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Bigben Interactive

Regulatory Filings Aug 12, 2011

1148_iss_2011-08-12_47438fc0-18ab-4ec2-8631-1d290dc3cd2d.pdf

Regulatory Filings

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12 August 2011

Result of the Alternative Tender Offer on ModeLabs Group: Bigben Interactive owns close to 91 % of its share capital

Result of the Offer :

The French Autorité des marchés financiers (AMF) today released the preliminary results of the friendly Alternative Tender Offer launched by BIGBEN INTERACTIVE on 100% of the share capital of ModeLabs.

During the initial offering period from 29 June until 02 August 2011, Bigben Interactive acquired 13,906,830 ModeLabs Group shares through the main Mixed Offer (share exchange and cash) and 6,900,000 ModeLabs Group shares through the alternative Purchase Offer in cash. Bigben Interactive now holds 20,806,830 shares representing 90.97 % of the share capital and of the voting rights of ModeLabs Group, based on a share capital totalling 22,871,155 shares representing the same quantity of voting rights.

The settlement and delivery of the initial offer will take place on 24 August 2011 according to the terms and conditions detailed in the notice released today by Nyse Euronext. In addition 3,973,380 new Bigben Interactive shares will be issued on 16 August 2011 as a part payment for the 13,906,830 ModeLabs Group shares recorded under the main Mixed Offer of the Alternative Tender Offer.

Alain Falc, Chairman and CEO of Bigben Interactive commented : « We are delighted with this result which marks a new stage in Bigben Interactive's commitment in favour of mulitmedia convergence and demonstrates the positive response of the majority of ModeLabs Group shareholders to this project. This transaction also supports the ambition of the Bigben Interactive Group to reach a pan-European leadership in this field within a 3 year period. The offer will be reopened pursuant to the tender offer prospectus approved by AMF on 21 June 2011 ».

Terms of the Offer :

After signing a protocole agreement with the founding managers of ModeLabs Group on 20 May 2011 concerning the purchase of both the Mobile phone Accessories and Mobile phone Distribution businesses of the company, Bigben Interactive launched a friendly Alternative Tender Offer on the share capital of ModeLabs from 29 June 2011 until 02 August 2011, with a main Mixed Offer providing for an exchange of 7 ModeLabs Group shares for 2 Bigben Interactive shares and a cash payment of € 9.30 while an alternative Purchase Offer proposed € 4.40 per ModeLabs Group share.

BIGBEN INTERACTIVE Euronext : Eurolist of Euronext Paris, C market segment; FTSE ; Index : SBF 250, ITCAC Euroclear: 7407; Reuters: BGBN.PA ; Bloomberg: BIG FP Investors relations : François Bozon, phone : +33 (0)3.20.90.72.53 E-mail : [email protected] - Website : http://www.bigben.fr

Copies of the tender offer prospectus can be downloaded from the AMF website (www.amffrance.org) or are available free on request to :

  • Natixis, BFI/ECM, 47 quai d'Austerlitz, 75013 Paris ;

  • Genesta, 103 rue La Boétie, 75008 Paris ;

  • Bigben Interactive , rue de la Voyette, CRT 2, 59818 Lesquin.

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A leading independent distributor and manufacturer of video game console peripherals, BIGBEN INTERACTIVE offers a complete distribution solution for developers, publishers and accessory manufacturers in Continental Europe (France, Germany and Benelux).

BIGBEN INTERACTIVE Euronext : Eurolist of Euronext Paris, C market segment; FTSE ; Index : SBF 250, ITCAC Euroclear: 7407; Reuters: BGBN.PA ; Bloomberg: BIG FP Investors relations : François Bozon, phone : +33 (0)3.20.90.72.53 E-mail : [email protected] - Website : http://www.bigben.fr

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