Stock Exchange Release September 28, 2017, at 4:30 p.m.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
The Board of Directors of Rovio Entertainment Corporation ("Rovio" or "the Company") have today decided together with Trema International Holdings B.V. ("Trema"), Atomico Invest II Limited ("Atomico") and Silavano Investments S.à r.l. ("Silavano", and together with Trema and Atomico, the "Principal Sellers"), on the completion of the initial public offering of Rovio (the "Offering"). The final price per Offer Share (as defined below) in the Offering is EUR 11.50 per Offer Share, corresponding to a market capitalization of Rovio of approximately EUR 896 million immediately following the Offering. Demand in the Offering was very strong and the Offering was multiple times oversubscribed. Trading in the shares in the Company (the "Shares") is expected to start on the pre-list of Nasdaq Helsinki Ltd ("Nasdaq Helsinki") on or about September 29, 2017.
Rovio will issue 2,608,696 new shares in the Company (the "New Shares") (the "Share Issue"), corresponding to approximately 3.3 percent of the total number of outstanding Shares after the Offering. In addition, Principal Sellers and certain other shareholders of the Company (together with Principal Sellers, the "Sellers") will sell 34,314,389 existing Shares (the "Sale Shares") (the "Share Sale"). Unless the context indicates otherwise, the New Shares, the Sale Shares and the Additional Shares (as defined below) are together referred to herein as the "Offer Shares".
3,050,452 Offer Shares will be allocated to private individuals and entities in Finland, Sweden and Denmark (the "Public Offering") and 39,410,633 Offer Shares will be allocated in private placements to institutional investors in Finland and internationally (the "Institutional Offering"), assuming full exercise of the Over-allotment Option (as defined below). The Offering drew significant interest from Finnish and international investors, and was multiple times oversubscribed. For investors in Finland, Sweden and Denmark, the commitments given in the Public Offering will be accepted in full for up to 100 Offer Shares and approximately 50.0 percent of the subscription commitments exceeding this amount. The commitments of the personnel of Rovio will be accepted in full for up to 1,000 Offer Shares and approximately 50.0 percent of the subscription commitments exceeding this amount.
The Company will receive gross proceeds of approximately EUR 30 million from the Offering and the Sellers will receive gross proceeds of approximately EUR 458 million assuming full exercise of the Over-allotment Option. The total number of outstanding Shares will increase to 77,921,494 Shares after the New Shares offered in the Offering are registered in the Finnish Trade Register on or about September 29, 2017. The number of shareholders after the Offering will increase to more than 11,000 shareholders.
The shares subscribed for in the Public Offering are expected to be recorded in the book-entry accounts of investors who made approved commitments on or about the first banking day after the pricing (i.e., on or about September 29, 2017). The shares subscribed for in the Institutional Offering are expected to be ready to be delivered against payment through Euroclear Finland Ltd on or about October 3, 2017.
A confirmation letter regarding the approval of the commitments and allocation of the Offer Shares will be sent as soon as possible and on or about October 13, 2017 at the latest, to all investors who have submitted their commitments in the Public Offering. Investors at Nordnet Bank will see their commitments as well as allocation of Offer Shares on the transaction page of Nordnet Bank's online service. Any excess payments made in connection with the commitments will be refunded to investors' bank accounts approximately on the fifth banking day after the pricing (i.e., on or about October 5, 2017). If the investor's bank account is in a different financial institution than the subscription place, the refund will be paid into a Finnish bank account in accordance with the payment schedule of the financial institutions, approximately no later than two banking days thereafter. If the subscription place is Nordnet Bank, the refunded amount will only be paid to Nordnet cash account.
Trading in the Shares is expected to commence on the pre-list of Nasdaq Helsinki on or about September 29, 2017 and on the official list of Nasdaq Helsinki on or about October 3, 2017. The ISIN code of the Shares is FI4000266804 and the share trading code is ROVIO.
Trema and Silavano have granted to Danske Bank A/S, Helsinki Branch as stabilizing manager (the "Stabilizing Manager") an option exercisable within 30 days from the commencement of trading in the Shares on Nasdaq Helsinki (which is estimated to occur between September 29, 2017 and October 28, 2017) to purchase a maximum of 5,538,000 additional Shares (the "Additional Shares") solely to cover over-allotments in connection with the Offering (the "Over-allotment Option"). The Additional Shares represent approximately 7.1 percent of the Shares and votes in the Company after the Share Issue.
The Stabilizing Manager may, to the extent permitted by applicable law, within 30 days from commencement of trading in the Shares on Nasdaq Helsinki (which is estimated to occur between September 29, 2017 and October 28, 2017), engage in measures that stabilize, maintain or otherwise affect the price of the Shares. Any stabilization measures will be conducted in accordance with Regulation (EU) No 596/2014 of the European Parliament and of the Council on market abuse ("Market Abuse Regulation") and the Commission Delegated Regulation (EU) 2016/1052 supplementing Market Abuse Regulation with regard to regulatory technical standards for the conditions applicable to buy-back programs and stabilization measures. The Stabilizing Manager may sign a share lending agreement with Trema and Silavano related to stabilization.
