FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of April, 2005
Commission File Number: 000-28994
Eidos plc
Wimbledon Bridge House,
1 Hartfield Road, Wimbledon,
London, United Kingdom
44 208 636 3000
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.
Form 20-F
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Form 40-F
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Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): ____
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a
Form 6-K if submitted solely to provide an attached annual report to security
holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7): ____
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a
Form 6-K if submitted to furnish a report or other document that the registrant
foreign private issuer must furnish and make public under the laws of the
jurisdiction in which the registrant is incorporated, domiciled or legally
organized (the registrant's "home country"), or under the rules of the home
country exchange on which the registrant's securities are traded, as long as the
report or other document is not a press release, is not required to be and has
not been distributed to the registrant's security holders, and, if discussing a
material event, has already been the subject of a Form 6-K submission or other
Commission filing on EDGAR.
Indicate by check mark whether by furnishing the information contained in this
Form, the registrant is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes
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No
|X|
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82- __N/A______
Eidos plc Offer Update: Unanimous Recommendation of SCi Offer
LONDON--(BUSINESS WIRE)--April 7, 2005--Further to the
announcement made on 1 April 2005, the Board of Eidos plc (LSE: EID.L;
NASDAQ: EIDSY) ("the Board") has undertaken further discussions and
due diligence with both the Board of SCi Entertainment Group plc
("SCi") in relation to SCi's share offer of one SCi share per six
Eidos shares (the "SCi Offer") and Elevation Partners, L.P.
("Elevation") in relation to Elevation's cash offer of 50 pence per
Eidos share (the "Elevation Offer").
In the light of the recent movement in the SCi share price, and in
the absence of an increased cash offer from Elevation, the Board
recognises that whilst there are certain key risks for Eidos
shareholders in accepting the SCi Offer (as described more fully
below) the current implied value of the SCi Offer of 72.8 pence per
Eidos share based on the closing price of SCi shares on 6 April 2005
represents a significant premium to Elevation's Offer.
The Board has also noted the level of support for the SCi Offer
evidenced by shareholders representing approximately 41 per cent. of
Eidos' share capital who have irrevocably committed to accept the SCi
Offer.
Taking these factors into consideration, the Board, who has been
so advised by UBS Investment Bank ("UBS"), its financial adviser,
consider that the terms of the SCi Offer are fair and reasonable.
Accordingly, the Board unanimously recommends to Eidos shareholders
that they accept the SCi Offer. In providing advice to the Board, UBS
has taken into account the commercial assessments of the Board.
As referred to above, the Board and UBS consider that Eidos
shareholders, in assessing whether or not to accept the SCi offer,
should have regard to a number of key issues which will need to be
addressed by the Board of SCi, including:
-- the requirement for scale to compete effectively in the
computer games industry - on the basis that the combination of
Eidos and SCi will not result in a significantly larger
business;
-- the successful integration of the Eidos and SCi businesses -
recognising that Eidos is much larger than SCi, operates
internationally and pursues a different approach to the
development of its games; and
-- the retention and motivation of key employees of the Eidos
business.
Shareholders who do not wish to be exposed to such risks, or the
potential volatility in the SCi share price (especially in the light
of SCi's recent strong share price performance), may wish to consider
selling their shares for cash in the market.
As a consequence of the foregoing the Board has withdrawn its
earlier recommendation of the Elevation Offer.
The Directors of Eidos accept responsibility for the information
contained in this announcement save that the only responsibility
accepted by them in respect of information relating to SCi and the SCi
Offer (which has been compiled from public sources) is to ensure that
such information has been correctly and fairly reproduced and
presented. Subject as aforesaid, to the best of the knowledge and
belief of the Directors of Eidos (who have taken all reasonable care
to ensure that such is the case), the information contained in this
announcement for which they accept responsibility is in accordance
with the facts and does not omit anything likely to affect the import
of such information.
UBS Investment Bank is acting exclusively for Eidos plc and no-one
else in connection with this transaction and will not be responsible
to anyone other than Eidos plc for providing the protections afforded
to its clients or for providing advice in relation to the transaction,
or the contents of this announcement.
CONTACT: Eidos plc
John van Kuffeler or Mike McGarvey, +44 (0) 20 8636 3000
or
Brunswick (UK)
Jonathan Glass or Wendel Verbeek, +44 (0) 20 7404 5959
or
Brunswick (NY)
Nina Devlin, +1 212 333 3810
or
Financial Adviser to Eidos:
UBS Investment Bank
Adrian Haxby or Benjamin Robertson, +44 (0) 20 7567 8000
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Eidos plc
By: /S/ Stuart Cruickshank
----------------------
Stuart Cruickshank
Chief Financial Officer
By: /S/ Michael McGarvey
--------------------
Michael McGarvey
Chief Executive Officer
Date: 7 April 2005
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Eidos Plc
Form 6-K
Table of Contents
The following documents were filed as part of this Form 6-K:
Exhibit Reference
Press Release dated 7 April 2005 - Offer Update : Unanimous recommendation of
SCi Offer