8-KMaterial AgreementsRegulation FDOther Events+1

ELECTRONIC ARTS INC. 8-K Report, Material Agreement (Dec 14, 2020)

Filed December 14, 2020For Securities:EA

Summary

Electronic Arts Inc. (EA) announced on December 14, 2020, a material definitive agreement to acquire Codemasters Group Holdings plc, a UK-based video game developer and publisher, for approximately $1.2 billion. The acquisition will be executed through a recommended cash offer of 604 pence per ordinary share, valued at roughly $7.98 per share based on the exchange rate at the time of the announcement. This strategic move is expected to significantly expand EA's racing game portfolio, which includes popular titles like F1 and DiRT. The transaction is structured as a court sanctioned scheme of arrangement under UK law and is anticipated to close in the first calendar quarter of 2021, subject to customary closing conditions. These conditions include obtaining necessary shareholder approvals, regulatory clearances (including antitrust approvals in Austria and Germany), and the absence of any material adverse changes to Codemasters. This acquisition signals EA's commitment to bolstering its position in the high-growth gaming market through strategic consolidation.

Key Highlights

  • 1EA is acquiring Codemasters Group Holdings plc for approximately $1.2 billion in a cash transaction.
  • 2The offer price is 604 pence per ordinary share, equivalent to roughly $7.98 per share.
  • 3The acquisition is expected to significantly enhance EA's racing game offerings.
  • 4The deal is structured as a court sanctioned scheme of arrangement under UK law.
  • 5Closing of the acquisition is targeted for the first calendar quarter of 2021.
  • 6Key conditions for closing include shareholder approval, regulatory clearances (antitrust), and no material adverse change to Codemasters.

Frequently Asked Questions

This 8-K filing announces Electronic Arts Inc.'s (EA) entry into a material definitive agreement to acquire Codemasters Group Holdings plc, detailing the terms of the offer and the co-operation agreement between the two companies.

The total enterprise value for Codemasters is approximately $1.2 billion. Codemasters shareholders will receive 604 pence in cash for each ordinary share they hold.

The acquisition is contingent upon several conditions, including the approval of the scheme of arrangement by Codemasters' shareholders and the High Court of England and Wales, receipt of necessary antitrust clearances in jurisdictions like Austria and Germany, and the absence of any material adverse effect on Codemasters.

The acquisition is expected to be completed in the first calendar quarter of 2021, provided all conditions are satisfied or waived.