Carnegie Investment Bank AB, Finland Branch ("Carnegie") and Danske Bank A/S, Helsinki Branch ("Danske Bank") act as joint global coordinators and joint bookrunners for the Offering (Carnegie and Danske Bank together, the "Global Coordinators"), and Deutsche Bank AG, London Branch ("Deutsche Bank") and OP Corporate Bank plc ("OP") act as joint bookrunners for the Offering (Deutsche Bank and OP together with the Global Coordinators, the "Managers"). Roschier, Attorneys Ltd. and Freshfields Bruckhaus Deringer LLP act as the legal advisers to the Company in the listing. White & Case LLP acts as the legal adviser to the Managers.
CEO Kati Levoranta:
"We are extremely happy and proud of the great interest towards Rovio's IPO, both by Finnish and international investors. I would like to thank all who participated in the IPO for their trust towards our company.
Rovio is a global games-first entertainment company that is today bigger and stronger than ever. The mobile gaming market is expected to grow fast and we are well positioned to take an advantage of this growth. The listing is an important step in developing Rovio into an even stronger games-first entertainment company."
Chairman of the Board Mika Ihamuotila:
"In the IPO, Rovio received gross proceeds of approximately EUR 30 million that will be used to support Rovio's growth strategy. We also believe that the listing will strengthen Rovio's brand recognition and brand awareness among customers, prospective employees, investors and the gaming sector in general, and thus enhances Rovio's competiveness.
Rovio's IPO was multiple times oversubscribed and we received over 11,000 new shareholders. I want to wish all these shareholders welcome to participate in Rovio's success."
Additional information
Rovio communications, tel. +358 40 485 8985, comms@rovio.com
Rauno Heinonen, SVP, Corporate Communications and Investor Relations, tel. +358 40 861 9345, rauno.heinonen@rovio.com
Rovio in brief
Rovio is a games-first entertainment company that creates, develops and publishes mobile games and acts as a brand licensor in various entertainment and consumer product categories. The Company is best known for the global Angry Birds brand, which started from a popular mobile game in 2009. Today, the Company offers multiple mobile games, has produced The Angry Birds Movie, which opened number one in theatres in 50 countries, and licenses the Angry Birds brand to consumer products and other entertainment content. Rovio's operations are divided into two business units, Games and Brand Licensing. The Games business unit accounted for 79 percent of Rovio's revenue for the twelve months ended June 30, 2017.
The Company's mobile games have a large user base. Rovio's games had been downloaded more than 3.7 billion times as of the end of June 2017, and they had on average 80 million monthly active users during the second quarter of 2017. The Angry Birds brand is one of the most recognized brands in the world with an average global brand awareness of 97 percent [1] . The Company is headquartered in Finland and has offices in Sweden, the United Kingdom, China and the United States.
DISCLAIMER
The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States. These written materials do not constitute an offer of securities for sale in the United States, nor may the securities be offered or sold in the United States absent registration or an exemption from registration as provided in the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder. The securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended.
The issue, exercise or sale of securities in the offering are subject to specific legal or regulatory restrictions in certain jurisdictions. The Company assumes no responsibility in the event there is a violation by any person of such restrictions.
The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. Investors must neither accept any offer for, nor acquire, any securities to which this document refers, unless they do so on the basis of the information contained in the applicable offering document prepared by the Company.
The Company has not authorized any offer to the public of securities in any Member State of the European Economic Area other than Finland, Sweden and Denmark. With respect to each Member State of the European Economic Area other than Finland, Sweden and Denmark and which has implemented the Prospectus Directive (each, a "Relevant Member State"), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in any Relevant Member State. As a result, the securities may only be offered in Relevant Member States (a) to any legal entity which is a qualified investor as defined in the Prospectus Directive; or (b) in any other circumstances falling within Article 3(2) of the Prospectus Directive. For the purposes of this paragraph, the expression an "offer of securities to the public" means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to exercise, purchase or subscribe the securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.
This communication does not constitute an offer of the securities to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the securities. This communication is directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as "relevant persons"). Any investment activity to which this communication relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
Forward-looking statements
Certain statements in this communication are not historical facts and are "forward-looking statements". Forward-looking statements include statements concerning our plans, expectations, projections, objectives, targets, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, the Company's competitive strengths and weaknesses, plans or goals relating to financial position, future operations and development, its business strategy and the anticipated trends in the industries and the political and legal environment in which it operates and other information that is not historical information, such as revenue growth, EBITDA growth, operating leverage and cost savings, investments, the contemplated Offering and listing, future cash flow generation, operating profit margin, operating capital expenditure, ratio of net debt and EBITDA, revenue, and operating results. In some instances, they can be identified by the use of forward-looking terminology, including the terms "believes", "intends", "may", "will" or "should" or, in each case, their negative or variations on comparable terminology.
Forward-looking statements in this communication are based on various assumptions, many of which in turn are based on assumptions. By their very nature, forward-looking statements involve inherent risks, uncertainties and assumptions, both general and specific, and risks exist that the predictions, forecasts, projections and other forward-looking statements will not be achieved. Given these risks, uncertainties and assumptions, you are cautioned not to place undue reliance on such forward-looking statements. Any forward-looking statements contained herein speak only as at the date of this release. Save as required by law, the Company, the joint global coordinators and the joint bookrunners do not intend and do not assume any obligation, to update or correct any forward-looking statement contained herein.
[1] Based on a study commissioned by the Company including a 15-minute online survey (including screener). Total sample of 7,500 questionnaires collected from five countries including the United States, the United Kingdom, China, Russia, and Mexico during the period June 27, 2017 - July 14, 2017. Source: Lieberman Research Worldwide.
