SEGA has decided at its Board of Directors meeting on April 17, 2023, to make a tender offer to acquire Rovio Entertainment Oyj, a Finnish mobile game company, through its UK-based wholly-owned subsidiary SEGA Europe Limited.
SEGA’s goal is to buy all of Rovio’s shares and options at EUR 9.25 per share and EUR 1.48 per option, or EUR €706 million in total about ¥103,680 million at EUR1 = ¥146.9 (FX rate as of April 14, 2023). The acquisition is amicable, as Rovio’s board has approved and endorsed the tender offer.
Shareholders who own about 49.1 percent of Rovio’s shares and votes agreed to accept the Offer, with some usual conditions. The completion of the acquisition is expected to take place in the second quarter of FY2024/3, contingent upon compliance with antitrust reviews and other customary conditions.
Background and Purpose of the acquisition
The global gaming market is expected to grow significantly, with the mobile gaming market being the fastest-growing segment. To strengthen its position in this market, SEGA has decided to acquire Rovio, a mobile-first games company known for its Angry Birds brand.
The acquisition will enable SEGA to leverage Rovio’s live-operated mobile game development capabilities and expertise to accelerate the development of mobile-compatible versions of SEGA’s existing game IPs, and to expand its global portfolio.
SEGA aims to generate synergies between its existing businesses and Rovio’s strengths, particularly in the areas of mobile game operation, multimedia expansion, and cross-platform expansion of Rovio’s IP.
Highlights and Summary of the acquisition
On April 17, 2023, SSHD and Rovio agreed to a combination deal, where SSHD will make an offer to acquire all shares and options in Rovio.
- Shareholders will be offered EUR €9.25 in cash per share, while option holders will be offered EUR €1.48 in cash per option. The offer prices are subject to adjustments.
- The price being offered for the shares carries an additional cost when compared to the final prices recorded for the shares on Nasdaq Helsinki on different occasions.
- Some major shareholders, holding approximately 49.1% of Rovio’s shares and votes, have already agreed to accept the offer, subject to certain conditions.
- SSHD has secured financing to complete the offer and subsequent compulsory redemption proceedings. The offer period is expected to commence on May 8, 2023, and expire on July 3, 2023.
- The completion of the offer is subject to customary conditions, including regulatory approvals and acceptances of more than 90% of fully diluted shares and votes in Rovio.
SEGA to Acquire Rovio Entertainment Oyj
~ Global Expansion of the Consumer Business through Enhancement of Mobile Gaming Capabilities ~
— セガ公式アカウント🦔 (@SEGA_OFFICIAL) April 17, 2023
Commenting on the offer, Alexandre Pelletier-Normand, CEO of Rovio:
I loved Sonic’s cutting-edge design as a kid. Angry Birds showed me how gaming became a mainstream force that shapes culture. It was an honor to join Rovio and see Angry Birds grow with new games, series and films. Our proprietary technology platform, Beacon, is also impressive with 20 years of expertise in developing world-class GaaS products.
We want to ‘Craft Joy’ and use our skills and tools to bring more joy to our players, and enhance and expand Rovio’s and Sega’s lively IPs. Red and Sonic: two iconic characters from two very compatible companies, with a global reach across mobile, PC/console, and more. Rovio and Sega together have a bright future.
Haruki Satomi, President and Group CEO, Representative Director of Sega Sammy Holdings Inc.:
Mobile gaming is a huge and growing market, and Sega has always wanted to expand in this field. I am delighted to announce this deal with Rovio, the maker of the world-famous “Angry Birds” and a leader in mobile game development and operation. Sega has a long history of releasing many video games on various platforms, featuring the “Sonic the Hedgehog” series. I believe that combining both companies’ brands, characters, fanbase, culture and functionality will create great synergies.