Three Firms on SoftBank's $1.5 Billion Game Deal
From The Am Law Daily:
Japanese Internet and telecommunications group SoftBank Corp. has agreed to pay $1.5 billion to buy a majority stake in Finnish online gaming company Supercell.
SoftBank said Tuesday it is teaming with a Japanese game company it owns part of, GungHo Online, to acquire 51 percent of Supercell, which makes the online games Clash of Clans and Hay Day for smartphones and tablet computers. The deal's terms call for GungHo to invest $300 million and SoftBank to put up the remaining $1.2 billion for the controlling interest in Supercell. The deal is expected to close no later than early November.
In a statement announcing the deal, Softbank said it is trying to establish itself as the "No. 1 mobile Internet company" in the wake of its $21.6 billion acquisition of Sprint Nextel, in a deal that closed earlier this year. The acquisition of Supercell is likely to help Softbank expand its presence in the mobile gaming market, given that the Helsinki-based game producer has seen its earnings explode in the course of the past year. According to TechCrunch, Supercell grossed $100 million last year, but was earning $2.4 million per day as of April 2013.
In a blog post released Tuesday, Supercell CEO Ilkka Paananen wrote that the SoftBank investment will give his company access to greater resources and a global customer base.
Morrison & Foerster is advising SoftBank and GungHo on the matter with a Tokyo-based team that includes M&A partner Kenneth Siegel, who serves as managing partner of the firm's Tokyo office, as well as M&A partners Randy Laxer and Gary Smith. The firm also advised SoftBank on its purchase of Sprint Nextel as well as on a $3.3 billion debt offering on the Singapore Exchange in June.
Fenwick & West is acting as Supercell's lead counsel on the transaction, while White & Case is serving as local counsel in Helsinki. Fenwick's team is led by Mountain View, California–based corporate partner Mark Stevens, who cochairs the firm's gaming and digital media industry group. Corporate partners R. Gregory Roussel and David Michaels are also advising, along with technology transactions partner Stephen Gillespie, employee benefits partner Scott Spector, and tax partner David Forst. Fenwick associates on the deal are Scott Behar, Jay Cosel, Katherine Duncan, Marshall Mort, and Matthew Stewart.
Helsinki-based M&A partner Janko Lindros is leading White & Case's efforts.
In other gaming industry news, the Delaware Supreme Court cleared the way for Activision Blizzard's $8.2 billion purchase of Vivendi's 61 percent stake in the company, which publishes the popular video game franchises Call of Duty and World of Warcraft. The deal, which was originally announced in July, closed Friday—one day after the court struck down an injunction instituted by the state's Chancery Court last month to put the deal on hold on account of a shareholder lawsuit. In the end, a judge sided with Activision Blizzard's assertion that the deal did not require a shareholder vote because it was in essence a share buyback and not a true merger.
As The Am Law Daily has previously reported, Gibson, Dunn & Crutcher represented Vivendi in connection with the deal, while Richards, Layton & Finger serving as the French conglomerate's Delaware counsel. Skadden, Arps, Slate, Meagher & Flom advised Activision, with Wachtell, Lipton, Rosen & Katz counseling a special committee of the company's board. Sullivan & Cromwell acted for a group of investors that teamed with Activision on the share buyback.