6.9.2022 16:42:08 CEST | Play Magnus AS | Additional regulated information
required to be disclosed under the laws of a member state

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, INTO OR WITHIN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY
OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

(Oslo, 6 September 2022) - With reference to the joint announcement made on 24
August 2022, Chess Growthco LLC (the "Offeror"), a wholly-owned subsidiary of 
Chess.com - http://chess.com, LLC ("Chess.com - http://chess.com"), has today
issued an offer document (the "Offer Document") for the voluntary offer to
acquire all outstanding shares of Play Magnus AS ("Play Magnus Group" or "PMG")
at a price of NOK 13.00 per share (the "Offer"). The board of directors of Play
Magnus Group has unanimously decided to recommend the shareholders of PMG to
accept the Offer.

Subject to regulatory restrictions in certain jurisdictions, the Offer Document
will be sent to the shareholders of PMG as registered in the VPS as of the date
of the Offer Document. The Offer document will also be available at 
http://seb.no. 

- Offer period: From and including 7 September 2022 to 5 October 2022 at 16:30
CEST (subject to extension)

 - Offer Price: NOK 13.00 per share to be settled in cash and/or share
consideration as described below

- Pursuant to an addendum to the transaction agreement entered into between the
Offeror and PMG in connection with the finalization of the Offer Document,
shareholders owning more than 0.5% of Play Magnus Group's fully diluted share
capital as of 24 August and/or 6 September 2022 can decide between settlement in
shares of Chess Holdings, LLC, the ultimate parent of Chess.com -
http://chess.com ("Share Consideration"), and/or in cash, provided that if a
shareholder elects a combination of cash and Share Consideration, the Share
Consideration must be elected for at least 38,477 shares in PMG by the relevant
shareholder.

 

Advisors 

Skandinaviska Enskilda Banken AB (publ) Oslo Branch is acting as receiving agent
to the Offeror in connection with the Offer. Paul, Weiss, Rifkind, Wharton &
Garrison LLP and Wikborg Rein Advokatfirma AS are acting as legal advisors to
the Chess.com - http://chess.com.

ABG Sundal Collier ASA and Houlihan Lokey are acting as financial advisors and
Advokatfirmaet Thommessen AS as legal advisor to Play Magnus Group. Corporate
Communications AS is acting as communications and IR advisor to Play Magnus
Group.

 

For further information, please contact: 

Andreas Thome, CEO of Play Magnus Group

Phone: +47 975 11 688

Email: andreas@playmagnus.com

 

About Play Magnus Group: 

Play Magnus Group is focused on providing premier chess experiences for millions
of chess players and students. The company offers e-learning and entertainment
services via its brands: chess24, Chessable, iChess, New In Chess, Everyman
Chess, Magnus Academy, Aimchess, the Play Magnus App Suite, and the Champions
Chess Tour. The Group's mission is to grow chess to make the world a smarter
place by encouraging more people to play, watch, study, and earn a living from
chess.

 

About Chess.com - http://chess.com:

Chess.com - http://chess.com is a leading provider of chess gaming and other
chess-related services offering a vibrant forum and social network, a news feed,
a chess academy, a coaching platform, tactics and puzzles, live tournaments, a
separate website for kids (http://chesskid.com), and ChessTV.

 

* * *

IMPORTANT INFORMATION

The Offer and the distribution of this announcement and other information in
connection with the Offer may be restricted by law in certain jurisdictions. The
Offer Document and related acceptance forms and other documents or information
relating to the Offer are not being and must not be mailed, communicated, or
otherwise distributed in or into any jurisdiction where prohibited by applicable
law, including, without limitation, Canada, Australia, New Zealand, South
Africa, Hong Kong or Japan. The Offeror does not accept or assume any
responsibility or liability in the event there is a violation by any person
whomsoever of such restrictions.

Persons (including, without limitation, any shareholder, any broker-dealer, bank
or other intermediaries holding PMG shares on behalf of any beneficial
shareholder) into whose possession this announcement or such other information
should come are required to inform themselves about and to observe any such
restrictions.

This announcement is not a tender offer document and, as such, does not
constitute an offer or the solicitation of an offer to acquire the shares of
PMG. Investors may accept the Offer only on the basis of the information
provided in the Offer Document. Offers will not be made directly or indirectly
in any jurisdiction where either an offer or participation therein is prohibited
by applicable law or where any tender offer document or registration or other
requirements would apply in addition to those undertaken in Norway.

 

Notice to U.S. shareholders

U.S. Shareholders (as defined below) are advised that the PMG Shares are not
listed on a U.S. securities exchange and that PMG is not subject to the periodic
reporting requirements of the U.S. Securities Exchange Act of 1934, as amended
(the "U.S. Exchange Act"), and is not required to, and does not, file any
reports with the U.S. Securities and Exchange Commission (the "SEC") thereunder.
The Offer is being made to shareholders of PMG resident in the United States
("U.S. Shareholders") on the same terms and conditions as those made to all
other shareholders of PMG to whom an offer is made. Any information documents,
including the Offer Document, are being disseminated to U.S. Shareholders on a
basis comparable to the method that such documents are provided to other PMG
Shareholders to whom an offer is made. The Offer is being made by the Offeror
and no one else.

The Offer is being made to U.S. Shareholders pursuant to Section 14(e) and
Regulation 14E under the U.S. Exchange Act as a "Tier II" tender offer, and
otherwise in accordance with the requirements of Norwegian law. Accordingly, the
Offer is subject to disclosure and other procedural requirements, including with
respect to the offer timetable, settlement procedures and timing of payments,
that are different from those that would be applicable under U.S. domestic
tender offer procedures and law.

Pursuant to an exemption from Rule 14e-5 under the U.S. Exchange Act, the
Offeror and its affiliates or brokers (acting as agents for the Offeror or its
affiliates, as applicable) may from time to time, and other than pursuant to the
Offer, directly or indirectly, purchase or arrange to purchase, PMG shares or
any securities that are convertible into, exchangeable for or exercisable for
such PMG shares outside the United States during the period in which the Offer
remains open for acceptance, so long as those acquisitions or arrangements
comply with applicable Norwegian law and practice and the provisions of such
exemption. To the extent information about such purchases or arrangements to
purchase is made public in Norway, such information will be disclosed in English
by means of a press release or other means reasonably calculated to inform U.S.
Shareholders of such information.

Neither the SEC nor any securities supervisory authority of any state or other
jurisdiction in the United States has approved or disapproved the Offer or
reviewed it for its fairness, nor have the contents of the Offer Document or any
other documentation relating to the Offer been reviewed for accuracy,
completeness or fairness by the SEC or any securities supervisory authority in
the United States. Any representation to the contrary is a criminal offence in
the United States.

ATTACHMENTS

Download announcement as PDF.pdf -
https://kommunikasjon.ntb.no/ir-files/16823864/1724/2314/Download%20announcement
%20as%20PDF.pdf