PARIS, March 29, 2016 /PRNewswire/ --
This press release was prepared by Gameloft S.E. and disseminated in accordance with article 231-26 of the general regulations of the Autorité des marchés financiers (the "AMF").
The draft response document remains subject to the review of the AMF.
This document is an unofficial English-language translation of the press release relating to the filing of the draft response document (communiqué de presse relatif au dépôt du projet de note en réponse) prepared and disseminated in accordance with the provisions of article 231-26 of the AMF general regulations. In the event of any differences between this unofficial English-language translation and the official French document, the official French document shall prevail.
Gameloft S.E. is advised by J.P. Morgan and Degroof Petercam Finance. The draft response document is available on the websites of Gameloft S.E. (http://www.gameloft.fr) and the AMF (http://www.amf-france.org), and may be obtained free of charge from:
Gameloft CACEIS Corporate Trust 14, rue Auber 14, rue Rouget de Lisle 75009 Paris 92862 Issy-les-Moulineaux
In accordance with the provisions of article 231-28 of the AMF general regulations, information relating in particular to the legal, financial and accounting aspects of Gameloft, will be made available to the public in the same manner as mentioned above, no later than the day preceding the opening of the offer.
1. PRESENTATION OF THE OFFER
1.1 Description of the Offer
Pursuant to Section III of Book II and more specifically articles 232-1 and 234-2 of the AMF general regulations, Vivendi, a public company (société anonyme) with a share capital of 7,526,302,888.50 euros, having its registered office at 42, avenue de Friedland in Paris (75008), registered with the Company Registry of Paris under the identification number 343 134 763, and whose shares are traded on the regulated market of Euronext in Paris ("Euronext Paris") under ISIN Code FR0000127771 ("Vivendi" or the "Offeror"), is irrevocably making an offer to the shareholders of Gameloft S.E., a European company (société européenne) with a share capital of 4,295,301.10 euros, having its registered office at 14, rue Auber in Paris (75009), registered with the Company Registry of Paris under the identification number 429 338 130 ("Gameloft" or the "Company"), and whose shares are traded on Euronext Paris under ISIN Code FR0000079600, to purchase, under the conditions described in the draft offer document prepared by Vivendi, filed with the AMF on February 18, 2016, as amended on March 1, 2016, and approved by the AMF on March 15, 2016 under visa number 16-077 (hereinafter, the "Offer Document"), all of the shares of Gameloft held by such shareholders for a price of 7.20 euros per share (subject to adjustments) (the "Offer").
The Offer is made for all existing shares of Gameloft not held by the Offeror, as well as all shares that may be issued following the exercise of stock options allocated prior to the Offer and that may be exercised during the Offer period (or during the re-opened Offer period, as the case may be), representing, as at February 29, 2016, a total of 60,743,516 Company shares, calculated as follows:
existing shares 85,906,022 shares that may be issued following the exercise of stock options and that may be tendered to the Offer 261,500 minus shares held by the Offeror 25,424,006 Total 60,743,516
With respect to shares allocated through free shares allocation plans :
- the Offeror has not deducted from the number of shares targeted by the Offer the shares whose holding period required by article L. 225-197-1 of the French Commercial Code and by contractual provisions, will not have expired before the end of the Offer period (or the end of the re-opened Offer period, as the case may be). However, the holders of such shares may not tender them to the Offer (or to the re-opened Offer, as the case may be), except in case of early termination of the holding period as provided by law. The Offeror will offer to such holders a liquidity mechanism as described in paragraph 1.3 of the draft response document. The shares allocated through the free shares allocation plan of July 6, 2012 will be the only shares eligible to such mechanism;
- the Offeror has not undertaken to offer a liquidity mechanism to holders of free shares issued as part of the other free share allocation plans, namely those of September 19, 2013, December 16, 2014 and December 17, 2015.
The Offer will be carried out according to the normal procedure, in accordance with the provisions of articles 232-1 et seq. of the AMF general regulations.
The Offer is subject to the caducity threshold provided under article 231-9, I of the AMF general regulations.
HSBC France ("HSBC") is acting as presenting bank for the Offer and warrants the content and irrevocable nature of the undertakings made by the Offeror in connection with the Offer, in accordance with the provisions of article 231-13 of the AMF general regulations.
