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EveryMatrix announces a recommended public cash offer of SEK 59 per share to the shareholders of Fantasma

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THIS PRESS RELEASE IS NOT AN OFFER, WHETHER DIRECTLY OR INDIRECTLY, IN AUSTRALIA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA OR IN ANY JURISDICTION WHERE SUCH OFFER PURSUANT TO LEGISLATION AND REGULATIONS IN SUCH RELEVANT JURISDICTION WOULD BE PROHIBITED. SHAREHOLDERS NOT RESIDENT IN SWEDEN WHO WISH TO ACCEPT THE OFFER (AS DEFINED BELOW) MUST MAKE INQUIRIES CONCERNING APPLICABLE LEGISLATION AND POSSIBLE TAX CONSEQUENCES. SHAREHOLDERS SHOULD REFER TO THE OFFER RESTRICTIONS INCLUDED IN THE SECTION TITLED “IMPORTANT INFORMATION” AT THE END OF THIS PRESS RELEASE AND IN THE OFFER DOCUMENT WHICH WILL BE PUBLISHED BEFORE THE COMMENCEMENT OF THE ACCEPTANCE PERIOD FOR THE OFFER.

EveryMatrix Software Limited (“EveryMatrix”) announces a recommended public offer to acquire all shares in Fantasma Games AB (publ) (“Fantasma”) for SEK 59 in cash per share (the “Offer”). The shares in Fantasma are listed on Nasdaq First North Growth Market (“Nasdaq First North”).

SLIEMA, Malta, Sept. 18, 2024 /PRNewswire/ — Summary of the Offer

EveryMatrix offers SEK 59 in cash for each share in Fantasma.The Offer values all shares in Fantasma at SEK 209.8 million (based on 3,556,535 shares in Fantasma).The Offer represents a premium of:121.40 per cent compared to the closing price of Fantasma’s shares on Nasdaq First North on 17 September 2024 of SEK 48.60;27.69 per cent compared to the volume–weighted average price of Fantasma’s shares on Nasdaq First North during the 30 latest trading days up to and including 17 September 2024 of SEK 46.21; and33.41 per cent compared to the volume–weighted average price of Fantasma’s shares on Nasdaq First North during the 90 latest trading days up to and including 17 September 2024 of SEK 44.22.Fantasma’s independent bid committee, comprising the independent members of Fantasma’s board of directors Antonia Svensson, Johan Styren and Johan Köningslehner, recommends the shareholders of Fantasma to accept the Offer. The recommendation is supported by a fairness opinion provided by Svalner Skatt & Transaktion KB (“Svalner”), according to which the Offer is fair for Fantasma’s shareholders from a financial perspective.Several major shareholders in Fantasma, who in aggregate control 50.79 per cent2 of all shares in Fantasma, including Fredrik Johansson, Karl Lindstedt, Christina Andersson, KL Capital AB, Martin Fagerlund, Oliver Jönsson, Tianzhi Zhou, and Eric Holmberg, have undertaken to accept the Offer, subject to the conditions set out under “Undertakings to accept the Offer” below.Completion of the Offer is conditional upon the Offer being accepted to such extent that EveryMatrix becomes the owner of more than 90 per cent of the shares in Fantasma (on a fully diluted basis) as well as conditions 2–7 set out under “Conditions for completion of the Offer” below.EveryMatrix expects to publish the offer document regarding the Offer today on 18 September 2024. The acceptance period for the Offer is expected to commence on 19 September 2024 and expire on 10 October 2024. EveryMatrix reserves the right to shorten and extend the acceptance period, as may be permissible under applicable laws and regulations.

Background and reasons for the Offer

EveryMatrix is a highly successful world-wide B2B provider of software for the iGaming industry. One of its largest revenue generators is the casino platform product Casino Engine, which is sold stand-alone or as part of a turnkey solution. EveryMatrix’s clients generate millions of euros of casino revenue each day. This has naturally led EveryMatrix to start producing casino games, distributed both to the Casino Engine clients and sold separately as part of the EveryMatrix casino aggregation product SlotMatrix.

