The Square Enix Directors and the Eidos Directors are pleased to announce that they have reached agreement on the terms of a recommended Offer under which Square Enix will acquire the entire issued and to be issued ordinary share capital of Eidos.
The Eidos Directors intend unanimously to recommend that Eidos Shareholders vote in favour of the Scheme and the resolutions to be passed at the Court Meeting and the Extraordinary General Meeting as those of them who are Shareholders have irrevocably undertaken to do in respect of their own beneficial holdings of 204,153 Eidos Shares in aggregate representing approximately 0.08 per cent. of the existing issued share capital of Eidos.
Warner Bros Entertainment Inc. is contractually obliged under a Subscription Agreement with Eidos to provide an irrevocable undertaking in respect of 52,518,080 Eidos Shares representing approximately 20 per cent. of the existing issued share capital of Eidos.
It is expected that the Court Meeting and the Extraordinary General Meeting will be held in March 2009 and that the Scheme will become effective before the end of April 2009.
Commenting on the Offer, Yoichi Wada, President and Representative Director of Square Enix, said:“Eidos is a talented developer and publisher of interactive entertainment products with a broad portfolio of highly successful mass market franchises, led by Tomb Raider, one of the most successful videogame franchises of all time. Eidos maintains a strong reputation for high quality development and proven expertise in creating characters and storylines that appeal to consumers. Eidos’ products are highly complementary to our business and will accelerate our aggressive expansion into Western markets. We believe that wide range of both companies’ quality products encompassing major genres will enable us to meet diversified customers’ expectations upon a global basis.”
Commenting on the Offer, Tim Ryan, Chairman of Eidos, said: “We believe that this cash offer provides Eidos Shareholders with an attractive price and certainty in today’s challenging market backdrop and economic outlook. The acquisition of Eidos will complement Square Enix’s expansion into Western markets and offers mutually beneficial opportunities for the combined group. The Board believes that this offer is in the best interests of the shareholders.”
Commenting on the Offer, Phil Rogers, Chief Executive Officer of Eidos, said: “Eidos has a strong portfolio of established franchises, with highly talented employees. Square Enix recognises this and sees Eidos as both complementary to their business as well as a valuable brand within videogames. We are one year into our new strategy and believe that the prospects for the further development of our strategy and the business as a part of Square Enix would offer an exciting opportunity for the Eidos Group.”
UBS Investment Bank is acting as financial adviser to SQEX and Square Enix. Citi is acting as financial adviser to Eidos.