GDEV announces final results of previously announced self tender offer to purchase for cash a minimum of 15,000,000, up to 20,000,000 of its ordinary shares at a purchase price of $2.00 per ordinary share
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Insights
The tender offer completion by GDEV Inc. demonstrates a strategic corporate finance maneuver designed to manage its capital structure. The repurchase of 16,554,256 shares at $2.00 each, totaling around $33.1 million, suggests a significant cash outflow from the company's reserves. This move is likely to have a multifaceted impact on the company's financials.
Firstly, the share repurchase will reduce the number of shares outstanding, potentially increasing the earnings per share (EPS) metric, a critical determinant of a company's profitability on a per-share basis. This can be seen as an attempt to enhance shareholder value and could be interpreted positively by the market, often resulting in a positive stock price reaction.
However, it is crucial to analyze the company's motive behind this share repurchase. If the repurchase was conducted because the company perceived its shares to be undervalued, it signals management's confidence in the company's future prospects. Conversely, if the repurchase was done to artificially inflate financial metrics, it might raise concerns among savvy investors about the underlying business performance.
Moreover, the intent to reintroduce a portion of the repurchased shares to increase public float and trading liquidity suggests a strategic approach to balance shareholder structure and market dynamics. The reduction in treasury shares and subsequent reintroduction may influence the stock's volatility and trading volume, affecting both retail and institutional investors.
The tender offer by GDEV Inc. reflects a broader market trend where companies utilize share repurchase programs to manage their stock's market perception. The repurchase represents approximately 8.4% of the total issued shares, which is a considerable percentage and indicates a proactive approach to capital management.
For stakeholders, the short-term implications include a potential positive sentiment boost, as share repurchases often signal a company's belief in its intrinsic value. In the long-term, the company's ability to strategically reintroduce shares to the market could provide it with flexibility to raise capital or reward employees without diluting existing shareholders.
It is also important to consider the opportunity cost of the cash used for the repurchase. The decision to allocate $33.1 million to buy back shares rather than investing in growth or debt reduction could be questioned if the company does not achieve the intended benefits of improved liquidity and shareholder value.
Lastly, the timing and execution of the tender offer and the subsequent reintroduction of shares will be critical. If poorly timed or executed, it could lead to negative market reactions or a perception of market manipulation, which can have legal and reputational implications for the company.
The repurchase of shares by GDEV Inc. can be analyzed from a macroeconomic perspective as well. Share buybacks are often a signal of a company's excess cash position, which in turn can reflect the overall economic environment. In periods of low-interest rates, companies are incentivized to return capital to shareholders through buybacks rather than holding onto excess cash or making low-yield investments.
Furthermore, the company's decision to hold the repurchased shares as treasury shares and potentially reintroduce them into the market could be indicative of a strategic response to economic conditions. In an economic downturn, companies might retract shares to preserve capital and wait for more favorable conditions to reissue them. Conversely, in a booming economy, companies might leverage the increased market liquidity to finance new projects or acquisitions without diluting current shareholders' stakes.
It is also critical to consider the broader implications of such corporate actions on the stock market. Large-scale repurchases can affect market indices and the overall stability of the stock market, as they can lead to a concentration of ownership and a reduction in market liquidity.
LIMASSOL, Cyprus, Jan. 19, 2024 (GLOBE NEWSWIRE) -- GDEV Inc. (NASDAQ: GDEV), an international gaming and entertainment company (“GDEV” or the “Company”), today announced the final results of the previously announced tender offer by the Company to purchase for cash a minimum of 15,000,000 of its ordinary shares, no par value per ordinary share (each, a “share”), up to a maximum of 20,000,000 shares, at a purchase price of
Based on the final count by Continental Stock Transfer & Trust Company, the depositary for the tender offer (the “Depositary”), 16,554,256 shares were properly tendered and not properly withdrawn.
In accordance with the terms and conditions of the tender offer, and based on the final results reported by the Depositary, the Company has accepted for purchase 16,554,256 shares through the tender offer at a price of
The Company will have approximately 181 million shares outstanding immediately following payment for the shares purchased in the tender offer. The shares acquired pursuant to the tender offer will be held by the Company as treasury shares, and will remain available for the Company to issue in the future. In particular, subsequent to the completion of the tender offer, the Company intends to reintroduce all or a portion of the shares tendered in the tender offer into the securities markets with the aim to bolster the trading liquidity of the shares by increasing its public float.
The Depositary will promptly pay for all of the shares accepted for purchase, and all shares not accepted for purchase will be returned to shareholders, in each case, in accordance with the terms and conditions of the tender offer.
D.F. King & Co., Inc. is serving as the information agent for the tender offer, and Continental Stock Transfer & Trust Company is serving as the Depositary. For all questions regarding the tender offer, please contact the information agent, D.F. King & Co., Inc., by calling +1 (866) 342-4882 (U.S. toll-free) or +1 (212) 269-5550 (international), or by emailing gdev@dfking.com.
About GDEV
GDEV is a gaming and entertainment company, focused on growing and enhancing its portfolio of studios. With a diverse range of subsidiaries including Nexters and Cubic Games among others, GDEV strives to create games that will inspire and engage millions of players for many years. Its franchises, such as Hero Wars, Island Hoppers, Pixel Gun 3D, Throne Rush and others have accumulated hundreds of millions of installs worldwide. For more information, please visit gdev.inc.
Certain information regarding the tender offer
The information in this press release describing GDEV Inc.’s tender offer is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell shares of GDEV Inc. in the tender offer. The tender offer will only be made pursuant to the Offer to Purchase, the related Letter of Transmittal and other related materials filed as part of the Tender Offer Statement on Schedule TO, in each case as may be amended or supplemented from time to time. Shareholders should read such Offer to Purchase and related materials carefully and in their entirety because they contain important information, including the various terms and conditions of the tender offer.
Shareholders of GDEV Inc. may obtain a free copy of the Tender Offer Statement on Schedule TO, the Offer to Purchase and other documents that GDEV Inc. is filing with the Securities and Exchange Commission from the Securities and Exchange Commission’s website at www.sec.gov. Shareholders may also obtain a copy of these documents, without charge, from D.F. King & Co., Inc., the information agent for the tender offer, by calling +1 (866) 342-4882 (U.S. toll-free) or +1 (212) 269-5550 (international), or by emailing gdev@dfking.com. Shareholders are urged to carefully read all of these materials prior to making any decision with respect to the tender offer. Shareholders and investors who have questions or need assistance may call D.F. King & Co., Inc., the information agent for the tender offer, toll free at +1 (866) 342-4882, or may email D.F. King & Co., Inc. at gdev@dfking.com. Parties outside the U.S. can reach the information agent at +1 (212) 269-5550 (international), or by email at gdev@dfking.com.
Cautionary statement regarding forward-looking statements
Certain statements in this press release may constitute “forward-looking statements” for purposes of the federal securities laws. Such statements are based on current expectations that are subject to risks and uncertainties. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.
The forward-looking statements contained in this press release are based on the Company’s current expectations and beliefs concerning future developments and their potential effects on the Company. There can be no assurance that future developments affecting the Company will be those that the Company has anticipated. Forward-looking statements involve a number of risks, uncertainties (some of which are beyond the Company’s control) or other assumptions. You should carefully consider the risks and uncertainties described in the “Risk Factors” section of the Company’s 2022 Annual Report on Form 20-F, filed by the Company on June 26, 2023, and other documents filed by the Company from time to time with the Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should any of the Company’s assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
Contact
Roman Safiyulin
Chief Corporate Development Officer
GDEV
investor@gdev.inc
FAQ
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