NIO: Purchase of minority interests in Candid Gaming
2014-12-30 08:29:26
Nio Inc. announces that it has agreed to purchase the minority interest in its subsidiary Candid Gaming Ltd. for a consideration in new Nio shares. Nio's Board of Directors is pleased with this transaction since it will give Nio 100% ownership in Candid, and Nio's partners in Candid will become long term shareholders in Nio. Nio will issue 41,000,000 new Nio shares as consideration for the minority shares in Candid. The new shares are expected to be issued in January 2015 and will have a two years lock up. Following this, Nio will own 100% of Candid and there will not exist any further options, warrants or other rights to receive equity interests in Candid. This transaction will increase the number of outstanding shares in Nio from 159,974,952 to 200,974,952 (par value of USD 0.10). The new shares will be issued by the Board of Directors under Nio's 250,000,000 authorized shares. Nio expect to prepare an Information Memorandum according to section 3.5 in Oslo Børs' Continuous Obligations. In the agreement with Gaming Innovation Group Ltd. (GIG) from August 2014, it was agreed that the initial shareholding in Candid Gaming Ltd. were 73.0 % by Nio, 24.5% by GIG and 2.5% by its CEO, Mikko Hirvonen, and that an additional 17.5% of the shares was available for Mr. Hirvonen and other key persons contributing to the development of Candid. Of the new Nio shares, it has been agreed that GIG will receive 22,000,000 shares, close associates of Hirvonen will receive 5,000,000 shares and a new trust, holding the shares for Hirvonen and other key persons will receive 14,000,000 shares. The shares held by the trust will be released to Hirvonen and other key persons in 2015, 2016 and 2017 contingent upon their continued employment with Candid Gaming. After the share issue, Nio's current holding of own shares (24,000,000) will be reduced from 15.00% of the outstanding shares to 11.88% of the new number of outstanding shares. GIG currently holds a warrant to purchase 5 million Nio shares at a share price of NOK 1.20 and a conversion right for its EUR 500,000 loan to Candid where GIG may convert the loan into Nio shares at a share price of NOK 0.62. Including its new Nio shares, GIG will hold shares and rights to shares equal to 16.99% of the new number of outstanding shares in Nio. The new trust will hold 14,000,000 shares equal to 6.93% of the new number of outstanding shares in Nio. Following completion of the transaction, Mikko Hirvonen, CEO of Candid and primary insider of Nio, will hold directly and through close associates 5,000,000 shares, 500,000 warrants and 4,000,000 shares through the trust that will be released in 2016 and 2017 contingent upon Hirvonen's continued employment in Candid. For more information, please contact Kjetil Aasen, CEO, tel +47 92 69 50 05. About Nio Inc. Nio Inc.'s primary business areas are internet auctions and online gaming. Nio Inc. is a US company headquartered in Oslo, Norway and listed on the Oslo Stock Exchange (ticker: NIO).