EveryMatrix acknowledges that Fantasma is a highly respected games developer with a strong management team and a well-established games distribution. The acquisition of Fantasma will strengthen the EveryMatrix games division and unlock synergies between the companies. In particular, EveryMatrix has established distribution in the fast growing U.S. iGaming-market with a local team, licenses in all states, and direct contracts and integrations with almost all of the major operators.

Size matters when it comes to doing games distribution directly, outside the main games aggregators. More games gives more attention, easier sales, and better possibilities for strong account management. Joining the game portfolios of Fantasma and EveryMatrix thus lifts both companies and achieves the critical mass of games.

For the shareholders of Fantasma, the Offer presents a unique and attractive opportunity to realize the value represented by their shares into immediate and certain liquidity.

The Offer

The Offer consideration and the value of the Offer

EveryMatrix offers SEK 59 in cash for each share in Fantasma.

The Offer values all shares in Fantasma at SEK 209.8 million (based on 3,556,535 shares in Fantasma).

No commission will be charged by EveryMatrix in respect of the settlement of the Offer.

Premium

The Offer represents a premium of:3

21.40 per cent compared to the closing price of Fantasma’s shares on Nasdaq First North on 17 September 2024 (which was the last trading day on Nasdaq First North prior to the announcement of the Offer) of SEK 48.60;27.69 per cent compared to the volume–weighted average price of Fantasma’s shares on Nasdaq First North during the 30 latest trading days up to and including 17 September 2024 of SEK 46.21; and33.41 per cent compared to the volume–weighted average price of Fantasma’s shares on Nasdaq First North during the 90 latest trading days up to and including 17 September 2024 of SEK 44.22.

Potential adjustment of the Offer consideration

If Fantasma distributes dividends or makes any other value transfer prior to the settlement of the Offer, EveryMatrix will reduce the Offer consideration accordingly.

Rights under Fantasma’s incentive programmes

The Offer does not include Fantasma’s warrants of series 2021/2024, 2022/2025A, 2022/2025B, 2023/2026A, or 2023/2026B which are held by senior executives, key personnel and board members under incentive programmes established at the extraordinary general meetings of Fantasma held on 21 October 2021, 30 September 2022 and 6 October 2023, respectively. EveryMatrix will procure that the holders of such warrants will receive reasonable treatment in connection with the Offer.

Recommendation from Fantasma’s independent bid committee

Fantasma’s independent bid committee, comprising the independent members of Fantasma’s board of directors Antonia Svensson, Johan Styren and Johan Köningslehner, recommends the shareholders of Fantasma to accept the Offer. The recommendation is supported by a fairness opinion provided by Svalner, according to which the Offer is fair for Fantasma’s shareholders from a financial perspective.

Eric Holmberg and Martin Fagerlund are board members and Fredrik Johansson is the CEO of Fantasma and have (directly and indirectly through wholly-owned companies) undertaken towards EveryMatrix to accept the Offer, and Simon Blomqvist is a board member of Fantasma and representative of KL Capital AB which has undertaken towards EveryMatrix to accept the Offer (see “Undertakings to accept the Offer” below). Consequently, Eric Holmberg, Martin Fagerlund, Simon Blomqvist and Fredrik Johansson have a conflict of interest pursuant to Rule II.18 of the Takeover rules for certain trading platforms issued by the Stock Market Self-Regulation Committee (the “Takeover Rules”). Eric Holmberg, Martin Fagerlund, Simon Blomqvist and Fredrik Johansson have not participated in the independent bid committee’s resolution to recommend the shareholders of Fantasma to accept the Offer.

Undertakings to accept the Offer

The following shareholders, who in aggregate control 50.79 per cent of all shares in Fantasma, have undertaken to accept the Offer:4

Fredrik Johansson, holding 503,762 shares (497,762 directly and 6,000 indirectly through CF Digital Developments AB), corresponding to 14.16 per cent of all shares in Fantasma;Karl Lindstedt, holding 309,379 shares, corresponding to 8.70 per cent of all shares in Fantasma;Christina Andersson, holding 207,832 shares, corresponding to 5.84 per cent of all shares in Fantasma;KL Capital, holding 207,671 shares, corresponding to 5.84 per cent of all shares in Fantasma;Martin Fagerlund, holding 182,445 shares (20,000 directly and 162,445 indirectly through Dundo AB), corresponding to 5.13 per cent of all shares in Fantasma;Oliver Jönsson, holding 160,000 shares, corresponding to 4.50 per cent of all shares in Fantasma;Tianzhi Zhou, holding 152,669 shares, corresponding to 4.29 per cent of all shares in Fantasma; andEric Holmberg, holding 82,700 shares, corresponding to 2.33 per cent of all shares in Fantasma.

