Electronic Arts Inc. (NasdaqGS:EA) made an offer to acquire Codemasters Group Holdings plc (AIM:CDM) for approximately £940 million on December 10, 2020. As of December 14, 2020, Electronic Arts reached an agreement to acquire Codemasters Group Holdings plc. Under the terms, Codex will acquire the shares of Codemasters at £6.04 per share. The transaction will be funded from existing cash and cash equivalent resources. The acquisition will be implemented by way of a court-sanctioned scheme of arrangement. Codemasters' existing executive management team, including Frank Sagnier, Chief Executive Officer, and Rashid Varachia, Chief Financial Officer, will remain in place following the completion of the acquisition and continue to lead the business. Electronic Arts believes that the existing employees of Codemasters will continue to be part of Codemasters. Electronic Arts does not intend to initiate any material changes in the location or functions of Codemasters' operations and places of business, including its head office, or redeploy the fixed assets of Codemasters, as a result of the acquisition.

The transaction is subject to court approval, approval of Codemasters' shareholders, third party clearances, regulatory approvals and approval from competition authorities in Germany and Austria. The court meeting and the shareholder general meeting is expected to be held on December 21, 2020. The Directors of Codemasters intend to recommend unanimously that Codemasters shareholders vote in favour of the scheme at the court meeting and the resolutions to be proposed at the general meeting. On January 20, 2021, Codemasters Directors who hold 6.6 million shares entered into irrevocable undertakings to vote in favour of the proposed acquisition. As of February 3, 2021, transaction has been approved by majority shareholders of Codemasters Group Holdings plc at the Court Meeting and General Meeting. The German Bundeskartellamt has confirmed that the transaction does not require notification under the German merger control regime, such that approval of competition authorities in Germany, which was one of the conditions to the transaction, has ceased to be applicable. The applicable review period under the Austrian merger control regime has expired without either of the Federal Competition Authority or the Federal Cartel Prosecutor having lodged an application for an investigation of the transaction. The Scheme remains subject to the satisfaction or (where applicable) waiver of the remaining conditions, including the Court sanctioning the Scheme at the Court hearing, which is expected to take place on February 16, 2021. As of February 16, 2021, court has approved the transaction and all the conditions now been satisfied or waived other than delivery to the Registrar of Companies of England and Wales of a copy of the Court Order, which is expected to take place on February 18, 2021. The transaction is expected to close in the first quarter of 2021. Effective date of the transaction is February 18, 2021 and dealings in Codemasters Shares on AIM also to be suspended on same day. Long stop date of the transaction is June 30, 2021.

Jonathan Rowley, Alex Iosilevich, David Descoteaux and Sandip Dhillon of UBS Investment Bank acted as financial advisors and Simon Toms, Cameron Russell, Helena Derbyshire, Louise Batty, Eve-Christie Vermynck, Aurora Luoma and Alex Jupp of Skadden, Arps, Slate, Meagher & Flom (UK) LLP acted as legal advisors to Electronic Arts Inc. Ed Matthews, Raphael Bejarano, Gaurav Kittur and Paul Bundred of Jefferies International Limited and Neil Patel, Cameron Duncan, Ed Phillips and William Hall of Liberum Capital Limited acted as financial advisors and Corporate Brokers and Sunil Kakkad, Jeff Elway, Samantha Myers, Samuel Beighton and Michael Murphy
of Gowling WLG (UK) LLP acted as legal advisors to Codemasters Group Holdings plc.

Electronic Arts Inc. (NasdaqGS:EA) completed the acquisition of Codemasters Group Holdings plc (AIM:CDM) on February 18, 2021. Trading in Codemasters Shares on AIM was suspended with effect from February 18, 2021 and admission of the Codemasters Shares to trading on AIM is expected to be cancelled with effect from February 19, 2021. Settlement of share will be made on March 4, 2021.