Atari closes the acquisition of Digital Eclipse
Atari closes the acquisition of Digital
Eclipse
PARIS,
FRANCE (November 6, 2023 - 8.00 am CET) - Atari® (the
“Company”) — one of the world's most iconic
consumer brands and interactive entertainment producers — is
pleased to announce the closing of the acquisition of Digital
Eclipse Entertainment Partners Co (“Digital
Eclipse”), a game development studio originally founded in
1992 focused on the digital restoration of classic video games,
based in Emeryville, California.
The acquisition of Digital Eclipse will allow Atari to expand
its internal development capabilities and utilize Digital Eclipse’s
industry-leading experience and proprietary technology. In joining
Atari, Digital Eclipse will grow its business and capabilities by
expanding its development capacity and access to world-class IP and
will leverage Atari’s management expertise.
FINAL TERMS OF THE ACQUISITION AND COMPLETION OF CAPITAL
INCREASE
The final purchase price of Digital Eclipse consists of an
initial consideration of US$6.3 million, of which (i) US$3.8
million in cash1 paid on the closing date and (ii) US$2.5 million
in newly issued Atari ordinary shares issued on the closing date2,
as well as a remaining earn-out of up to $13.5 million, payable in
cash over the next ten years based on future performance of Digital
Eclipse.
As described above, Atari has also acquired a portion of the
shares in Digital Eclipse directly with the issuance of newly
issued ordinary Atari shares. The reserved capital increase has
resulted in the issuance of 20,165,794 new ordinary shares with a
par value of €0.01, plus a share premium of €0.1069, representing a
total subscription of €2,357,381.82. Atari share capital increased
by a nominal amount of €201,657.94 from €4,221,964.28 to
€4,423,622.22.
Following the completion of the acquisition, Digital Eclipse
shareholders together hold 4.6% of Atari’s share capital3. The
majority of Digital Eclipse shareholders, holding in aggregate
approximately 95% of Digital Eclipse capital, have agreed to a
1-year lock-up on their Atari shares as from the closing of the
acquisition.
About ATARI
Atari is an interactive entertainment
company and an iconic gaming industry brand that transcends
generations and audiences. The company is globally recognized for
its multi-platform, interactive entertainment and licensed
products. Atari owns and/or manages a portfolio of more than 200
unique games and franchises, including world-renowned brands like
Asteroids®, Centipede®, Missile Command®, Pong®, and RollerCoaster
Tycoon®. Atari has offices in New York and Paris. Visit us online
at www.atari.com.
Atari shares are listed in France on
Euronext Growth Paris (ISIN Code FR0010478248, Ticker ALATA) and
OTC Pink Current (Ticker PONGF).
©2023 Atari Interactive, Inc. Atari
wordmark and logo are trademarks owned by Atari Interactive,
Inc.
Contacts
Atari - Investor
Relations Tel + 33 1
83 64 61 58 - investisseur@atari-sa.com | www.atari.com/news/
Calyptus – Marie Calleux
Tel + 33 1 53 65 68 68 – atari@calyptus.net
Listing Sponsor- EurolandTel +33 1 44 70 20
84Julia Bridger - jbridger@elcorp.com
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The distribution of this press release may be
restricted by law in certain jurisdictions and persons into whose
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comes should inform themselves about and observe any such
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or transmitted in the United States (including its territories and
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an offer of securities for sale or any solicitation to purchase or
subscribe for securities or any solicitation of sale of securities
in the United States. The securities referred to herein have not
been and will not be registered under the U.S. Securities Act of
1933, as amended (the “Securities Act”) or the law of any state or
other jurisdiction of the United States, and may not be offered or
sold in the United States absent registration under the Securities
Act or pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act.
Atari does not intend to register all or any portion of the
securities in the United States under the Securities Act or to
conduct a public offering of the Securities in the United States.
This press release and the information contained herein do not
constitute either an offer to sell or purchase, or the solicitation
of an offer to sell or purchase, securities of the Company.
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This announcement is an advertisement and not a
prospectus within the meaning of Regulation (EU) 2017/1129, as
amended (the "Prospectus Regulation").
With respect to the member states of the
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undertaken or will be undertaken to make an offer to the public of
the securities referred to herein requiring a publication of a
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securities may not and will not be offered in any relevant member
state except in accordance with the exemptions set forth in Article
1 (4) of the Prospectus Regulation or under any other circumstances
which do not require the publication by the Company of a prospectus
pursuant to Article 3 of the Prospectus Regulation and/or to
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The distribution of this press release has not
been made, and has not been approved, by an “authorised person”
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being distributed to, and is only directed at, persons in the
United Kingdom that (i) are “investment professionals” falling
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(Financial Promotion) Order 2005 (as amended, the
“Order”), (ii) are persons falling within Article
49(2)(a) to (d) (“high net worth companies, unincorporated
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invitation or inducement to engage in investment activity (within
the meaning of Article 21 of the Financial Services and Markets Act
2000) in connection with the issue or sale of any securities may
otherwise lawfully be communicated or caused to be communicated
(all such persons together being referred to as “Relevant
Persons”). Any investment or investment activity to which
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will be engaged in only with Relevant Persons. Any person who is
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This announcement may not be published,
forwarded or distributed, directly or indirectly, in the United
States of America, Canada, Australia, South Africa or Japan.
1 Including US$1.5 million as pre-payment of the
earn-out2 Atari SA has acquired shares in Digital Eclipse, the
purchase price of such shares has been paid by way of set-off
against the issuance of new Atari SA shares 3 Based on a total
number of Atari shares, after completion of the share capital
increase of 442,362,188 shares.
- Atari - Closing of Digital Eclipse acquisition_20231106
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