The undertakings to accept the Offer terminate if another party announces a competing offer for all shares in Fantasma at an offer consideration per share exceeding the Offer consideration by at least 20 per cent and EveryMatrix does not within 10 business days from the announcement of such competing offer announce an increase of the Offer consideration so that the new price per share under the Offer matches or exceeds the offer consideration per share under the competing offer. The 20 per cent hurdle and the right for EveryMatrix to match a competing offer apply to each and every competing offer as well as each and every increase of the offer consideration under any competing offer.

Conditions for completion of the Offer

Completion of the Offer is conditional upon:

the Offer being accepted to such extent that EveryMatrix becomes the owner of more than 90 per cent of the shares in Fantasma (on a fully diluted basis);with respect to the Offer and the acquisition of Fantasma, the receipt of all necessary regulatory, governmental or similar clearances, approvals and decisions, in each case on terms that, in EveryMatrix’s opinion, are acceptable;neither the Offer nor the acquisition of Fantasma being rendered wholly or partially impossible or significantly impeded as a result of legislation or other regulation, any decision of a court or a public authority, or any similar circumstance;no circumstances having occurred that have a material adverse effect, or could reasonably be expected to have a material adverse effect, on Fantasma’s financial position, prospects or operations, including Fantasma’s sales, results, liquidity, equity ratio, equity or assets;no information made public by Fantasma, or disclosed by Fantasma to EveryMatrix, being inaccurate, incomplete or misleading, and Fantasma having made public all information that should have been made public by Fantasma;Fantasma not taking any action that is intended to impair the prerequisites for making or completing the Offer; andno other party announcing an offer to acquire shares in Fantasma on terms that are more favourable to the shareholders of Fantasma than the terms of the Offer.

EveryMatrix reserves the right to withdraw the Offer in the event that it is clear that any of the above conditions is not satisfied or cannot be satisfied. However, with regard to the conditions set out in items 2–7 above, the Offer may only be withdrawn where the non-satisfaction of such condition is of material importance to EveryMatrix’s acquisition of Fantasma or if it is approved by the Swedish Securities Council.

EveryMatrix reserves the right to waive, in whole or in part, one or more of the conditions set out above, including, with respect to the condition set out in item 1, to complete the Offer at a lower acceptance level.

Approvals from authorities

According to EveryMatrix assessment, the Offer will not require any regulatory or governmental clearances, approvals or decisions.

Financing of the Offer

Completion of the Offer is not subject to any financing condition. The Offer consideration payable to shareholders of Fantasma that accept the Offer is financed in full by cash on hand.

Review of information in connection with the Offer

EveryMatrix has conducted a limited confirmatory due diligence review of Fantasma in connection with the preparation of the Offer. Fantasma has confirmed that no inside information regarding Fantasma has been disclosed to EveryMatrix during the due diligence review.

Management and employees in Fantasma

EveryMatrix does not intend to implement any material changes to Fantasma’s employees and management team or to the existing organisation and operations, including the terms of employment and the locations where Fantasma conducts its business.

Fantasma’s independent bid committee has approved that EveryMatrix offers certain key personnel of Fantasma, including the CEO, participation in a management incentive plan. The incentive plan, which is subject to and would be implemented upon completion of the Offer, is designed to ensure the continued long-term commitment of the participants in the plan. Participation in the incentive plan involves a possibility to receive a cash payment from Fantasma after a three–year period following completion of the Offer, to be determined based on the performance and a valuation of the combined group at the end of such retention period. Customary leaver-provisions as well as requirements on performance and good standing will apply to the participation in the incentive plan. Some of the key personnel of Fantasma that have been offered participation in the incentive plan are currently shareholders in Fantasma. Neither participation nor the size of the allocation in the incentive plan are related to any such shareholding in Fantasma.

