8-KMaterial AgreementsRegulation FDExhibits & Filings

ELECTRONIC ARTS INC. 8-K Report, Material Agreement (Dec 8, 2005)

Filed December 8, 2005For Securities:EA

Summary

Electronic Arts Inc. (EA) announced on December 8, 2005, its definitive agreement to acquire JAMDAT Mobile Inc. in a cash merger transaction. Under the terms of the agreement, JAMDAT shareholders will receive $27.00 in cash for each share of common stock, and EA will assume JAMDAT's outstanding stock options. This acquisition is expected to be taxable to JAMDAT shareholders. The transaction is subject to customary closing conditions, including the approval of JAMDAT stockholders and regulatory approvals such as the expiration of the Hart-Scott-Rodino waiting period. Key JAMDAT shareholders, representing approximately 28.6% of outstanding shares, have agreed to vote in favor of the merger. EA plans to file the full merger agreement as an exhibit to an amendment of this 8-K filing.

Key Highlights

  • 1EA enters into a definitive Agreement and Plan of Merger to acquire JAMDAT Mobile Inc.
  • 2JAMDAT Mobile Inc. will become a wholly-owned subsidiary of Electronic Arts.
  • 3JAMDAT shareholders will receive $27.00 in cash per share, with the transaction being taxable.
  • 4Electronic Arts will assume JAMDAT's outstanding stock options.
  • 5Significant JAMDAT shareholders (approx. 28.6%) have agreed to vote in favor of the merger.
  • 6The acquisition is subject to JAMDAT shareholder approval and regulatory clearances (e.g., HSR Act).
  • 7A termination fee of up to $26.8 million may be payable by JAMDAT under specific circumstances.

Frequently Asked Questions

This 8-K filing announces the entry into a material definitive agreement by Electronic Arts Inc. (EA) to acquire JAMDAT Mobile Inc. It details the terms of the merger, the consideration to be paid to JAMDAT shareholders, and the conditions for closing the transaction.

Electronic Arts will acquire JAMDAT Mobile Inc. through a cash merger. Each outstanding share of JAMDAT common stock will be converted into $27.00 in cash. The transaction is taxable to JAMDAT shareholders.

The consummation of the merger is contingent upon several conditions, including the approval of JAMDAT's stockholders, the expiration of the Hart-Scott-Rodino waiting period, and the receipt of any necessary foreign antitrust approvals, along with other standard closing conditions.

Yes, Electronic Arts will assume JAMDAT's outstanding stock options. These options will be converted into options to purchase EA common stock, with the number of shares based on the $27.00 acquisition price per share and EA's average closing stock price over the five trading days prior to closing.