Take-over bid made in Ontario - Bid made in accordance with the rules concerning tender offers in Sweden - De minimis exemption unavailable because Sweden is not a jurisdiction recognized for the purposes of clause 93(1)(e) of the Securities Act (Ontario). Bid exempted from the requirements of Part XX, subject to certain conditions.
Securities Act, R.S.O. 1990, c. S.5, as amended, ss. 93(1)(e), 95-100 and 104(2)(c).
Recognition Orders Cited
In the Matter of the Recognition of Certain Jurisdictions Recognition Order (Clauses 93(1)(e) and 93(3((h) of Act) (1997), 20 OSCB 1035.
IN THE MATTER OF
THE SECURITIES ACT
R.S.O. 1990, c. S.5, AS AMENDED (the "Act")
IN THE MATTER OF
ELECTRONIC ARTS INC. AND
ELECTRONIC ARTS HOLDING AB
UPON the application of Electronic Arts Inc. ("EA") and its indirectly wholly owned subsidiary, Electronic Arts Holding AB ("EAAB" and, together with EA, the "Applicants"), to the Ontario Securities Commission (the "Commission") for an order pursuant to clause 104(2)(c) of the Act exempting the Applicants from the requirements of sections 95 through 100 of the Act and the related provisions set out in the Regulations to the Act (the "Take-Over Bid Requirements") in connection with an offer (the "Offer") made by EAAB to acquire all of the Class A shares (the "DICE Shares") of Digital Illusions CE AB (publ) ("DICE") to the holders of DICE Shares (the "DICE Shareholders") resident in Ontario (the "Ontario Shareholders");
AND UPON considering the application and the recommendation of the Staff of the Commission;
AND UPON the Applicants having represented to the Commission that:
1. EA is a corporation originally incorporated under the laws of California in 1982. EA was reincorporated under the laws of Delaware. EA's principal executive offices are located in Redwood City, California.
2. EA is not a reporting issuer in Ontario, nor is it a reporting issuer or the equivalent in any other jurisdiction in Canada.
3. EA's authorized capital consists of 1,000,000,000 shares of common stock (the "Common Stock") and 10,000,000 shares of preferred stock of which, as of November 1, 2004 there were 305,332,110 shares of Common Stock outstanding.
4. Shares of the Common Stock are listed for trading on the Nasdaq National Market under the symbol "ERTS".
5. EA is subject to the reporting requirements of the federal securities legislation of the United States.
6. EAAB is a corporation formed under the laws of Sweden on June 22, 2004, and is an indirectly wholly-owned subsidiary of EA. EAAB is subject to the Swedish Companies Act.
7. EAAB's registered office is located in Sweden. The principal activity for which EAAB has been established is that of investment holding.
8. EAAB is not a reporting issuer in Ontario, nor is it a reporting issuer or the equivalent in any other jurisdiction in Canada.
9. DICE is a corporation formed under the laws of Sweden and its principal office is located in Sweden. DICE is subject to the Swedish Companies Act.
10. The DICE Shares are listed for trading on the Nya Marknaden of the Stockholm Stock Exchange (which is neither a Swedish stock exchange nor an authorized marketplace but rather an unofficial marketplace where smaller companies' shares can be traded in the Stockholm Stock Exchange's trading system, SAXESS) under the symbol "DICE A" and are not currently listed on any stock exchange outside of Sweden.
11. DICE is not a reporting issuer in Ontario, nor is it a reporting issuer or the equivalent in any other jurisdiction in Canada.
12. The Offer is an all-cash offer to acquire all of the issued and to be issued DICE Shares not already directly or indirectly owned by the Applicants for 61 SEK (Swedish kronor) per share.
13. As at October 29, 2004, the list of registered shareholders obtained from DICE, indicates that one DICE Shareholder holding 1,800 DICE Shares representing 0.02% of the issued and outstanding DICE Shares is a resident of Ontario. However EAAB has since been informed that such shareholder now resides in Sweden.
14. EA and EAAB believe that the beneficial holder of 10,000 DICE Shares representing 0.12% of the issued and outstanding DICE Shares, registered in the name of an insurance company whose last address as shown on the books of DICE is outside of Canada, resides in Ontario.
15. Based on the list of holders of options ("Options") and warrants ("Warrants") exercisable into DICE Shares obtained from DICE, as at October 29, 2004, there is one security holder in Ontario (the "Ontario Warrantholder") holding a total of 1,500 Warrants representing the right to purchase an equal number of DICE Shares. If exercised, the Ontario Warrantholder will hold DICE Shares constituting 0.01% of the outstanding DICE Shares. There are no other holders of Warants or holders of Options whose last address as shown on the books of DICE is in Canada or who, to the best of the Applicants' knowledge, is in Canada.
16. The Offer is being made, and the offer document (the "Offer Document") reflecting the terms of the Offer has been prepared, in accordance with the corporate and securities laws of Sweden and in accordance with the rules applicable to tender offers in Sweden issued by the Swedish Industry and Commerce Stock Exchange Committee.
17. The Offer Document was mailed to DICE Shareholders (other than DICE Shareholders in Canada, Japan and Australia) on November 25, 2004 and the Offer is open for acceptance by DICE Shareholders until December 16, 2004. Upon receipt of this Order, the Offer Document will be mailed to Ontario Shareholders.
18. The Offer will be made on the same terms and conditions to Ontario Shareholders as to all other DICE Shareholders, including offering identical consideration.
19. Except for the fact that Sweden is not a recognized jurisdiction for the purposes of clause 93(1)(e) of the Act, the Applicants are entitled to rely on the exemption from the Take-Over Bid Requirements contained in clause 93(1)(e) of the Act in connection with the Offer.
AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;
IT IS ORDERED pursuant to clause 104(2)(c) of the Act that the Take-Over Bid Requirements shall not apply to Offer, provided that:
(a) The Offer (and all amendments to the Offer) is made, and the Offer Document (and all amendments thereto) is prepared, in accordance with the corporate and securities laws of Sweden and in accordance with the rules applicable to tender offers in Sweden issued by the Swedish Industry and Commerce Stock Exchange Committee; and
(b) All material related to the Offer (other than the Offer Document), including any amendments thereto and to the Offer Document, that will be sent by EAAB to DICE Shareholders residing outside of Canada shall concurrently be sent to the Ontario Shareholders and filed with the Commission.
November 30, 2004.
"Paul M. Moore"