Information on EveryMatrix

EveryMatrix delivers iGaming software, solutions, content and services for casino, sports betting, payments, and affiliate management to global Tier 1 operators as well as to newer brands. The platform is highly modular, scalable, and compliant, allowing operators to choose the optimal EveryMatrix solution and combine with third-party and in-house technology and capabilities.

EveryMatrix empowers clients to unleash bold ideas and deliver outstanding player experiences in regulated markets. EveryMatrix has 1,000 employees across 13 countries and serves 300+ customers worldwide, including the regulated U.S. market. EveryMatrix generated over EUR 81 million in EBITDA during the 12 month period July 2023 to June 2024 and had over EUR 34.1 million in cash and cash equivalents as of 31 July 2024.

EveryMatrix Software Limited, registration number C51832, is a private limited liability company which has its registered office in Malta and headquarters at Piazzetta Business Plaza, Office 12, Level 10, Triq Ghar il-Lembi, Sliema, SLM1605, and is a wholly-owned subsidiary of EveryMatrix Holding plc., in which the CEO of EveryMatrix, Ebbe Groes, is the majority ultimate beneficiary owner.

EveryMatrix has not made any decisions involving any material changes to EveryMatrix’s business, the locations where EveryMatrix conducts its business or EveryMatrix management and employees, including their terms of employment, as a result of the Offer. In the period following the completion of the Offer and following careful review of the needs of the combined business, EveryMatrix will determine the optimal structure of the combined group and may then implement changes to realize efficiency.

More information about EveryMatrix is available at www.EveryMatrix.com.

EveryMatrix’s shareholding in Fantasma

Neither EveryMatrix nor its closely related companies or closely related parties own any shares or other financial instruments that give a financial exposure equivalent to a shareholding in Fantasma at the time of the announcement of the Offer, and they have not acquired or agreed to acquire any such shares or financial instruments during the six months preceding the announcement of the Offer.

To the extent permissible under applicable laws and regulations, EveryMatrix may acquire, or enter into agreements to acquire, shares in Fantasma in other ways than through the Offer. Any such acquisitions will be carried out or agreed and disclosed in accordance with applicable laws and regulations.

Preliminary timetable

Publication of the offer document: 18 September 2024Acceptance period: 19 September–10 October 2024Commencement of settlement: 18 October 2024

EveryMatrix reserves the right to shorten the acceptance period and set an earlier settlement date as well as to extend the acceptance period and to postpone the settlement date, as may be permissible under applicable laws and regulations. Any such change of the acceptance period or settlement date will be announced by EveryMatrix in accordance with applicable laws and regulations.

Compulsory buy-out and delisting of Fantasma

In the event that EveryMatrix, whether in connection with the Offer or otherwise, becomes the owner of more than 90 per cent of the shares in Fantasma, EveryMatrix intends to commence a compulsory buy-out procedure in accordance with the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)) in respect of the remaining shares not owned by EveryMatrix as well as promote a delisting of the shares in Fantasma from Nasdaq First North.

Applicable law and disputes

The Offer and any agreements entered into between EveryMatrix and shareholders of Fantasma in connection with the Offer are governed by and construed in accordance with the laws of Sweden. Any dispute, controversy or claim arising out of or in connection with the Offer shall be finally settled by Swedish courts, and Stockholm District Court shall be the court of first instance.

The Takeover Rules and the Swedish Securities Council’s rulings regarding interpretation and application of the Takeover Rules are applicable to the Offer.

Advisers

EveryMatrix has engaged Gernandt & Danielsson Advokatbyrå as legal advisor in connection with the Offer.

 

EveryMatrix

This press release was submitted for publication on 18 September 2024 at 08:00 (CEST).

Information about the Offer is available at:
https://everymatrix.com/offer-validation/

For administrative questions regarding the Offer, please contact your bank or nominee where you have your shares registered.

 

Important information

The Offer is not being made to (and acceptance forms will not be accepted from or on behalf of) persons domiciled in Australia, Hong Kong, Japan, New Zealand, or South Africa, or whose participation in the Offer requires that additional offer documents are prepared or registrations effected or that any other measures are taken in addition to those required under Swedish law (including the Takeover Rules), unless an exemption applies.

