Holders of eligible American depositary shares (ADSs) in Nasdaq-listed DoubleDown Interactive Co., Ltd. could receive $16.25 each in cash under terms agreed Nov. 9 by buyer DoubleU Games Co., Ltd., subject to separate deal conditions.
The offer has not commenced and covers only outstanding ADSs that DoubleU and its affiliates do not own. Common shares held directly are outside the offer, DoubleDown said in a filing with the U.S. Securities and Exchange Commission (SEC).
DoubleU already owns about 67.05% of DoubleDown’s common shares. The remaining shares are represented by ADSs, each equal to one-twentieth of a common share, according to the filing.
Under the agreement, DoubleU must launch the offer as soon as practicable and within seven business days of Nov. 9. Once launched, it must remain open for at least 20 business days.
The offer has two key tender conditions, alongside other customary terms. After accepting and paying for ADSs validly tendered and not withdrawn, DoubleU must own at least 95% of DoubleDown’s common shares. DoubleU may lower that requirement to no less than 90% only if it reasonably determines the 95% test is unlikely to be met, consults the special committee and obtains DoubleDown’s prior written consent.
A separate condition requires tenders covering more than half of ADSs held by unaffiliated holders. That condition cannot be waived.
DoubleDown’s board approved the agreement and recommended that unaffiliated holders accept the offer, following a unanimous recommendation from a special committee of independent and disinterested directors. The joint release said the revised structure followed discussions with the committee.
If the offer is completed, DoubleU has agreed to buy any remaining shares in a second-step transaction at the same price per ADS. DoubleU expects to fund the offer and the second-step transaction with cash on hand and a bridge facility of up to KRW 300 billion, the joint release said.
The parties said they would file additional offer documents when the offer begins.
