Marchés français ouverture 1 h 27 min

Atari: Addition of New Major Shareholder

ATARI

Atari: Addition of New Major Shareholder

  • Wade J. Rosen acquires 10.46% (9.59% on a diluted basis) of the Atari Group from Ker Ventures
  • Wade will become Chairman of the Board of the Atari Group, Frédéric Chesnais remains as CEO of the Atari Group
  • Atari stays focused on its online and mobile businesses, Atari VCS progress remains as previously indicated and dependent on the evolution of the current pandemic

Paris, March 24, 2020 – Ker Ventures, LLC (“KV”) and Wade J. Rosen (“Rosen”) announce today that Rosen has entered into an agreement to acquire Atari shares from KV, representing 10.46% (9.59% on a diluted basis) of the share capital of Atari, SA (ISIN FR0010478248). The details of the transaction are set forth below, and there is no other agreement between Rosen, KV and Frédéric Chesnais, other than as set forth below.

Atari has a great team in place. From a difficult financial situation six years ago, we have repaid Atari’s debt in full and relaunched the business with a clear strategy for its iconic brand. Today, our online and mobile businesses are a strength, operating remotely with huge clients such as Apple, Google, Microsoft, Facebook, Sony, Nintendo, EPIC and Steam, and we are also actively working on the upcoming private pre-sales of the Atari Token crypto-currency”, said Frédéric Chesnais. “Atari will always benefit from having strong and long-term shareholders, especially in the current circumstances, and this is why I am really glad to welcome Wade J. Rosen to this Atari journey”.

Rosen has already acquired from KV an initial block of 22,520,000 Atari shares at a price of Euro 0,3737 per share (i.e. US$ 0.40 at the current exchange rate), and will acquire a second block of 5,480,000 Atari shares no later than March 27, 2020, at the same price per share. The transaction will close with the transfer of the second block. KV has also granted Rosen an option on a block of ten million (10,000,000) Atari shares, to be exercised between July 21, 2020 and August 31, 2020 (extended in the event of a restricted period), at the then prevailing weighted-average stock price of the Atari shares, with a minimum of Euro 0,20 per share and a maximum of Euro 0,50 per share.

Frédéric Chesnais remains as Directeur Général of the Atari Group. Upon closing of the transaction, the Board of Atari, SA will be as follows: Wade J. Rosen (Chairman of the Board), Kelly Bianucci (independent), Alyssa Padia (independent) and Alexander Zyngier. To ensure that at least 50% of the members of the Board were independent, Frédéric Chesnais has temporarily stepped down from the Board until the upcoming meeting of shareholders. In addition, Mr. Erick Euvrard and Mrs. Isabelle Andres shall also step down as directors. Atari thanks them for their service as Board members, their expertise and their professionalism. The following is a short biography of the two newly appointed board members:

Mr. Wade Rosen is Executive Vice President of Scientific Life Solutions, Inc. and is on the Board of Directors of Flagship Biosciences, Inc., Apto, Inc. and Collagen Solutions PLC.  He is also founder of several private technology based firms based in the United States.  He obtained his Bachelor of Business Administration from The University of Denver and his Masters of Business Administration (MBA) from Instituto de Empresa SL.

Ms. Kelly Bianucci is Founder and Executive Director of The Child & Family Therapy Center of Denver and was formerly Channel Marketing Analyst for Take-Two Interactive Software, Inc. and a consultant for Deloitte Consulting LLP. Ms. Bianucci is on the Board of the University of Colorado Business School – Jake Jabs Center for Entrepreneurship.  She obtained her Bachelor of Science in Economics and Marketing from the Stern School of Business at New York University and her Masters of Business Administration (MBA) from the Kellogg School of Management at Northwestern University. 

Breakdown of Shareholdings

Shareholder Before the Transaction After the Transaction
Outstanding Diluted Outstanding Diluted
Ker Ventures / F. Chesnais* 48 065 781 63 354 852 20 065 781 35 354 852
Wade J. Rosen Revocable Trust* - - 28 000 000 28 000 000
Alexandre Zyngier 9 951 540 11 002 671 9 951 540 11 002 671
Public / Treasury Shares 209 764 729 217 655 691 209 764 729 217 655 691
Total 267 782 050 292 013 214 267 782 050 292 013 214

* Excluding the exercise of an option on 10 million shares, granted by Ker Ventures to Wade J. Rosen Revocable Trust

Shareholder Before the Transaction After the Transaction
Outstanding Diluted Outstanding Diluted
Ker Ventures / F. Chesnais* 17,95% 21,70% 7,49% 12,11%
Wade J. Rosen Revocable Trust* 0,00% 0,00% 10,46% 9,59%
Alexandre Zyngier 3,72% 3,77% 3,72% 3,77%
Public / Treasury Shares 78,33% 74,54% 78,33% 74,54%
Total 100,00% 100,00% 100,00% 100,00%

* Excluding the exercise of an option on 10 million shares, granted by Ker Ventures to Wade J. Rosen Revocable Trust

Disclaimer / Risk factors:

The realization of the plans, and their operational budget and financing plan remain inherently uncertain, and the non-realization of these assumptions may impact their value.

With regards to the Coronavirus (COVID-19), this virus is creating important disruptions in China and by repercussion in the whole world. The Group is exposed to the same risks as all the other actors and remains extremely vigilant to these external events, which can have a temporary impact on the profitability of the current financial year. These disruptions may in fact have an impact, notably with regards to the timetable, on the sourcing, production and shipment of the Atari VCS and of other Atari licensed products commercialized by our partners, as well as on the renewals of these licensing agreements, generators of profits and royalties for the Group. The Group continues to work on the renewal of licensing agreements.

About Atari:

Atari, comprised of Atari SA and its subsidiaries, is a global interactive entertainment and multiplatform licensing group. The true innovator of the video game, founded in 1972, Atari owns and/or manages a portfolio of more than 200 games and franchises, including globally known brands such as Asteroids®, Centipede®, Missile Command® and Pong®. From this important portfolio of intellectual properties, Atari delivers attractive online games for smartphones, tablets, and other connected devices. Atari also develops and distributes interactive entertainment for Microsoft, Sony and Nintendo game consoles. Atari also leverages its brand and franchises with licensing agreements through other media, derivative products and publishing. For more information: www.atari.com and www.atari-investisseurs.fr/en/.  Atari shares are listed in France on Euronext Paris (Compartment C, ISIN Code FR0010478248, Ticker ATA), in Sweden on Nasdaq First North Growth Market as Swedish Depositary Receipts (ISIN Code SE0012481232, Ticker ATA SDB) and are eligible for the Nasdaq International program in the United States (OTC - Ticker PONGF).

Contacts

Atari - Philippe Mularski, CFO                                                      Calyptus - Marie Calleux
Tel +33 1 83 64 61 57 - pm@atari-sa.com                                  Tel + 33 1 53 65 68 68 – atari@calyptus.net

Redeye AB (Certified Adviser) – Catharina Prämhall               
Tel: +46 8 121 576 90 – certifiedadviser@redeye.se                

This is information that Atari SA. is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, on March 24, 2020 at 08:30am

Attachment