This press release and any other documentation related to the Offer (including copies of such documentation) must not be mailed or otherwise distributed, forwarded or sent in or into any jurisdiction (including, without limitation, Australia, Hong Kong, Japan, New Zealand or South Africa) in which the distribution of this press release or the Offer would require any additional measures to be taken or would be in conflict with any laws or regulation in any such jurisdiction. Persons who receive this press release (including, without limitation, banks, brokers, dealers, nominees, trustees and custodians) and are subject to the laws or regulations of any such jurisdiction will need to inform themselves about, and observe, any applicable restrictions and requirements. Any failure to do so may constitute a violation of the securities laws or regulations of any such jurisdiction. To the extent permitted by applicable law, EveryMatrix disclaims any responsibility or liability for any violations of any such restrictions, and EveryMatrix reserves the right to disregard any acceptance forms whose submission constitutes a direct or indirect violation of any of these restrictions.

Forward-looking statements

Statements in this press release relating to any future status or circumstances, including statements regarding future performance, growth and other trend projections and other effects of the Offer, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as “anticipate”, “believe”, “expect”, “intend”, “plan”, “seek”, “will”, “would” or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that could occur in the future. There can be no assurance that actual results will not differ materially from those expressed or implied by these forward-looking statements due to several factors, many of which are outside EveryMatrix’s control. Any forward-looking statements in this press release speak only as of the date on which the statements are made and EveryMatrix has no obligation (and undertakes no obligation) to update or revise any of them, whether as a result of new information, future events or otherwise, except as required by applicable laws and regulations.

 

1 Source for the share price: Nasdaq First North.
2 The ownership percentage set out in this item is calculated based on 3,556,535 shares in Fantasma.
3 Source for the share price: Nasdaq First North.
4 The ownership percentages set out in this section are calculated based on 3,556,535 shares in Fantasma.

View original content:https://www.prnewswire.co.uk/news-releases/everymatrix-announces-a-recommended-public-cash-offer-of-sek-59-per-share-to-the-shareholders-of-fantasma-302251072.html

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/U P D A T E — TrendAI/

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This release has been updated to include new information provided by TrendAI. The complete, corrected release follows, with additional details at the end:

TrendAI™ Adopts Claude Opus 5 to Advance Vulnerability Prioritization and Virtual Patching

As a participant in Anthropic’s Cyber Verification Program, TrendAI applies frontier reasoning to convert vulnerability intelligence into faster protection across hybrid environments

DALLAS, July 24, 2026 /PRNewswire/ — TrendAI™, the enterprise AI security leader from Trend Micro Incorporated (TYO: 4704; TSE: 4704), today announced it is adopting Claude Opus 5, Anthropic’s latest and most capable Opus model, to help security teams convert vulnerability intelligence into immediate protection, from prioritization to virtual patching. The move builds on TrendAI’s collaboration with Anthropic on Claude Opus 4.8, extending the same defensive focus to a model that delivers step-change gains in advanced reasoning, agentic workflows, and long-horizon analysis. As AI makes finding vulnerabilities easier than ever, the harder problem becomes protecting organizations faster than software can be permanently patched, and that is where TrendAI is putting Opus 5 to work.

As a participant in Anthropic’s Cyber Verification Program, which credentials organizations for the defensive use of frontier AI models, TrendAI is positioned to apply Claude Opus 5 to defensive security as access becomes available. The model is Zero Data Retention compatible, supporting TrendAI’s governance and data-protection requirements as it scales AI across security operations.

The work extends to TrendAI Threat Research, where frontier AI models are combined with our proprietary frontier intelligence engine and human expertise to generate pre-disclosure intelligence. Those insights power TrendAI Vision One™, delivering stronger detection, deeper forensic insights, and proactive protection through virtual patching.

Rachel Jin, Chief Platform and Business Officer, Head of TrendAI™:
“With Claude Opus 5, TrendAI can move from vulnerability intelligence to action faster than ever, prioritizing what matters most by exploitability and business impact. Finding the vulnerability was always the hard part. Now the challenge is protecting organizations faster than software can be permanently patched, and frontier reasoning is what changes that equation, extending all the way to virtual patching that protects customers before a vendor fix ships. This is what it means to secure the AI age, fearlessly.”

