EID Eidos

 

TIDMEID 
 
RNS Number : 9241Q 
Eidos plc 
21 April 2009 
 
 
 
 
 
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO OR 
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE 
RELEVANT LAWS OF SUCH JURISDICTION 
 
Recommended acquisition of Eidos plc ("Eidos") by SQEX Ltd. ("SQEX") 
Court sanction of Scheme and confirmation of Capital Reduction 
On 12 February 2009, the Boards of Eidos and SQEX announced that they had 
reached agreement on the terms of a recommended acquisition of the entire issued 
and to be issued share capital of Eidos by SQEX, a company wholly owned by 
Square Enix Holdings Co. Ltd ("Square Enix"), to be effected by means of a 
scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). 
On 27 March 2009, the board of Eidos announced that 85.03% of those Eidos 
shareholders present and voting in person and by proxy (representing 99.92% of 
the Eidos shares voted) had approved the Scheme at the Court-convened Court 
Meeting and that the requisite majority of Eidos shareholders had passed the 
proposed special resolution relating to the Scheme at the Extraordinary General 
Meeting of Eidos, both of which were held on 27 March 2009. 
The Board of Eidos is pleased to announce that the Court sanctioned the Scheme 
at the Court Hearing held today and that it also confirmed the associated 
Capital Reduction at that hearing. 
As previously announced, the Scheme is expected to become effective on 22 April 
2009 following the delivery of the Court Order to the Registrar of Companies and 
the registration by him of such Court Order. Dealings in Eidos Shares on the 
London Stock Exchange will be suspended from 5.00 p.m. (London time) on 21 April 
2009 and Eidos Shares will cease to be listed on the official list maintained by 
the UK Listing authority and will be cancelled at 8.00 a.m. (London time) on 23 
April 2009, not on 22 April 2009 as previously announced. 
In consideration for the cancellation of their shareholdings, shareholders on 
Eidos' share register at 6.00 p.m. (London time) on 21 April 2009 will receive 
32 pence in cash for each Eidos Share held. Any cash consideration due to 
holders of Eidos Shares held in uncertificated form will be paid via CREST, and 
any cheques in respect of any cash consideration due to holders of Eidos Shares 
held in certificated form will be despatched by no later than 6 May 2009. 
+---------------------------------------------------------------+----------------------------------------+ 
|                                                               | 
+---------------------------------------------------------------+ 
| Enquiries                                                     |                                        | 
+---------------------------------------------------------------+----------------------------------------+ 
| Eidos                                                         |                                        | 
| Robert Brent                                                  | +44 20 8636 3000                       | 
|                                                               |                                        | 
+---------------------------------------------------------------+----------------------------------------+ 
| Citi (Financial adviser to Eidos)                             |                                        | 
| Matthew Smith                                                 | +44 20 7986 4000                       | 
| Stuart Poyser                                                 |                                        | 
| Charlie Lytle (Broking)                                       |                                        | 
|                                                               |                                        | 
+---------------------------------------------------------------+----------------------------------------+ 
| SQEX / Square Enix                                            |                                        | 
| Michihiro Sasaki                                              | +81 3 5333 1144                        | 
|                                                               |                                        | 
+---------------------------------------------------------------+----------------------------------------+ 
| UBS Investment Bank (Financial Adviser to SQEX / Square Enix) |                                        | 
| Andrew Cowper                                                 | +44 20 7568 0000                       | 
| Thomas Onions                                                 |                                        | 
|                                                               |                                        | 
+---------------------------------------------------------------+----------------------------------------+ 
| Media Enquiries - Madano (PR adviser to Eidos)                |                                        | 
| Mark Way                                                      | +44 20 7593 4000                       | 
| Matthew Moth                                                  |                                        | 
|                                                               |                                        | 
+---------------------------------------------------------------+----------------------------------------+ 
Capitalised terms used in this announcement have the meanings given to them in 
the Scheme Document dated 4 March 2009. 
This announcement does not constitute an offer to sell or an invitation to 
purchase or subscribe for any securities. This announcement also does not 
constitute a prospectus or prospectus equivalent document.  Any acceptance or 
other response to the Scheme should be made only on the basis of the information 
contained in the Scheme Document. 
UBS, is acting exclusively for SQEX and Square Enix and no one else in 
connection with the Acquisition and will not be responsible to anyone other than 
SQEX and Square Enix for providing the protections afforded to clients of UBS 
Investment Bank, or for providing advice in connection with the Acquisition or 
any matter referred to in this announcement. 
Citi, which is authorised and regulated by the Financial Services Authority, is 
acting exclusively for Eidos and no one else in connection with the Acquisition 
and will not be responsible to anyone other than Eidos for providing the 
protections afforded to clients of Citi or for providing advice in connection 
with the Acquisition or any matter referred to in this announcement. 
The distribution of this announcement in jurisdictions other than the UK may be 
restricted by law and therefore any persons who are subject to the laws of any 
jurisdiction other than the UK should inform themselves about, and observe, any 
applicable legal or regulatory requirements. This announcement has been prepared 
for the purpose of complying with English law and the Takeover Code, and the 
information disclosed may not be the same as that which would have been 
disclosed if this announcement had been prepared in accordance with the laws of 
jurisdictions outside the UK. 
The Acquisition relates to the shares of a UK company and is proposed to be 
effected by means of a scheme of arrangement under the laws of England and 
Wales. A transaction effected by means of a scheme of arrangement is not subject 
to the proxy solicitation or tender offer rules under the US Securities Exchange 
Act of 1934, as amended. Accordingly, the Scheme is subject to the disclosure 
requirements, rules and practices applicable in the United Kingdom to schemes of 
arrangement, which differ from the requirements of US proxy solicitation or 
tender offer rules. However, if SQEX were to elect to implement the Acquisition 
by means of a takeover offer, such takeover offer would be made in compliance 
with all applicable laws and regulations, including the US tender offer rules, 
to the extent applicable. 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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