1. Calculated based on a number of 1,368,418,707 shares making up the share capital as at February 29, 2016.
2. Calculated based on a number of 85,906,022 shares making up the share capital as at February 29, 2016.
3. AMF publication number D&I 2016C0583.
4. AMF publication number D&I 216C0692 published on March 18, 2016.
5. This number corresponds to the number of shares that may be issued through the stock options plan of July 6, 2012.
6. Based on information provided by the Offeror on March 7, 2016 (AMF publication number D&I 216C0629).
1.2 Context of the Offer
The Offer is made following the upward crossing, on February 18, 2016, by the Offeror, of the 30% threshold of the Company's share capital. It is therefore a mandatory tender offer as provided under articles L. 433-3, I of the French Monetary and Financial Code.
Pursuant to articles 231-13 et seq. of the AMF general regulations, on February 18, 2016, HSBC filed with the AMF a draft offer document for a mandatory tender offer. On March 1, 2016, HSBC informed the AMF of an increase in the price offered for Gameloft shares, without amending the other terms of the draft offer document filed on February 18, 2016.
2.REASONED OPINION OF THE COMPANY'S BOARD OF DIRECTORS
The Gameloft Board of Directors met on March 23, 2016, being presided by Mr. Michel Guillemot, Chairman of the Board of Directors, in order to examine the Offer and to issue a reasoned opinion on the advantages and consequences of the Offer for the Company, its shareholders and its employees.
All of the members of the Board of Directors were present at the meeting: Mr. Christian Guillemot, Mr. Claude Guillemot, Mr. Gérard Guillemot, Mr. Michel Guillemot, Mr. Yves Guillemot, Ms. Odile Grandet and Ms. Marie-Thérèse Guiny.
The reasoned opinion of the Board of Directors was issued on March 23, 2016 and is as follows:
"The Chairman of the Board of Directors reminds that Vivendi irrevocably offers the shareholders of the Company to acquire all of the Gameloft shares they own and all of the shares which may be issued due to the exercise of stock options granted before the Offer and exercised during the Offer period (or during the reopened Offer period, if applicable), at a price of €7.20 per share (the "Offer").
The Board of Directors has considered the following elements:
- the notice relating to the filing of the proposed tender offer which was published by the Autorité des marchés financiers (the "AMF") on February 18, 2016 (D&I 216C0527) and the notice published by the AMF on March 1, 2016, relating to an increase in the price at which the Gameloft shares are proposed to be acquired (D&I 216C0583);
- Vivendi's press release published on February 18, 2016, regarding the filing of its offer and the information on Gameloft included in the presentation of Vivendi 2015 annual results;
- the offer document (note d'information) published by Vivendi, including the price analysis of the Offer prepared by HSBC France acting as the presenting bank for the Offer which received the visa n°16-077 of the AMF on March 15, 2016;
- the clearance decision (décision de conformité) on the Offer published by the AMF on March 18, 2016 (D&I 216C0692);
- the notice relating to the opening of the Offer published by the AMF on March 18, 2016 (D&I 216C0693); and
- the draft response document (projet de note en réponse) prepared by the Company.
Following its analysis and in accordance with the provisions of the Article 231-19 of the general regulation of the AMF, the Board of Directors has to give its opinion on the interest of the Offer and its consequences for the Company, its shareholders and its employees.
1. Background of the Vivendi offer
The filing of the Offer on February 18, 2016, follows the upward crossing by Vivendi on the same day of the 30%-threshold of the Company's share capital. It is therefore a mandatory tender offer as provided under article L. 433-3, I of the French Monetary and Financial Code.
HSBC France, acting as presenting bank for the Offer, informed the AMF on March 1, 2016 of an increase in the price offered for Gameloft shares from €6.00 per share to €7.20 per share (subject to adjustment).
The Board of Directors notes that, at the date hereof, based on the Company's knowledge and on Vivendi's statement on March 7, 2016 (D&I 216C0629), Vivendi holds 25,649,006 Gameloft shares, representing 29.86% of the share capital and 26.63% of the voting rights.
