Rovio Entertainment Corporation announces the preliminary price range for its planned initial public offering

Press Release September 15, 2017, at 8:00 a.m. EET

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.

Rovio Entertainment Corporation ("Rovio" or the "Company") announces the preliminary price range for the share issue and the share sale in connection with its planned initial public offering (the "Offering"). The Company announced on September 5, 2017 that it is planning an initial public offering and listing of its shares on the official list of Nasdaq Helsinki Ltd ("Nasdaq Helsinki"). The subscription period for the Offering is expected to commence on Monday, September 18, 2017 at 10:00 a.m. EET.

The Offering in brief:

  • The preliminary price range of the Offering is a minimum of EUR 10.25 and a maximum of EUR 11.50 per share (the "Preliminary Price Range").
  • The market capitalization of the Company calculated based on the Preliminary Price Range would be approximately EUR 802-896 million assuming that the Company raises gross proceeds of approximately EUR 30 million through the Offering.

The Offering:

  • The Company aims to raise gross proceeds of approximately EUR 30 million by offering for subscription new shares in the Company (the "New Shares") (the "Share Issue"). The number of New Shares to be issued will be determined based on the final price per share for the Offer Shares (as defined below) (the "Final Offer Price").
  • The Company's major shareholder, Trema International Holdings B.V. ("Trema"), and certain other existing shareholders of the Company (together with Trema, the "Sellers") will offer for purchase initially a maximum of 34,314,389 existing shares in the Company (the "Sale Shares") (the "Share Sale"). Trema will offer for purchase in the Share Sale a maximum of 18,362,000 Sale Shares.
  • An Over-allotment Option (as defined below) of in total a maximum of 5,538,000 Shares (as defined below) is expected to be granted by Trema and Silavano Investments S.à.r.l to Danske Bank A/S, Helsinki Branch as stabilizing manager (the "Stabilizing Manager")
  • The Offering consists of (i) a public offering to private individuals and entities in Finland, Sweden and Denmark (the "Public Offering"), and (ii) private placements to institutional investors in Finland and internationally (the "Institutional Offering")[1]
  • Swedbank Robur Fonder AB; Varma Mutual Pension Insurance Company; Livförsäkringsbolaget Skandia, ömsesidigt; Skandia Fonder AB; Danske Invest Fund Management Ltd; Aktia Asset Management Ltd on behalf of Aktia Fund Management Company Ltd and acting as an investment manager for Aktia funds; and Elo Mutual Pension Insurance Company (together, the "Cornerstone Investors") have given subscription commitments in relation to the Offering, under which they commit to subscribe for 20,217,259 Offer Shares in total at the Final Offer Price. The commitments are conditional upon, among others, a minimum of 13,343,389 Offer Shares in total being allocated to the Cornerstone Investors.
  • The value of the Offering based on the Preliminary Price Range is approximately EUR 438-488 million assuming that the Company will raise gross proceeds of approximately EUR 30 million, the Sellers will sell 34,314,389 Sale Shares in the Share Sale and the Over-allotment Option will be exercised in full.
  • The Offer Shares represent a maximum of approximately 54.6 percent of the shares in the Company (the "Shares") and all votes in the Company after the Share Issue assuming that the Final Offer Price will be at the mid-point of the Preliminary Price Range, the Company will raise gross proceeds of EUR 30 million, the maximum amount of Sale Shares will be sold in the Offering and the Over-allotment Option will be exercised in full. 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".
  • Trema will retain a 36.6 percent ownership in the Company after the Offering, assuming that the Final Offer Price will be at the mid-point of the Preliminary Price Range, the Company will raise gross proceeds of EUR 30 million, Trema will sell 18,362,000 Sale Shares and the Over-allotment Option will be exercised in full.
  • The subscription period for the Public Offering will commence on September 18, 2017 at 10:00 a.m. EET and will end on September 26, 2017 at 4:00 p.m. EET, unless the subscription period is discontinued or extended.
  • The subscription period for the Institutional Offering will commence on September 18, 2017 at 10:00 a.m. EET and will end on September 28, 2017 at 12:00 p.m. EET, unless the subscription period is discontinued or extended.
  • Trading in the Shares on Nasdaq Helsinki is expected to commence on the pre-list of Nasdaq Helsinki on or about September 29, 2017 and on the official list on or about October 3, 2017 under the trading code "ROVIO".

CEO Kati Levoranta:

"The mobile gaming market is expected to grow fast and Rovio has grown faster than the market in recent years. In the core of our strategy there is a principle to only launch games that have potential to reach top-grossing lists and have a long life-time. Our latest game releases prove that we have reached our goal. But Rovio is much more than just a gaming company. Angry Birds branded consumer products are already sold in some 120 counties and the first Angry Birds Movie, released in 2016, was an international box-office success. The listing is an important step in developing Rovio into an even stronger games-first entertainment company."

Chairman of the Board Mika Ihamuotila:

"Since 2009, Rovio has developed into a global games-first entertainment company that is today bigger and stronger than ever. The Company’s Angry Birds brand has very strong brand awareness globally. We feel that strong brand is one of the key competitive advantages in the gaming market of the future.  We believe that the contemplated 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.