These capabilities support TrendAI Vision One™ in helping security analysts, AppSec teams, and SOC teams prioritize exposure, map attack paths, and accelerate mitigation, including virtual patching, across hybrid environments, moving vulnerability management from a static scanning process into a faster, context-aware risk mitigation workflow.

About TrendAI™
TrendAI™, the global AI security leader and enterprise business unit of Trend Micro, empowers organizations with full AI visibility and consolidated security that inspires confidence, drives innovation, and eliminates risk. Trusted by the largest enterprises and governments across 185 countries, TrendAI™ secures the entire organization, from identities, to infrastructure, to data. Global Fortune 500 companies rely on TrendAI™ to cut risk and stop threats up to three months earlier, powered by world-leading threat and attack intelligence. Through deep ecosystem partnerships with market leaders like NVIDIA, Anthropic, AWS, Google, and Microsoft, TrendAI™ empowers your organization to securely drive forward at the speed of AI. AI Fearlessly. Learn more: trendaisecurity.com

About Anthropic
Anthropic is an AI safety and research company dedicated to building reliable, interpretable, and steerable AI systems. Its Claude family of models, including Claude Opus 5, enables advanced capabilities across a wide range of applications, including code understanding and security analysis.

Update: The latest version of this release includes additional statements from TrendAI related to the original announcement.

View original content to download multimedia:https://www.prnewswire.com/news-releases/trendai-adopts-claude-opus-5-to-advance-vulnerability-prioritization-assessment-and-virtual-patching-302834362.html

SOURCE TrendAI

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Ralph Ye on 10 Years of Entrepreneurship at CASEKOO: Less Identity Shift, More Habits That Endure

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NEW YORK, July 24, 2026 /PRNewswire/ — As CASEKOO approaches its 10th anniversary, founder Ralph Ye says the company’s biggest achievement isn’t measured by units sold, but by how its philosophy has evolved.

Ten years ago, Ye found himself frustrated by a simple problem: his phone wouldn’t stand upright on a fast-food table. Instead of accepting the inconvenience, he saw an opportunity to rethink what a phone case could do.

Today, CASEKOO has sold more than 20 million phone cases across 32 countries. Over the past decade, the company has evolved from creating protective accessories into designing products that fit naturally into everyday life.

“Innovation isn’t about changing identities,” Ye said. “It’s about making meaningful habits easier to keep.”

From Q Line to LinKOO

The evolution of CASEKOO’s product portfolio reflects a broader shift in the company’s design philosophy.

The journey began with the Q Line (Quality Line), a collection of crystal-clear phone cases engineered to deliver premium protection without compromising aesthetics. In 2021, CASEKOO introduced the E Line (Innovation Line), the world’s first phone case with an integrated ring stand. The product earned an iF Design Award and became an Amazon bestseller, demonstrating the market’s appetite for accessories that combined protection with everyday functionality. The X Line (Expression Line) followed, expanding the brand’s focus on personalization and expressive design.

Each product generation introduced new capabilities, but each also reinforced an important insight.

“We moved from Q Line to E Line to X Line, and every generation taught us something about what people actually need,” said Ye. “By the time we introduced The KOO series, we weren’t designing features anymore. We were designing around everyday behaviors.”

Today, the portfolio gives each rhythm a clear name: LinKOO — Link Your Way for hands-free carry, StandKOO — Elevate Your Day for hands-free viewing and grip, and X-LINE — Fit Your Vibe for expressive personalization.

It represents CASEKOO’s transition from designing accessories with added functions to creating products that support everyday habits. For the company, the future of consumer technology lies not in how many features a product offers, but in how seamlessly it integrates into the way people live.

A Philosophy Born from Everyday Life

The inspiration behind LinKOO came from one of Ye’s longest-standing habits.

For nearly two decades, he has left home every day holding his wife’s hand. One evening, while carrying his phone, keys, and wallet in his other hand, he realized how often everyday essentials compete with life’s simplest moments.

That observation inspired ClipSafe™, a foldable clasp integrated into the LinKOO series. Hidden when not in use and deployable with a single press, it allows users to carry everyday essentials without sacrificing comfort or aesthetics.

For CASEKOO, LinKOO is more than a product launch. It represents the company’s belief that technology should adapt to people—not the other way around.