The Board of Directors also notes that due to the caducity threshold mentioned in the Offer, the Offer will be cancelled if, at the closing date, Vivendi does not hold, solely or jointly, directly or indirectly, a number of Gameloft shares representing a fraction of the share capital or of the voting rights of the Company higher than 50%, including the treasury shares.
The Board of Directors notes that the caducity threshold is calculated as follows:
- the numerator will include the Company shares that Vivendi owns, solely or jointly, directly or indirectly (including if applicable, the treasury shares, provided that Vivendi's stake is, without taking into account these shares, greater than the 40% threshold of the voting rights corresponding to the legal presumption of control of article 233-3 of the Commercial Code), considering the shares tendered to the Offer as already held by Vivendi at the closing day of the Offer despite the non-fulfilment, at this date, of settlement/delivery transactions related to the Offer;
- the denominator will include all shares issued by the Company at the closing day of the Offer.
2. Interest of Vivendi's Offer
The Board of Directors analysed the interest of Vivendi's Offer for the Company, its shareholders and its employees, without all the necessary information (in particular, the Board of Directors did not have access to a business plan or to a detailed execution plan) to have a clear vision on the implementation of Vivendi's strategy.
First, the Board of Directors reminds that the outstanding growth of Gameloft over the past 15 years in the mobile game industry was built on the entrepreneurial vision of its management team and on the Company's independence towards telecommunication operators, as well as the full involvement of employees in the value creation. The Board of Directors also noted that the way Vivendi entered in the capital of Gameloft, as well as the hostile nature of its tender offer, are likely to destabilize the Company and its teams, will impede the implementation of the Company's strategy, and cause a significant prejudice to shareholders who sold their shares to Vivendi before the filing of the Offer based on declarations of intents which do not comply with applicable regulation, and to the remaining shareholders due to the breach of the fundamental principle of open competition in offers and overbids.
The Board of Directors has then considered the content of the offer document and particularly the Section 1.2 "The bidder's intentions".
a. Strategy proposed by Vivendi
Although Vivendi does not explain in detail how the two groups' businesses are complementary and/or enable them to generate synergies, Vivendi indicates in the offer document that a partnership between Vivendi and Gameloft would give to the Company "new levers of development" and would be part of "a long-term vision of the creation of a French champion of creative contents at a global scale".
The Board of Directors reminds that Gameloft's ambition is to become a global "champion" in the mobile game industry and that the Company has already achieved this objective, as evidenced by its presence in more than 30 countries and its geographical coverage of more than 100 countries.
The Board of Directors notes that Vivendi operates in really different businesses compared to Gameloft. Vivendi is mainly focused on pay television services through Canal+ and in music through Universal Music Group whereas Gameloft is one of the global leaders of development and design of downloadable and interactive video games used on mobile phones, tablets, triple play boxes and connected TVs.
Concerning the different synergies mentioned by Vivendi, the Board of Directors notes the following points:
- "Creative know-hows" of Vivendi would bring no substantial synergies to Gameloft considering that (i) Vivendi does not have any specific know-how in the video game industry since the sale of Activision one year ago and (ii) as mentioned by Vivendi, Gameloft already has highly skilled creation teams whose know-how has been recognized through awards granted several times by professionals of the industry. More specifically, the mobile gaming sector requires an ability to (i) develop high quality games thanks to dedicated creation teams, (ii) analyze and understand gamers' expectations, which fluctuate highly depending on their profile and their geographic location, thanks to customized analysis tools and (iii) retain the audience of a broad gamers community over a long period of time thanks to a proximity and a deep knowledge of these players. The recent sale of Activision by Vivendi illustrates its lack of strategic vision in the long term in the gaming industry. Moreover, the unfavorable trend of revenues and profitability of Activision over the last years during which the group was held by Vivendi illustrates its lack of knowledge of value creation levers in the gaming industry;