The listing will offer new shareholders an opportunity to become part of Rovio’s success."

Background and reasons for listing

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.

The objective of the Offering is to enable Rovio to pursue its growth strategy and improve strategic flexibility. The listing would also allow Rovio to obtain access to capital markets and broaden its ownership base. Furthermore, the Offering would benefit Rovio operationally, strengthen Rovio’s brand recognition and thus enhance Rovio’s competiveness. The listing would also enable Rovio to use its shares more effectively as a means of consideration in potential acquisitions and remuneration of personnel.

Details of the Offering and publication of the Finnish language prospectus

In the Public Offering, preliminarily a maximum of 2,000,000 Offer Shares will be offered and in the Institutional Offering, preliminary a maximum of 35,241,219 Offer Shares will be offered, assuming that the Over-allotment Option will not be exercised. In the Public Offering, the personnel of Rovio (including the personnel of Rovio’s subsidiaries) will have an allocation preference of up to 1,000 Shares per employee, meaning that it is envisaged that the commitments of the members of the personnel of Rovio will be accepted in full for up to 1,000 Offer Shares.

The Preliminary Price Range is a minimum of EUR 10.25 and a maximum of EUR 11.50 per Share.

The Company aims to raise gross proceeds of approximately EUR 30 million by offering for subscription the New Shares. The Company will issue 2,758,621 New Shares assuming that the Final Offer Price will be at the mid-point of the Preliminary Price Range.

The Sellers will offer for purchase initially a maximum of 34,314,389 Sale Shares in the Offering. After the Share Issue, the total number of Shares will be 78,071,419 assuming that the Final Offer Price will be at the mid-point of the Preliminary Price Range. The Offer Shares represent up to approximately 47.5 percent of the Shares after the Share Issue, assuming that the Final Offer Price will be at the mid-point of the Preliminary Price Range and that the Over-allotment Option (as defined below) will not be exercised (54.6 percent assuming that the Over-allotment Option will be exercised in full).

Trema and Silavano Investments S.à.r.l are expected to grant to the Stabilizing Manager an option exercisable within 30 days from the commencement of trading in the Shares on the official list of Nasdaq Helsinki, to purchase in total 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 assuming that the Sellers will sell the maximum amount of Sale Shares and that the Company will issue 2,758,621 New Shares (the number of New Shares has been calculated assuming that the Final Offer Price will be at the mid-point of the Preliminary Price Range).

The Shares are not subject to public trading before the Offering. The Company will apply for the listing of the Shares on the official list of Nasdaq Helsinki. 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 Company has submitted a Finnish language prospectus for approval by the Finnish Financial Supervisory Authority. The Finnish language prospectus is expected to be approved on or about September 15, 2017. The Finnish language prospectus and the English language translation of the Finnish language prospectus that contains Swedish and Danish language translations of the summary (together, the "Offering Documents") will be available through the Company's website, www.rovio.com, no later than on September 18, 2017. The Finnish language prospectus will also be available at the websites www.danskebank.fi/issues, www.op.fi/merkinta and www.nordnet.fi/rovio. The English language translation of the Finnish language prospectus that contains Swedish and Danish language translations of the summary will be available at the websites www.nordnet.se and www.nordnet.dk. In addition, printed copies of the Offering Documents are expected to be available on or about September 18, 2017 at the headquarters of the Company at Keilaranta 7, FI-02150 Espoo, as well as at the offices of Danske Bank and at the service point of Nasdaq Helsinki at Fabianinkatu 14, FI-00100 Helsinki. Printed copies of the Finnish language prospectus are also expected to be available on or about September 18, 2017 at the branch offices of cooperative banks belonging to the OP Financial Group.

Carnegie Investment Bank AB, Finland Branch ("Carnegie") and Danske Bank A/S, Helsinki Branch ("Danske Bank") have been appointed to 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") have been appointed to 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.

Further information about the Offering and places of subscription is available on the websites www.danskebank.fi/issues, www.op.fi/merkinta and www.nordnet.fi/rovio as well as at the offices of Danske Bank offices and at the branch offices cooperative banks belonging to the OP Financial Group.

Important Dates

The Finnish language prospectus will be approved on or about:

September 15, 2017

The Finnish language prospectus will be published on or about:

September 18, 2017

The subscription period for the Institutional Offering commences:

September 18, 2017 at 10:00 a.m. EET

The subscription period for the Public Offering commences:

September 18, 2017 at 10:00 a.m. EET

The Offering may be discontinued at the earliest:

September 25, 2017 at 4:00 p.m. EET

The subscription period for the Public Offering ends on or about:        

September 26, 2017 at 4:00 p.m. EET

The subscription period for the Institutional Offering ends on or about:

September 28, 2017 at 12:00 p.m. EET

The Final Offer Price will be announced on or about:

September 28, 2017

Trading in the Shares on the pre-list of Nasdaq Helsinki is expected to commence on or about:    

September 29, 2017

Trading in the Shares on the official list of Nasdaq Helsinki is expected to commence on or about:                 

October 3, 2017

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

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] Pursuant to exemptions from the registration requirements of the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), including in the United States to qualified institutional buyers as defined in Rule 144A under the U.S. Securities Act.