchises, and solid operational capabilities. We are excited for Next Games to join Netflix as a core studio in a strategic region and key talent market, expanding our internal game studio capabilities. While we’re just getting started in games, I am confident that together with Next Games we will be able to build a portfolio of world class games that will delight our members around the world.”

Petri niemi
Petri Niemi, Chairman of the Board of Directors, Next Games

“The Board of Directors has carefully considered the offeror’s ability to become a good and strong owner of Next Games. The speed of consolidation in the games and entertainment industry is accelerating and the Board of Directors see a clear benefit for Next Games in joining forces with one of the largest entertainment companies in the world. In our view, Next Games will benefit from Netflix’s long-term expertise in the entertainment business and second-to-none technological and creative expertise as well as data-driven strategy. The Board of Directors sees that the offer presents a fair and attractive opportunity for Next Games and its shareholders.”

KEY DETAILS

  • On March 2, 2022, the Offeror and Next Games entered into a combination agreement (the “Combination Agreement”), pursuant to which the Offeror will make the Tender Offer for all of the Shares and Stock Options.
  • The Share Offer Price under the Tender Offer is EUR 2.10 in cash for each Share validly tendered in the Tender Offer. The holders of Stock Options will be offered a cash consideration for each Stock Option validly tendered.
  • The Share Offer Price represents a premium of approximately 125.6 percent compared to the closing price (EUR 0.93) of the Share on First North Growth Market Finland maintained by Nasdaq Helsinki Ltd (“First North”) on March 1, 2022, the last trading day immediately preceding the announcement of the Tender Offer and a premium of approximately 69.6 percent compared to the volume-weighted average price (EUR 1.24) of the Share on First North during the six-month period prior to and up to March 1, 2022.
  • The Tender Offer values Next Games’ total equity at approximately EUR 65 million.
  • The Board of Directors of Next Games, represented by a quorum comprising the non-conflicted members of the Board of Directors, has unanimously decided to recommend that the shareholders and holders of Stock Options of Next Games accept the Tender Offer.
  • The Tender Offer will enable Next Games to join Netflix as a core studio in a strategic region and key talent market, furthering the two companies’ shared vision and passion for games. Next Games will expand Netflix’s game studio capabilities to enhance development of a portfolio of world-class games for members to enjoy around the world.
  • The completion of the Tender Offer is not expected to have any immediate material effects on the operations or the position of the management or employees of Next Games. However, as is customary, the Offeror intends to change the composition of the Board of Directors of Next Games after the completion of the Tender Offer.
  • Certain major shareholders of Next Games, i.e. Jari Ovaskainen and AMC Networks Ventures LLC, together representing in aggregate approximately 43.3 percent of the Shares and votes in Next Games, have irrevocably undertaken to tender into the Tender Offer, subject to certain customary conditions.
  • The funds immediately available to the Offeror suffice for completing the Tender Offer and for financing the potential compulsory redemption proceedings in accordance with the Finnish Companies Act (624/2006, as amended, the “Finnish Companies Act”). The Offeror’s obligation to complete the Tender Offer is not conditional upon availability of financing.
  • The Offeror has published  a tender offer document (the “Tender Offer Document”) with detailed information on the Tender Offer on March 14, 2022. The offer period under the Tender Offer commences on March 14, 2022 and is expected to expire on or about April 8, 2022, unless the Offeror extends the offer period to satisfy the conditions to completion of the Tender Offer. The Tender Offer is currently expected to be completed during the second quarter of 2022.
  • The completion of the Tender Offer is subject to the satisfaction or waiver by the Offeror of certain customary conditions on or prior to the Offeror’s announcement of the final result of the Tender Offer and the Offeror having gained control of more than 90 percent of the Shares and votes in Next Games on a fully diluted basis.
  • According to the final result of the Tender Offer, the 28,238,797 Shares tendered in the Tender Offer represent approximately 94.0 percent of all the Shares and voting rights carried by the Shares. In addition, 100 percent of the Stock Options have been tendered in the Tender Offer, which implies, together with the tendered Shares, a holding of approximately 94.5 percent of all the Shares and voting rights carried by the Shares on a fully diluted basis. As all conditions to complete the Tender Offer have been fulfilled, the Offeror accepts the Shares and Stock Options tendered and will complete the Tender Offer in accordance with its terms and conditions.
  • The offer price will be paid to each shareholder and holder of Stock Options who has validly accepted, and not validly withdrawn, the Tender Offer in accordance with the terms and conditions of the Tender Offer, on or about April 14, 2022. The offer price will be paid in accordance with the payment procedures described in the terms and conditions of the Tender Offer. The actual time of receipt of the payment to each shareholder and holder of Stock Options will depend on the schedules for payment transactions between financial institutions and the agreements, if any, between the shareholder or holder of Stock Options and its account operator, custodian or nominee.
  • In order to allow also the remaining shareholders the possibility to accept the Tender Offer, the Offeror has decided to commence a subsequent offer period for the Shares in accordance with the terms and conditions of the Tender Offer (the “Subsequent Offer Period”). The Subsequent Offer Period will commence on April 14, 2022 at 9:30 a.m. (Finnish time) and expire on April 28, 2022 at 4:00 p.m. (Finnish time). During the Subsequent Offer Period, the Tender Offer can be accepted in accordance with the acceptance procedure described in the terms and conditions of the Tender Offer. All acceptances will be binding and cannot be withdrawn. Further instructions can be obtained from Danske Bank A/S, Finland Branch by sending an email to nextgames-offer@danskebank.com.
  • Based on the preliminary result of the Subsequent Offer Period, the 616,504 Shares tendered in the Tender Offer during the Subsequent Offer Period represent approximately 2.1 percent of all the Shares and voting rights carried by the Shares. The Shares tendered during the Subsequent Offer Period, together with the Shares tendered during the initial offer period, represent approximately 96.0 percent of all the Shares and voting rights carried by the Shares.

