THIS PRESS RELEASE IS NOT AN OFFER, WHETHER DIRECTLY OR INDIRECTLY, IN AUSTRALIA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA OR IN ANY JURISDICTION WHERE SUCH OFFER PURSUANT TO LEGISLATION AND REGULATIONS IN SUCH RELEVANT JURISDICTION WOULD BE PROHIBITED. SHAREHOLDERS NOT RESIDENT IN SWEDEN WHO WISH TO ACCEPT THE OFFER (AS DEFINED BELOW) MUST MAKE INQUIRIES CONCERNING APPLICABLE LEGISLATION AND POSSIBLE TAX CONSEQUENCES. SHAREHOLDERS SHOULD REFER TO THE OFFER RESTRICTIONS INCLUDED IN THE SECTION TITLED “IMPORTANT INFORMATION” AT THE END OF THIS PRESS RELEASE AND IN THE OFFER DOCUMENT.
SLIEMA, Malta, Oct. 11, 2024 /PRNewswire/ — On 18 September 2024, EveryMatrix Software Limited (“EveryMatrix”) announced a recommended public offer to acquire all shares in Fantasma Games AB (publ) (“Fantasma”) for SEK 59 in cash per share (the “Offer”). The Offer was accepted by shareholders holding 85.65 per cent of all shares in Fantasma during the acceptance period that ended on 10 October 2024. EveryMatrix has decided to complete the Offer and acquire the shares tendered in the Offer. This means that EveryMatrix, together with shares acquired by EveryMatrix outside the Offer as well as an irrevocable and unconditional sale commitment, will become the owner of 95.19 per cent of all shares in Fantasma. Settlement in respect of the shares tendered in the Offer is expected to commence on or around 18 October 2024. EveryMatrix has decided not to extend the acceptance period and the Offer is therefore closed.
Shares tendered and acquired outside the Offer as well as sale commitments
3,046,040 shares, corresponding to 85.65 per cent of all shares and votes in Fantasma, were tendered in the Offer during the acceptance period that ended on 10 October 2024. Following the announcement of the Offer, EveryMatrix has acquired 150,000 shares, corresponding to 4.22 per cent of all shares and votes in Fantasma, outside the Offer at prices not exceeding the Offer price per share of SEK 59. In addition, a shareholder holding 189,483 shares, corresponding to 5.33 per cent of all shares and votes in Fantasma, has irrevocably and unconditionally undertaken to sell its shares to EveryMatrix at the Offer price per share of SEK 59. Altogether, this means that EveryMatrix will become the owner of 3,385,523 shares, corresponding to 95.19 per cent of all shares and votes in Fantasma.[1]
Neither EveryMatrix nor its closely related companies or closely related parties owned any shares or other financial instruments that give a financial exposure equivalent to a shareholding in Fantasma at the time of the announcement of the Offer, and, apart from the above, they have not acquired, or agreed to acquire, any such shares or financial instruments outside the Offer.
Completion and settlement of the Offer
All conditions for completion of the Offer have been fulfilled. EveryMatrix has therefore decided to complete the Offer and acquire the shares tendered in the Offer.
EveryMatrix expects to commence settlement in respect of the shares that have been tendered in the Offer on or around 18 October 2024.
EveryMatrix has decided not to extend the acceptance period and the Offer is therefore closed.
Compulsory buy-out and delisting
EveryMatrix intends to commence a compulsory buy-out procedure in accordance with the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)) in respect of the remaining shares in Fantasma not owned by EveryMatrix as well as promote a delisting of the shares in Fantasma from Nasdaq First North Growth Market.
EveryMatrix
This press release was submitted for publication at 14.00 CEST on 11 October 2024.
For enquiries regarding the Offer, please contact:
Email: investor.relations@everymatrix.com
Information about the Offer is available at:
https://everymatrix.com/offer-validation/
For administrative questions regarding the Offer, please contact your bank or nominee where you have your shares registered.
Important information
The Offer is not being made to (and acceptance forms will not be accepted from or on behalf of) persons domiciled in Australia, Hong Kong, Japan, New Zealand, or South Africa, or whose participation in the Offer requires that additional offer documents are prepared or registrations effected or that any other measures are taken in addition to those required under Swedish law (including the Takeover rules for certain trading platforms issued by the Stock Market Self-Regulation Committee), unless an exemption applies.
This press release, the offer document and any other documentation related to the Offer (including copies of such documentation) must not be mailed or otherwise distributed, forwarded or sent in or into any jurisdiction (including, without limitation, Australia, Hong Kong, Japan, New Zealand or South Africa) in which the distribution of this press release, the offer document or the Offer would require any additional measures to be taken or would be in conflict with any laws or regulation in any such jurisdiction. Persons who receive this press release or the offer document (including, without limitation, banks, brokers, dealers, nominees, trustees and custodians) and are subject to the laws or regulations of any such jurisdiction will need to inform themselves about, and observe, any applicable restrictions and requirements. Any failure to do so may constitute a violation of the securities laws or regulations of any such jurisdiction. To the extent permitted by applicable law, EveryMatrix disclaims any responsibility or liability for any violations of any such restrictions, and EveryMatrix reserves the right to disregard any acceptance forms whose submission constitutes a direct or indirect violation of any of these restrictions.
Forward-looking statements
Statements in this press release relating to any future status or circumstances, including statements regarding future performance, growth and other trend projections and other effects of the Offer, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as “anticipate”, “believe”, “expect”, “intend”, “plan”, “seek”, “will”, “would” or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that could occur in the future. There can be no assurance that actual results will not differ materially from those expressed or implied by these forward-looking statements due to several factors, many of which are outside EveryMatrix’s control. Any forward-looking statements in this press release speak only as of the date on which the statements are made and EveryMatrix has no obligation (and undertakes no obligation) to update or revise any of them, whether as a result of new information, future events or otherwise, except as required by applicable laws and regulations.
[1] The ownership percentages set out in this paragraph are calculated based on 3,556,535 shares in Fantasma.
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