Item 2.01 Completion of Acquisition or Disposition of Assets.
OnApril 29, 2021 ,Electronic Arts Inc. ("Electronic Arts" or the "Company") completed the previously announced acquisition of Glu Mobile Inc. ("Glu"), aDelaware corporation. Pursuant to the Agreement and Plan of Merger, dated as ofFebruary 8, 2021 (the "Merger Agreement"), by and amongElectronic Arts ,Glu and Giants Acquisition Sub, Inc. ("Merger Sub"), aDelaware corporation and wholly owned subsidiary ofElectronic Arts , Merger Sub merged with and into Glu (the "Merger"), with Glu surviving the Merger as a wholly owned subsidiary of the Company. At the effective time of the Merger (the "Effective Time"), each outstanding share of common stock, par value$0.0001 per share of Glu ("Glu Common Stock") (other than (i) Glu Common Stock owned directly or indirectly by the Company, Glu, Merger Sub or any of their respective subsidiaries immediately prior to the Effective Time and (ii) Glu Common Stock owned by a holder who properly demanded appraisal underDelaware law) was automatically cancelled and converted into the right to receive$12.50 in cash, without interest (the "Merger Consideration"), and less any applicable withholding taxes. At the Effective Time, (i) each outstanding vested and unexercised option relating to Glu Common Stock was cancelled and converted into the right to receive an amount in cash, without interest and less any applicable withholding taxes, equal to the product of the number of shares of Glu Common Stock subject to such vested option multiplied by the excess, if any, of the Merger Consideration over the applicable per share exercise price of such option, (ii) each outstanding vested and unsettled restricted stock unit relating to Glu Common Stock was cancelled and converted into the right to receive an amount in cash, without interest and less any applicable withholding taxes, equal to the Merger Consideration in respect of each share of Glu Common Stock covered by such restricted stock unit, and (iii) all outstanding unvested options and unvested restricted stock units relating to Glu Common Stock were assumed by the Company and converted into corresponding awards relating to a number of shares of common stock, par value$0.01 per share, of the Company in accordance with the formula in the Merger Agreement using an exchange ratio equal to 0.0880, with substantially identical terms and conditions as were applicable to the corresponding Glu awards immediately prior to the Effective Time, except as such terms and conditions were modified by the Merger Agreement. For each outstanding and unvested option or unvested restricted stock unit granted with performance-based metrics under any of the Glu equity plans for which the performance period was not completed as of the Effective Time, the applicable performance metrics of such option or restricted stock unit were, as of immediately prior to the Effective Time, deemed achieved at "target" (or such other criteria as are set forth in the Merger Agreement) and converted to a time-based vesting schedule that corresponds to each performance period. The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit 2.1 to the Current Report on Form 8-K filed byElectronic Arts with theSecurities and Exchange Commission onFebruary 8, 2021 and which is incorporated into this Current Report on Form 8-K by reference in its entirety.
Item 7.01 Regulation FD Disclosure.
On
The information disclosed under this Item 7.01, including Exhibit 99.1 shall be considered "furnished" but not "filed" for purposes of the Securities Exchange Act of 1934.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as of
Electronic Arts Inc. , Giants Acquisition Sub,
Inc. and Glu Mobile Inc.
(incorporated by reference to Exhibit 2.1 to
the Company's Current Report
on Form 8-K filed with theSEC onFebruary 8, 2021 ). 99.1 Press Release, dated as ofApril 29, 2021 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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