Gowling WLG advises Codemasters on £945 million deal with Electronic Arts Inc. subsidiary, Codex Games Limited

3 minute read
24 February 2021

Gowling WLG has advised leading video games maker Codemasters on its cash acquisition by Codex Games Limited, a wholly-owned subsidiary of US video games company, Electronic Arts Inc. ("EA").

The deal valued Codemasters at approximately £945 million (US$1.2 billion) on a fully diluted basis. The scheme of arrangement to implement the acquisition was approved by Codemasters shareholders on 3 February 2021 and became effective on 18 February 2021.

The acquisition by Codex Games Limited followed the withdrawal of the recommendation by Codemasters board of directors of the share and cash offer for Codemasters made in November 2020 by US-based Take-Two Interactive Software, Inc. ("Take-Two"), following which Take-Two lapsed its offer.

Codemasters is one of the oldest names in the UK video games industry and listed on the London Stock Exchange's AIM market in 2018. Admission of the Codemasters shares to trading on AIM was cancelled on 19 February 2021.

Gowling WLG has advised Codemasters since the company's AIM IPO in June 2018 and subsequently acted on the company's acquisition of racing simulation specialists Slightly Mad Studios in 2019.

Corporate partners Sunil Kakkad and Jeff Elway led a cross firm team advising Codemasters on the acquisition, supported by director Samantha Myers, associate Emily Airton, trainee solicitor Alistair Connor (all corporate), partner Samuel Beighton (competition) and consultant Michael Murphy (share incentives).

Sunil said: "Codemasters is a household name in the British games industry and is a major success story for the UK gaming industry. We are delighted to have advised Codemasters, and worked with the Codemasters team, on what is one of the largest takeover transactions in the AIM market, underlining our position as a leading capital markets legal adviser."

Frank Sagnier, CEO of Codemasters Group plc, said: "We were pleased to have Gowling WLG by our side once again on a deal which represented a major milestone in the history of Codemasters. The team delivered the transaction within a challenging timescale and understood our objectives extremely well and ensured the deal was a success. Their commercial approach, experience and expertise in public M&A and capital markets - across domestic and international jurisdictions - was extremely valuable to us on this transaction."

Gowling WLG is recognised for its leading position in the AIM market, acting for AIM companies and advises issuers and the investment banks and brokers that advise them. It brings together experts in tax, corporate, finance, regulatory and dispute resolution to provide a full legal service to its clients.

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