KEY DATES

2 March 2022
Signing of the combination agreement and announcement of the Tender Offer

14 March 2022 
Offer period commences

8 April 2022 
Offer period ends

11 April 2022
Preliminary results

13 April 2022 
Final results

14 April 2022 
Payment of the offer price

14 April 2022
Commencement of subsequent offer period

28 April 2022
Subsequent offer period ends

29 April 2022
Preliminary results of subsequent offer period

3 May 2022
Final results of subsequent offer period

4 May 2022
Payment of the offer price of subsequent offer period

MATERIALS

RELEASES

    Instructions and Further Information to Next Games’ Shareholders and Holders of Stock Options

    When do I need to accept the tender offer?

    The offer period commences on March 14, 2022 at 9.30 a.m., and expires on April 8, 2022 at 4 p.m. Finnish time, unless the offer period is extended.

    How do I accept the tender offer?

    Most Finnish account operators will send instructions and an acceptance form to their customers. Shareholders who do not receive such instructions should primarily contact their own account operator or asset manager. Secondarily, shareholders of Next Games can contact Danske Bank A/S, Finland Branch by sending an email to: nextgames-offer@danskebank.com.

    Can I withdraw my acceptance?

    An acceptance of the tender offer may be withdrawn by a shareholder of Next Games at any time before the expiration of the offer period until the offeror has declared the tender offer unconditional. A shareholder who withdraws its acceptance is obligated to pay any fees that the account operator operating the relevant book-entry account, or the custodial nominee account holder may collect for the withdrawal.

    When will I receive payment for my shares?

    The share offer price is expected to be paid on or about April 14, 2022, to each shareholder of Next Games who has validly accepted, and not validly withdrawn, the tender offer. If the offer period is extended, the offeror will announce the terms of payment for the shares tendered during the subsequent offer period.

    Where can I find more information?

    Please see the tender offer document available at www.nextgames.com/investors/netflix-offer. For questions regarding tendering your shares, please contact your book-entry account operator or asset manager.

    I am a holder of stock options. Where can I find more information?

    Evli Alexander Incentives Oy manages Next Games’ stock options. Evli will instruct all holders of stock options on the acceptance of the tender offer through Evli’s website. Please also see the tender offer document available at www.nextgames.com/investors/netflix-offer.

    Latest News

    Company Releases

    Company Release

    19 Aug, 2022

    The Arbitral Tribunal Has Confirmed Netflix, Inc.’s Redemption Right Regarding Next Games Corporation’s Minority Shares

    Company Release

    12 Aug, 2022

    Next Games Reschedules Publication of Half-Year Review 1 Jan - 30 Jun 2022

    Company Release

    09 Aug, 2022

    Next Games Corporation Applies for the Delisting of Its Shares From the First North Growth Market Finland Marketplace

    Company Release

    23 Jun, 2022

    Arbitrator Appointed for the Redemption Proceedings Concerning the Minority Shares in Next Games Corporation