Redemption proceedings of minority shares
On May 8, 2023 Sega Europe Limited (“Sega”), a private limited company incorporated and existing under the laws of England and Wales, that is directly and wholly owned by Sega Corporation, a corporation incorporated and existing under the laws of Japan, that, in turn, is directly and wholly owned by Sega Sammy Holdings Inc., a corporation incorporated and existing under the laws of Japan, with its shares listed on the Tokyo Stock Exchange, commenced a voluntary recommended cash offer to acquire all of the issued and outstanding shares in Rovio Entertainment Corporation (“Rovio”) that are not held by Rovio or any of its subsidiaries and all of the issued and outstanding options under the Company’s Stock Options 2022A plan.
On August 17, 2023 Sega notified Rovio of the commencement of the right of redemption. As Sega holds more than nine-tenths of Rovio’s issued and outstanding shares, it has a right within the meaning of Section 1 of Chapter 18 of the Finnish Companies Act to redeem other shareholders’ shares in the Company at a fair price. The right of redemption was registered on August 24, 2023.
On September 1, 2023 Sega commenced redemption proceedings in respect of Rovio Entertainment Corporation’s minority shares by initiating arbitration proceedings in accordance with Chapter 18, Section 3 of the Finnish Companies Act in order to obtain ownership of all the issued and outstanding shares in Rovio.
On September 22, 2023 the District Court of Länsi-Uusimaa appointed Professor emeritus Matti J. Sillanpää to act as a trustee to supervise the interests of Rovio’s minority shareholders during the redemption process.
Sega’s notice on the right of redemption and the appointment of a trustee
On September 29, 2023 Sega served its application to appoint an arbitral tribunal and to initiate arbitration proceedings in accordance with Chapter 18, Section 5 of the Finnish Companies Act.
On November 8, 2023 Sega had been informed that the Redemption Board of the Finland Chamber of Commerce had appointed an arbitral tribunal consisting of three members for the arbitration proceedings concerning the redemption of the minority shares in Rovio. The arbitral tribunal consists of attorney-at-law Ulla Vuokila (chair), LL.M. (trained on the bench) Lauri Länsman and attorney-at-law Teemu Taxell.
On December 8, 2023 the Board of Directors of Rovio resolved to submit an application to Nasdaq Helsinki for the termination of public trading and for the delisting of the Rovio shares. In the application, it is requested that the delisting in respect of the Rovio shares admitted to trading on the official list of Nasdaq Helsinki would become effective as soon as possible upon Sega having gained title to all the shares in Rovio in the pending redemption proceedings.
On January 12, 2024 the arbitral tribunal confirmed in its interim decision that Sega has the right to redeem the minority shares in Rovio and that Sega has the right to obtain title to the minority shares by posting a security approved by the arbitral tribunal for the payment of the redemption price and the possible interest accruing thereon. Following the confirmation of the redemption right, Nasdaq Helsinki suspended trading in the Rovio shares before the opening of trading that day.
On January 22, 2024 Sega had posted a security approved by the arbitral tribunal appointed by the Redemption Board of the Finland Chamber of Commerce in connection with the redemption proceedings concerning the minority shares in Rovio. Sega has thus gained title to all the shares in Rovio. The listing of the Rovio shares on Nasdaq Helsinki ceased that day in accordance with a separate release published by Nasdaq Helsinki.