- "Vivendi's access to musical and cinematographic contents of UMG and Groupe Canal+" as well as "Vivendi's proximity (…) with all the greatest audiovisual creation studios" would bring limited revenues synergies to Gameloft considering that (i) the number of licenses in the video game industry, and particularly on the mobile segment, coming from cinematographic rights is limited and the success of these adaptations is relative (in the particular case of Gameloft, games coming from cinematographic licenses launched since 2013 represent 13.31% of the revenues cumulated over the period) and (ii) Gameloft's strategy aims at reducing the number of new games launched, especially those under license, in order to focus on games with a bigger in-app or advertising monetization potential;
- "[Vivendi's] strong international positions" won't enable Gameloft to intensify its international development since the Company is already located in more than 100 countries with revenues outside France accounting for 96.72% of its total revenues, especially in Asia and America, and employs more than 6,000 people abroad accounting for 98.60% of its total workforce;
- "Vivendi's relationships (…) with telecom operators", limited to its current minority participation in Telecom Italia and Telefonica, would not bring any further substantial synergies to Gameloft since the Company already has an active network of more than 200 telecom operators in more than 100 countries;
- The impact of "the promotion of Gameloft contents and franchise on Dailymotion" would not be substantial outside France considering the prevalence of Youtube and Twitch which are the most consulted by mobile gamers in the world;
- The expansion of "Gameloft's products distribution" would be highly difficult to implement outside the main numerical platforms for smartphones and tablets usually called "App Store", including the Apple Store, Google Play, Windows Phone Store, App-Shop Amazon, as well as several Asian platforms in China, Japan or Korea such as Tencent, Baidu, Line or Kakao. Outside of these numerical platforms, which are the main partners of Gameloft and which generated more than 57% of the Company's revenues, no substantial synergy of distribution can be expected;
- "Vivendi's financial abilities" would not stand as a particular asset for Gameloft since the Company has never been restrained in the development of its business and the achievement of its strategic objectives due to a lack of financial resources. As a reminder, Gameloft has shown an almost uninterrupted growth of its revenues since its creation (with an average annual growth rate of 31% between 2003 and 2015). Furthermore, Gameloft has demonstrated its ability to generate cash while pursuing its organic development and had a cash position of €36.9m as of the end of 2015. According to the financial targets communicated to the market on March 22, 2016, the cash should significantly grow over the next three years.
To conclude, the Board of Directors considers unanimously that the Offer which is initiated by Vivendi has no strategic interest for Gameloft and the contemplated partnership won't create substantial synergies for Gameloft shareholders nor accelerate the industrial project of the Company.
b. Interest for the Company's shareholders
The Chairman of the Board of Directors reminds the members of the Board of Directors of the financial targets Gameloft communicated to the market on March 22, 2016, namely:
- 2018 sales target of more than €350 million;
- current operating profit target of more than €65 million in 2018; and
- cumulative free cash flow target of more than €85 million over 2016-2018.
The Board of Directors notes that at the date of the filing of the Offer on February 18, 2016, the Company had not publicly disclosed its three-year financial targets yet. These targets are significantly above the financial analysts' consensus which prevailed at that time. Consequently, any analysis based on a consensus or share price before March 22, 2016 has little relevance.
Vivendi's Offer price has been primarily assessed using the following valuation methods: (i) analysis of Gameloft's share price performance, (ii) intrinsic value resulting from the discounting cash flow method, (iii) transaction multiples method, and (iv) trading multiples method. These analyses, as indicated hereinabove, are based on the Company's business plan that underpins the financial targets communicated to the market on March 22, 2016.
Appraisal of the Offer price
In order to assess the terms of Vivendi's proposed tender offer, the Board of Directors has based its valuation work on a multi-criteria approach as described hereinafter:
- analysis of Gameloft's share price performance;
- discounted cash flow method;
- transaction multiples method; and
- trading multiples method.
The analysis of historical premia paid in French tender offers has not been used as it would have relied on a share price preceding the publication of the Company's three-year financial targets and would have been less relevant as such.
Reconciliation between the Company's enterprise value and the shareholders' equity value
It is specified that, for the purposes of the analysis hereunder, the calculation of the shareholders' equity value is based on a number of 91.1 million shares as of March 23, 2016 on a fully diluted basis.
The adjustment items between the Company's enterprise value and the shareholders' equity value are based on Gameloft's half-year consolidated accounts as of June 30, 2015.
