o Tencent would invest in the new subsidiary which is headquartered in France and 100% owned
by Ubisoft immediately prior to the transaction. Specifically, at closing of the transaction, Tencent
would invest a total amount of EUR1.16bn for an approximate 25% economic interest in the New
subsidiary, that will be used to strengthen Ubisoft’s balance sheet by significantly reducing its
consolidated net debt position, accelerate the Group’s transformation, and sustain growth of
selected franchises. After closing of the transaction, the new subsidiary would remain exclusively
controlled and consolidated by Ubisoft.
o Conditions precedent to the transaction:
− Issuance of a fairness opinion from Finexsi acting as independent expert
− Completion of the carve-out to create the new subsidiary
− Obtention of the necessary regulatory clearances
Ubisoft can unilaterally waive the issuance of the fairness opinion as a condition precedent.
o Completion of the transaction is expected before the end of 2025.
o The new subsidiary would have a dedicated leadership team, supervised by a Board of Directors,
focused on enhancing creative vision and streamlining operations, with the authority to make
swift, high-impact decisions across development, marketing, and distribution, to ensure these
brands continue to evolve, attract new audiences, and deliver groundbreaking gaming
experiences for years to come.
o Tencent would benefit from customary minority protection rights as well as certain consent rights
on the disposals of the important new subsidiary assets
o Other provisions in relation to Tencent’s shareholding in the New subsidiary notably include:
− A 5-year lock-up undertaking on New subsidiary shares held by Tencent, unless Ubisoft
no longer owns a majority of New subsidiary voting rights and share capital
− Ubisoft may not cease to hold a majority of New subsidiary voting rights and share capital
for a 2-year period
− Customary share transfer provisions, including, a right of first refusal to the benefit of
Ubisoft, a right of first offer to the benefit of Tencent, tag-along right to the benefit of
Tencent, and drag-along right to the benefit of Ubisoft (subject to certain conditions)
− Call option to the benefit of Ubisoft and put option to the benefit of Tencent in the event
of certain change of control of Ubisoft approved by its Board of Directors – Exercise price
will be the higher of (i) the fair market value of New subsidiary shares and (ii) the same
EBIT multiple as that in the change of control transaction of Ubisoft; it being specified
that for the call option there will be a specific minimum price protection during the first
4 years following closing of the transaction with Tencent.
www.gematsu.com
it's almost like putting a fugly gaynigge;r as the main character who then fucks Nobunaga's sister (and imply that her three daughters are actually his despite being clearly Asian 
) was a bad idea.
