EA Re-rolls DICE Deal

EA Holding AB Changes Condition of Its Offer to the Shareholders of Digital Illusions (thanks Frans) has what seems to be a follow-up on reports that EA's bid to acquire Swedish developer Digital Illusions CE (DICE) would be rejected (story). The story reports the acceptance period for the original offer has expired without EA getting their targeted percentage of the outstanding DICE stock, resulting in a change to the offer:
As a result, the offer has not yet been accepted to such an extent that EA has become the owner of more than 90% of the total number of shares representing more than 90 percent of the votes in DICE, which was a condition for the implementation for the offer.

EA today changes the condition above and conditions the offer upon an acceptance level through which EA would become the owner of more than 50% of the total number of shares representing more than 50% of the capital and votes in DICE after dilution upon exercise of employee warrants outstanding under the option program launched in 2002. As a consequence of this, the acceptance period is extended to January 20, 2005.
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Awful syntax
Dec 20, 2004, 14:03
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Awful syntax Dec 20, 2004, 14:03
Dec 20, 2004, 14:03
 
No wonder the offer has not yet been accepted, it takes some time to understand this sort of texts.
"...after dilution upon exercise of employee warrants outstanding under the option..." My god.

This comment was edited on Dec 20, 14:05.
2.
 
Re: Awful syntax
Dec 20, 2004, 14:07
2.
Re: Awful syntax Dec 20, 2004, 14:07
Dec 20, 2004, 14:07
 
They're hoping to roll 20s this time around.

Who the hell wrote this deal?

3.
 
Re: Awful syntax
Dec 20, 2004, 14:27
3.
Re: Awful syntax Dec 20, 2004, 14:27
Dec 20, 2004, 14:27
 
it takes some time to understand this sort of texts

It doesn't take much background at all to understand what they're talking about. Maybe if you've never had any exposure to stocks and stock options (esp. ESOs -- employee stock options), but it's pretty straight forward.

after dilution upon exercise of employee warrants outstanding under the option program launched in 2002

In 2002 DICE started/authorized an employee stock option plan. Options were granted to various employees under that plan. And, apparantly, the options were for brand new shares of stock that didn't actually exist previously -- so unless those options (warrants) are paid for (exercised) they don't exist. The creation of additional shares is known as dilution.

So what? Well, let's say there's 100,000 shares out there right now. Under this deal EA has to buy >50,000 of them. But if I have options for 10,000 shares and I exercise them then the total number of shares jumps to 110,000 -- it's diluted the pool. Under the wording above, EA now needs 55,000 -- they don't get to slide by with only 50k just because those shares didn't exist beforehand. If there's a ton of ESOs out there then this could make a huge difference in whether or not EA can reach the mark or not. What it really boils down to is that EA is going to have to offer DICE employees a nice tidy profit on their shares -- to make them want to exercise their options and then sell them to EA. Pretty standard. This is how employees get rich.

The 90% number was much better in the "getting rich" dept though... under the new deal they don't need nearly as many shares, so they don't have to give as much per share. If you're a DICE employee and think this is really going through, then sell now and get the hell out. Because you know you don't want to be there once EA takes over (which is probably why they couldn't reach the 90% plateau; that or EA was just being fucking cheap on the buyout. If the latter, it's not going to get better).

4.
 
Re: Awful syntax
Dec 20, 2004, 14:34
4.
Re: Awful syntax Dec 20, 2004, 14:34
Dec 20, 2004, 14:34
 
Who the hell wrote this deal?

EA and whoever owns DICE (either management or the VCs, I don't know enough about DICE to say). More specifically, their respective lawyers.

In order for EA to change the terms, however, DICE's owners (see above) would have to agree. The more I think about it, the more I'm sure that, one way or another, it's going through. Odds are EA already has enough shares right now to go through with it -- the management/VC shares should be enough alone. They've already decided to sell the company, and that the employees are being reluctant is irrelevant to them.

If anyone at DICE reads this and could shed light upon the situation, it'd be nice.

5.
 
Re: Awful syntax
Dec 20, 2004, 14:34
5.
Re: Awful syntax Dec 20, 2004, 14:34
Dec 20, 2004, 14:34
 
I wasn't even aware that DICE was publicly held.

BTW, how tenuous is buying shares in a "developer"? The value lies in its employees and if they decide to up and leave once a company is taken over then the buyer is borked (unless they have some uber-valuable IP's)

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"Both the “left” and the “right” pretend they have the answer, but they are mere flippers on the same thalidomide baby, and the truth is that neither side has a clue."

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6.
 
No subject
Dec 20, 2004, 14:44
6.
No subject Dec 20, 2004, 14:44
Dec 20, 2004, 14:44
 
Dice to EA......
Fuck off.
Looks like EA wants to buy up everything it can before online distribution gets a foothold and rapes publishers.

This comment was edited on Dec 20, 14:46.
7.
 
Re: Awful syntax
Dec 20, 2004, 14:45
7.
Re: Awful syntax Dec 20, 2004, 14:45
Dec 20, 2004, 14:45
 
I wasn't even aware that DICE was publicly held.

It probably isn't. Private companies can have shares though -- you just can't sell them without authorization, and you can't keep them if you quit. In the case of shares (or options) in a private company, they're no more valuable than monopoly money unless the company gets sold. When the company is sold then you can claim your percentage of the take, which usually ends up being quite a bit of money.

8.
 
Re: Awful syntax
Dec 20, 2004, 15:08
8.
Re: Awful syntax Dec 20, 2004, 15:08
Dec 20, 2004, 15:08
 
It doesn't take much background at all to understand what they're talking about.

It just took you three paragraphs to explain the meaning of one sentence.

9.
 
Re: Awful syntax
Dec 20, 2004, 15:37
9.
Re: Awful syntax Dec 20, 2004, 15:37
Dec 20, 2004, 15:37
 
No wonder the offer has not yet been accepted, it takes some time to understand this sort of texts.

Somewhere a bunch of lawyers are on their favorite lawyer website wondering how anything gets done in the games industry. "What the bloody hell is a GF6800GTOC, Walter?" "I dunno Jim. Let's go use our fabulous wealth to make a hooker do it with a horse." "Smashing good idea, Walter"

To each his own dialect. (Lawyer dialect, in my mind, being a rather evil derivative of London English)

10.
 
Re: Awful syntax
Dec 20, 2004, 15:57
10.
Re: Awful syntax Dec 20, 2004, 15:57
Dec 20, 2004, 15:57
 
Hahahahahahaha

that could be a great Mounty Python skit!!

11.
 
Dear Santa....
Dec 20, 2004, 21:52
11.
Dear Santa.... Dec 20, 2004, 21:52
Dec 20, 2004, 21:52
 
Please let all gamers win the lotto and SOMEHOW purchase stock in Dice so it can remain EA free.

Love,
The Gamers

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12.
 
LOL
Dec 21, 2004, 00:40
Sty
12.
LOL Dec 21, 2004, 00:40
Dec 21, 2004, 00:40
Sty
 
Hahaha R.I.P. Battlefield brand series.

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