The total reconciliation amount is 46.6 million euros and includes:
- a net cash position of 34.7 million euros;
- deferred tax assets net of deferred tax liabilities of 13.3 million euros; and
- employee benefits related liabilities of 1.4 million euros.
i. Analysis of Gameloft's share price performance
Gameloft share price Implied premium 17-Feb-16 23-Mar-16 17-Feb-16 23-Mar-16 Last closing share price (March 23, 2016) 5.40 7.30 33.3% (1.4%) 1-month VWAP 4.92 6.98 46.2% 3.1% 3-month VWAP 5.64 6.18 27.8% 16.5% 12-month highest 6.44 7.53 11.8% (4.4%) 24-month highest 8.01 7.93 (10.1%) (9.2%) 36-month highest 8.32 8.32 (13.5%) (13.5%)
Note: 1-month and 3-month VWAP correspond respectively to the Volume Weighted Average Price over the last month and the last 3 months
This analysis shows that Vivendi's Offer price represents a discount of 1.4%, 9.2% and 13.5% compared to the last closing share price and to the 24-month and 36-month highest share prices as of March 23, 2016.
ii. Discounted cash flow method
The retained historical financials come from Gameloft's consolidated financial statements for the fiscal years ended December 31, 2014 and 2015.
The financial projections used for years 2016, 2017 and 2018 are based on the Company's business plan that underpins the financial targets communicated to the market on March 22, 2016. The years 2019 to 2025 have been extrapolated based on the business plan.
On this basis, discounting the cash flows over a 10-year period, assuming a 9.5% weighted average cost of capital and a 2.0% perpetual growth rate, results in an enterprise value for Gameloft of 876 million euros and an equity value of 922 million euros, implying a value per share of 10.13 euros, based on 91.1 million shares.
A progressive adjustment of margin levels in the extrapolation period with a 200 basis points decrease in terminal year, as well as a 0.5% WACC increase, has an impact of €(1.16) per share.
As a result of these analyses, Vivendi's Offer of 7.20 euros per share significantly undervalues the Company.
iii. Transaction multiples
The analysis of transactions in the mobile gaming industry results in an EV/1-year and 2-year forward Sales multiples of respectively 2.2x and 1.8x.
The most recent transaction, King Digital Entertainment's acquisition by Activision Blizzard, notably results in EV/1-year and 2-year forward Sales multiples of 2.6x and 2.7x respectively.
Applying these multiples to Gameloft's business plan results in implied prices of 9.11 euros per share and 11.05 euros per share respectively.
As a reference, on the basis of a multiple of 9.0 euros per monthly average user in this transaction, the implied price per share for Gameloft would be 16.93 euros per share.
iv. Trading multiples of mobile gaming companies
This method does not include any control premium.
At 7.20 euros per share, Vivendi's Offer price results in an implied EV/EBIT 2018E multiple of 9.4x.
The analysis of mobile gaming companies' trading multiples indicates that Vivendi's Offer price does not offer any control premium as mobile gaming companies are currently valued at a median EV/EBIT 2018E multiple of 9.3x.
v. Summary of the appraisal of the Offer price
Average share Offer price premium / price / (discount) to average Retained methods valuation (EUR) valuation (%) Share price analysis as of March 23, 2016 Last closing share price (March 23, 2016) 7.30 (1.4%) 1-month VWAP 6.98 3.1% 3-month VWAP 6.18 16.5% 12-month highest 7.53 (4.4%) 24-month highest 7.93 (9.2%) 36-month highest 8.32 (13.5%) Share price analysis as of February 17, 2016 Last closing share price (February 17, 2016) 5.40 33.3% 1-month VWAP 4.92 46.2% 3-month VWAP 5.64 27.8% 12-month highest 6.44 11.8% 24-month highest 8.01 (10.1%) 36-month highest 8.32 (13.5%) Discounted cash flows WACC: 9.5% / PGR: 2.0% 10.13 (28.9%) Transaction multiples Transaction multiples median 7.78 (7.5%) King Digital / Activision Blizzard 9.11 (20.9%) Trading multiples EV/EBIT 2018E 7.13 0.9%
In conclusion, the Board of Directors notes that the Offer price undervalues Gameloft with regards to the application of the aforementioned valuation methods.
The Board of Directors notes that since the date on which Vivendi raised the price of its proposed tender offer, Gameloft's share price has consistently traded above the Offer price of 7.20 euros per share. As of March 23, 2016, this Offer price represents a discount of 1.4% to the Company's last closing share price.
