Scheme of arrangement


 

TIDMEID 
 
RNS Number : 9301Q 
Eidos plc 
21 April 2009 
 

 
 
 
 
 
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO OR 
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE 
RELEVANT LAWS OF SUCH JURISDICTION 
 
 
Recommended acquisition of Eidos plc ("Eidos") by SQEX Ltd. ("SQEX") 
Scheme of Arrangement now effective 
The board of Eidos is pleased to announce that the Scheme has now become 
effective and the entire issued share capital of Eidos is now owned by SQEX. 
Admission to trading of Eidos Shares on the London Stock Exchange and the 
listing of Eidos Shares on the official list maintained by the UK Listing 
Authority will be cancelled at 8.00 a.m. (London time) on 23 April 2009. 
In consideration for the cancellation of their shareholdings, shareholders on 
Eidos' share register at 6.00 p.m. (London time) on 21 April 2009 will receive 
32 pence in cash for each Eidos Share held. Any cash consideration due to 
holders of Eidos Shares held in uncertificated form will be paid via CREST, and 
any cheques in respect of any cash consideration due to holders of Eidos Shares 
held in certificated form will be despatched by no later than 6 May 2009. 
+-----------------------------------------------------+----------------------+ 
|                                                     | 
+-----------------------------------------------------+ 
| Enquiries                                           |                      | 
+-----------------------------------------------------+----------------------+ 
| Eidos                                               | +44 20 8636 3000     | 
| Robert Brent                                        |                      | 
+-----------------------------------------------------+----------------------+ 
| Citi (Financial adviser to Eidos)                   | +44 20 7986 4000     | 
| Matthew Smith                                       |                      | 
| Stuart Poyser                                       |                      | 
| Charlie Lytle (Broking)                             |                      | 
+-----------------------------------------------------+----------------------+ 
| SQEX / Square Enix                                  | +81 3 5333 1144      | 
| Michihiro Sasaki                                    |                      | 
|                                                     |                      | 
+-----------------------------------------------------+----------------------+ 
| UBS Investment Bank (Financial Adviser to SQEX /    | +44 20 7568 0000     | 
| Square Enix)                                        |                      | 
| Andrew Cowper                                       |                      | 
| Thomas Onions                                       |                      | 
|                                                     |                      | 
+-----------------------------------------------------+----------------------+ 
| Media Enquiries - Madano (PR adviser to Eidos)      | +44 20 7593 4000     | 
| Mark Way                                            |                      | 
| Matthew Moth                                        |                      | 
|                                                     |                      | 
+-----------------------------------------------------+----------------------+ 
Capitalised terms used in this announcement have the meanings given to them in 
the Scheme Document dated 4 March 2009. 
This announcement does not constitute an offer to sell or an invitation to 
purchase or subscribe for any securities. This announcement also does not 
constitute a prospectus or prospectus equivalent document.  Any acceptance or 
other response to the Scheme should be made only on the basis of the information 
contained in the Scheme Document. 
UBS, is acting exclusively for SQEX and Square Enix and no one else in 
connection with the Acquisition and will not be responsible to anyone other than 
SQEX and Square Enix for providing the protections afforded to clients of UBS 
Investment Bank, or for providing advice in connection with the Acquisition or 
any matter referred to in this announcement. 
Citi, which is authorised and regulated by the Financial Services Authority, is 
acting exclusively for Eidos and no one else in connection with the Acquisition 
and will not be responsible to anyone other than Eidos for providing the 
protections afforded to clients of Citi or for providing advice in connection 
with the Acquisition or any matter referred to in this announcement. 
The distribution of this announcement in jurisdictions other than the UK may be 
restricted by law and therefore any persons who are subject to the laws of any 
jurisdiction other than the UK should inform themselves about, and observe, any 
applicable legal or regulatory requirements. This announcement has been prepared 
for the purpose of complying with English law and the Takeover Code, and the 
information disclosed may not be the same as that which would have been 
disclosed if this announcement had been prepared in accordance with the laws of 
jurisdictions outside the UK. 
The Acquisition relates to the shares of a UK company and is proposed to be 
effected by means of a scheme of arrangement under the laws of England and 
Wales. A transaction effected by means of a scheme of arrangement is not subject 
to the proxy solicitation or tender offer rules under the US Securities Exchange 
Act of 1934, as amended. Accordingly, the Scheme is subject to the disclosure 
requirements, rules and practices applicable in the United Kingdom to schemes of 
arrangement, which differ from the requirements of US proxy solicitation or 
tender offer rules. However, if SQEX were to elect to implement the Acquisition 
by means of a takeover offer, such takeover offer would be made in compliance 
with all applicable laws and regulations, including the US tender offer rules, 
to the extent applicable. 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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