Item 8.01. Other Events.
Regulatory Approval Required for the Merger
As previously announced, on February 8, 2021, Glu Mobile Inc., a Delaware
corporation (the "Company" or "Glu"), Electronic Arts Inc., a Delaware
corporation ("Parent"), and Giants Acquisition Sub, Inc., a Delaware corporation
and a wholly owned subsidiary of Parent ("Merger Sub") entered into an Agreement
and Plan of Merger ("Merger Agreement"). Pursuant to the terms of, and subject
to the conditions specified in, the Merger Agreement, Merger Sub will merge with
and into the Company, and the Company will become a wholly owned subsidiary of
Parent (the "Merger"). The consummation of the Merger is conditioned upon, among
other things, the expiration or termination of any applicable waiting period (or
extensions thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended (the "HSR Act"), and clearance of the Merger having been
granted by the Austrian Federal Competition Authority (the "AFCA").
On March 25, 2021, the applicable waiting period under the HSR Act expired.
On March 26, 2021, Glu received clearance from the AFCA with respect to the
Merger.
The closing of the Merger is subject to approval by Glu's stockholders and the
satisfaction of certain other closing conditions set forth in the Merger
Agreement.
The foregoing information should be read in conjunction with the definitive
proxy statement filed with the Securities and Exchange Commission on March 25,
2021 with respect to the special meeting of Glu's stockholders scheduled to be
held on April 26, 2021.
Forward-Looking Statements
This communication contains "forward-looking" statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, that involve risks and
uncertainties. In some cases, you can identify these forward-looking statements
by the use of terms such as "expect," "will," "continue," or similar
expressions, and variations or negatives of these words, but the absence of
these words does not mean that a statement is not forward-looking. All
statements other than statements of historical fact are statements that could be
deemed forward-looking statements, including, but not limited to: any statements
regarding the expected timing of the completion of the Merger? the ability of
Parent and the Company to complete the proposed Merger considering the various
conditions to the Merger? any other statements of expectation or belief? and any
statements of assumptions underlying any of the foregoing. A number of important
factors and uncertainties could cause actual results or events to differ
materially from those described in these forward-looking statements, including
without limitation: the impact of the announcement of the Merger on the
Company's and Parent's respective businesses and operating results, including
the effect of the announcement of the Merger on the ability of the Company or
Parent to retain and hire key personnel and maintain relationships with players,
partners and others with whom the Company or Parent do business; the failure to
satisfy any of the conditions to the consummation of the proposed Merger,
including the adoption of the Merger Agreement by the Company's stockholders?
the occurrence of any event, change or other circumstance that could give rise
to the termination of the Merger Agreement? the outcome of any legal proceedings
that have been and may be instituted against the Company related to the Merger
Agreement or the proposed transaction? unexpected costs, charges or expenses
resulting from the proposed Merger? the occurrence of a company material adverse
effect, as defined in the Merger Agreement, filed as Annex A to the definitive
proxy statement filed with the Securities and Exchange Commission on March 25,
2021? and other risks that are described in the reports of the Company filed
with the Securities and Exchange Commission (the "SEC"), including but not
limited to the risks described in the Company's Annual Report on Form 10-K for
its fiscal year ended December 31, 2020, and that are otherwise described or
updated from time to time in other filings with the SEC. The Company assumes no
obligation to update the information in this communication, except as otherwise
required by law. Readers are cautioned not to place undue reliance on these
forward-looking statements that speak only as of the date hereof.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in respect of the
proposed acquisition of the Company by Parent. In connection with the proposed
Merger, the Company has filed a definitive proxy statement on March 25, 2021
with the SEC regarding the proposed transaction. Each of Parent and the Company
may also file other relevant documents with the SEC regarding the proposed
transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE
PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC,
AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN
THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and
security holders are able to obtain free copies of the definitive proxy
statement and other documents containing important information about Parent, the
Company and the proposed transaction, once such documents are filed with the SEC
through the website maintained by the SEC at http://www.sec.gov. Copies of the
documents filed with the SEC by Parent will be available free of charge on
Parent's website at ir.ea.com or by contacting Parent's Investor Relations
department at ir@ea.com. Copies of the documents filed with the SEC by the
Company will be available free of charge on the Company's website at www.glu.com
or by contacting the Company's Investor Relations department at ir@glu.com.
Certain Information Regarding Participants in the Solicitation
The Company, Parent and certain of their respective directors and executive
officers and other members of management and employees may be deemed to be
participants in the solicitation of proxies in respect of the proposed Merger.
You can find information about the directors and executive officers of Parent,
including a description of their direct or indirect interests (by security
holdings or otherwise) in its proxy statement for its 2020 annual meeting of
stockholders, which was filed with the SEC on June 19, 2020, Parent's Quarterly
Report on Form 10-Q for the fiscal quarter ended December 31, 2020, which was
filed with the SEC on February 8, 2021, and Parent's Annual Report on Form 10-K
for the fiscal year ended March 31, 2020, which was filed with the SEC on May
20, 2020, and on its website at ir.ea.com. You can find information about the
directors and executive officers of the Company, including a description of
their direct or indirect interests (by security holdings or otherwise), in its
proxy statement for its 2020 annual meeting of stockholders, which was filed
with the SEC on April 28, 2020, and the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 2020, which was filed with the SEC on
February 26, 2021, and on its website www.glu.com. Other information regarding
the participants in the proxy solicitations and a description of their direct
and indirect interests (by security holdings or otherwise), are contained in the
definitive proxy statement and will be contained in other relevant materials to
be filed with the SEC regarding the proposed transaction when such materials
become available. Investors should read the definitive proxy statement carefully
before making any voting or investment decisions. You may obtain free copies of
these documents from Parent or the Company using the sources indicated above.
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