The Board finally notes that, should the Offer be successful, Gameloft's stock liquidity would be lowered for shareholders who wish to retain their stake in Gameloft.
c. Interest for the Company's employees
Vivendi indicates that the takeover of the Company will not, by itself, require adjustments in employment, and that the Offer follows a logic of continuation and development of Gameloft's businesses. Nevertheless, Vivendi indicates that one of the key considerations for the success of the proposed transaction is to preserve and develop talents and the know-how of Gameloft's teams, while acknowledging it cannot clarify its intentions without having access to the necessary information.
The Board of Directors has highlighted the following points:
- the threat of an unsolicited takeover of Gameloft by Vivendi has already led to a destabilisation of the teams of Gameloft and the Group, who represent the Group's real strength, and may lead to a significant number of staff departures, in particular of creative people, i.e. designers of virtual worlds, phantasmagorical characters, genuine gameplays, or game scenarios, which are essential to a videogame design, in favour of Gameloft's main foreign competitors who are always looking for experts who are able to create high quality mobile games and who have high technical expertise, in particular in game engines, algorithmic, artificial intelligence, big data, analytics and ad-tech. Since Vivendi has entered into the capital of Gameloft, several group employees have expressed their concerns to the management, forcing the Board of Directors to consider this issue during its December 1, 2015 meeting. The group may lose most of its value due to the competitiveness of its industry which mainly relies on the ability to attract and retain the greatest talents available in the market;
- a possible takeover of Gameloft by Vivendi may result into a complete change in the Company's governance and the departure of the management team who established the Company as a worldwide leader in the industry;
- the uncertainty regarding the employees incentive policy which would be implemented by Vivendi in case of success of its Offer. The Board of Directors reminds that more than 13 million shares have been created since 2010 via seven stock-options plans and four free share allocation plans ;
- a possible takeover of Gameloft by Vivendi may result into the termination of license contracts by some partners (e.g. Disney), leading to the end of the development of the games using these licenses.
The Board of Directors also highlights that:
- the holders of shares granted under the July 6, 2012, September 19, 2013, December 16, 2014 and December 17, 2015 free shares allocation plans will not be able to tender these shares to the Offer (except in case of anticipated vesting and/or termination of the applicable holding period);
- Vivendi has undertaken to provide to the holders of free shares granted under the July 6, 2012 plan to buy them during a 60 calendar-day-period following the termination of the holding period (from July 7, 2016 to September 6, 2016 included) based on a same price per share as the price paid under the reopened Offer, adjusted if applicable;
- holders of shares granted under other plans will not benefit from any liquidity commitment from Vivendi, although the vesting period (period after which the shares are delivered to holders who become owners) of these plans will expire respectively on September 19, 2016, December 16, 2016 and December 17, 2016. Several group employees who are affected by this situation have expressed their concerns to the management.
3. Decision of the Board of Directors
Following the hereinabove discussion, the Board of Directors notes that:
- the offer launched by Vivendi has no strategic interest for Gameloft;
- the proposed combination will not create substantial synergies for Gameloft shareholders or accelerate the industrial project of the Company;
- the price of €7,20 per share offered by Vivendi undervalues the intrinsic value of the Company, notably stemming from the monetization of its audience and from the growth potential in programmatic advertising; and
- the proposed combination has contributed to the destabilization of the teams; and the terms of this combination, as presented in the offer document, have caused deep concern among the employees.
Considering all these, the Board of Directors unanimously considers (i) that the Offer is not in accordance with the interests of the Company, of its shareholders and of its employees and (ii) recommends to the shareholders not to tender their shares to the Offer.
4. Intents of the Board of Directors' members
Each member of the Board of Directors states that at the date hereof he/she does not intend to tender the Company shares he/she holds to the Offer.
This press release was prepared for information purposes only. It is not an offer to the public and it is not for intended to be disseminated in countries other than France. The dissemination of this press release, the Offer and its acceptance may be subject to specific regulations or restrictions in certain countries. The Offer is not made to persons subject to such restrictions, neither directly nor indirectly, and may not be accepted in any way from a country where the Offer would be subject to such restrictions. Consequently, persons in possession of this press release shall inquire about potential applicable local restrictions and comply with them. Gameloft S.E. excludes all liability in the event of any breach of the applicable legal restrictions by any person.