5th Planet Games A/S — M&A Activity 2021

Sep 8, 2021

SKYBOUND GAME STUDIOS, INC: AS TO MANDATORY OFFER

SKYBOUND GAME STUDIOS, INC: AS TO MANDATORY OFFER

SKYBOUND GAME STUDIOS, INC: AS TO MANDATORY OFFER

Reference is made to the stock exchange announcement by 5th Planet Games A/S ("5PG", OAX: FIVEPG) on 10 August 2021 regarding the signing of an investment agreement (the "Investment Announcement") pursuant to which Skybound Game Studios, Inc. ("Skybound") principally will make an aggregate cash investment of an amount in USD equivalent to NOK 92,515,500 over approximately two years and divided into four tranches in exchange for in aggregate 151,744,355 shares in 5PG, constituting in aggregate 58.8% of the outstanding shares in 5PG (the "Investment"). Reference is further made to the stock exchange announcements by 5PG on 7 September 2021 on, inter alia, the completion of the first tranche of the Investment. Following completion of the first tranche of the Investment, Skybound holds approximately 17% of the outstanding shares of 5PG and does not control 5PG.

With the first tranche of the Investment completed, Skybound shall under the Investment Agreement complete the second tranche of the Investment. As described in the Investment Announcement, Skybound is set to pass the threshold of one-third of the shares following the completion of the second tranche investment and become obliged to make a mandatory offer to all shareholders in 5PG for all issued shares under the Danish Capital Markets Act at the same price as in the second-tranche subscription (NOK 0.60968 per share of nominal DKK 0.05). Skybound shall subscribe for the shares in the second tranche no later than six months after completion of the first tranche of the investment, alternatively with the addition of 45 business days as further provided for under the Investment Agreement. Provided that Skybound become obliged to make a mandatory offer, complete information about offer and process will be provided as required under applicable law.

This notification is prepared and announced pursuant to the Norwegian act on securities trading section 6-8 first subsection the first and last sentence, that prescribes that an investor that pursuant to an agreement will become subject to an obligation to make a mandatory offer shall immediately notify Oslo Børs and that Oslo Børs shall make this notification public.

For Skybound inquiries: press@skybound.com

About Skybound:

Skybound together with its affiliates constitute one of the world's leading entertainment companies, producing video games, comics, movies, television, board games, merchandise and books. Skybound is best known for the worldwide hit intellectual properties (IP) The Walking Dead and Invincible.

Skybound holds strategic partnerships across the entertainment industry, and has the in-house capabilities to serve as publisher, producer, and global distributor for tabletop and video games. For the most up to date information on Skybound, follow the company at www.skybound.com