DoubleU Games Launches All-Cash Tender Offer To Acquire Remaining DoubleDown Interactive Shares For $16.25/ADS

DoubleU Games Co., Ltd. (KRX: 192080) ("DoubleU Games") and DoubleDown Interactive Co., Ltd. (NASDAQ:DDI) ("DoubleDown") today announced that DoubleU Games commenced its all-cash tender offer to acquire all outstanding American Depositary Shares ("ADSs", each representing one-twentieth (1/20) of one common share) of DoubleDown not already owned by DoubleU Games or its affiliates for US$16.25 per ADS, net to the seller in cash, without interest and less any applicable withholding taxes, pursuant to the Tender Offer and Post-Offer Cooperation Agreement, dated as of November 9, 2026, between DoubleU Games and DoubleDown (the "Agreement"). The price and other terms were negotiated by a special committee of the DoubleDown board of directors composed solely of independent and disinterested directors (the "Special Committee"), with the advice of its independent legal and financial advisors. The Special Committee unanimously (i) determined that the Agreement and the transactions contemplated thereby (the "Transactions"), including the offer, are advisable, fair to, and in the best interests of, DoubleDown and its shareholders, including holders other than DoubleU Games, its affiliates and the directors and officers of DoubleU Games and DoubleDown (the "Unaffiliated Holders"), and (ii) recommended that DoubleDown’s board of directors (the "DDI Board") approve the Agreement and the Transactions. Following that recommendation by the Special Committee, and after considering the fairness opinion of the Special Committee’s financial advisor and in consultation with its advisors, the DDI Board unanimously (i) determined that the Agreement and the Transactions are advisable, fair to, and in the best interests of, DoubleDown and its shareholders, including the Unaffiliated Holders, (ii) approved the Agreement and the Transactions, and (iii) recommended that DoubleDown’s Unaffiliated Holders accept the offer and tender their ADSs pursuant to the offer.

The tender offer is subject to customary conditions, including (i) a minimum tender condition that DoubleU Games would own at least 95% of DoubleDown’s outstanding common shares immediately following the acceptance for payment of all ADSs validly tendered and not validly withdrawn in the offer, as determined by reference to the certificate of the tender agent (the "Minimum Tender Condition"), provided that, if DoubleU Games reasonably determines that the Minimum Tender Condition is not reasonably expected to be satisfied, DoubleU Games may, after consulting in good faith with the Special Committee and with the prior written consent of DoubleDown (given by the DDI Board following the recommendation of the Special Committee), which consent shall not be unreasonably withheld, conditioned or delayed, reduce but not waive, the Minimum Tender Condition to not less than 90%; (ii) a non-waivable "majority-of-the-minority" condition that more than 50% of the ADSs held by the Unaffiliated Holders be validly tendered and not validly withdrawn; and (iii) the recommendation of the DDI Board to the Unaffiliated Holders to accept the offer and tender their ADSs pursuant to the offer having been made and not withdrawn or adversely modified (which condition DoubleU Games may waive in its sole discretion). In the event that the offer is completed, DoubleU Games has agreed to acquire the remaining common shares (including common shares represented by ADSs) not acquired in the offer through a second-step transaction under the Korean Commercial Act for the same price per ADS that it pays pursuant to the offer.   

The Special Committee received a fairness opinion from Kroll, LLC, operating through its Duff & Phelps Opinions Practice, its independent financial advisor, in connection with the tender offer. The tender offer is not subject to any financing conditions. DoubleU Games is obligated to pay the cash required pursuant to the tender offer if all conditions of the offer are satisfied. DoubleU Games expects to fund the offer and the second-step transaction with cash on hand and financing from a bridge loan facility of up to KRW300 billion provided by the lenders named therein, for which Korea Investment & Securities Co., Ltd. is acting as mandated lead arranger, facility agent and security agent. Completion of the offer remains subject to the conditions described above; there can be no assurance that the offer will be completed.