“Ten years ago, we asked how to better protect a phone,” Ye said. “Today, we’re asking how to protect a moment.”

That is what designed to fit you means. That is Less Effort, More Living. And after a decade of iteration, failure, and quiet persistence, CASEKOO has finally arrived—not at an answer, but at a better question.

About CASEKOO

CASEKOO is a design-led lifestyle accessories brand built around a simple idea: freeing your hands in everyday life. Through thoughtful hands-free solutions, we help people move seamlessly between different moments of the day—from active, on-the-go moments to times of focus and connection.

What makes CASEKOO different from a regular phone case? We believe technology should support life, not interrupt it. By designing products that adapt naturally to how people live, work, and move, CASEKOO reduces everyday friction and creates a more effortless experience—making room for freedom, connection, and the moments that truly matter.

For more information, visit: casekoo.com.

Contact:
Charlotte Yu
brandteam@casekoo.com 

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SOURCE CASEKOO

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Paramount Skydance Corporation Announces Extension of Expiration Dates of Previously Announced Exchange Offers and Tender Offers

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LOS ANGELES and NEW YORK, July 24, 2026 /PRNewswire/ — Paramount Skydance Corporation (NASDAQ: PSKY) (“Paramount”) today announced the extension of the Expiration Dates in connection with the previously announced (i) offers to purchase (the “Tender Offers” and each, a “Tender Offer”) for cash, upon the terms and subject to the conditions set forth in the related offer to purchase (the “Offer to Purchase”), any and all of the identified notes in each series of the Existing Tender Offer Notes (defined by reference to the table set forth below) issued by Discovery Global Holdings, Inc. (formerly WarnerMedia Holdings, Inc.) (the “DGH Issuer”) and Discovery Communications, LLC (the “DCL Issuer” and together with the DGH Issuer, each a “WBD Issuer” and collectively the “WBD Issuers”), as applicable, and (ii) offers to exchange (the “Exchange Offers” and each, an “Exchange Offer” and, together with the Tender Offers, the “Offers” and each, an “Offer”), upon the terms and subject to the conditions set forth in the related exchange offer memorandum (the “Offering Memorandum”), any and all of the identified notes in each series of the Existing Exchange Offer Notes (defined by reference to the table set forth below) (together with the Existing Tender Offer Notes, the “Offer Notes”) issued by the applicable WBD Issuer for notes to be newly issued by Paramount.

The Expiration Dates for the Tender Offers and Exchange Offers (as defined in each of the Offer to Purchase and Offering Memorandum, respectively) have been extended to 5:00 p.m., New York City time, on August 7, 2026, unless further extended. The Settlement Dates for the Tender Offers and Exchange Offers (as defined in each of the Offer to Purchase and Offering Memorandum, respectively) will occur promptly after the Expiration Date and are currently anticipated to occur in the third quarter of 2026. Paramount anticipates extending the Expiration Date for such Tender Offers and Exchange Offers until such time that would result in the Settlement Dates occurring on or promptly following the closing date of the proposed acquisition (the “Acquisition”) by Paramount of Warner Bros. Discovery, Inc. (“WBD”). Tenders of the Offer Notes in the Offers may be withdrawn at any time prior to the Expiration Date. The aforementioned extensions further extend the Expiration Dates previously extended by Paramount on June 12, 2026, June 26, 2026, July 13, 2026, and July 17, 2026.

As of 5:00 p.m., New York City time, on July 23, 2026, approximately 66.17% and 76.38% of the aggregate principal amount of the Existing Tender Offer Notes and Existing Exchange Offer Notes, respectively, have been validly tendered in the applicable Offers. As Paramount previously announced that it anticipates extending the Offers to align with the closing date of the Acquisition, Paramount does not view these figures to be representative of the final results of the applicable Offers.

Information about each series of Offer Notes eligible to participate in the Offers is summarized below.

Type of Offer

Offer Notes to be Tendered
or Exchanged, as
Applicable

Issuer of Offer Notes

CUSIP No. / Common Code 
/ ISIN Eligible to
Participate in the Offers (1)

Aggregate Principal
Amount of Offer Notes
Eligible to Participate in the
Offers (2)

Tender Offer

3.950% Senior Notes due 2028

DCL Issuer

25470D CP2

US25470DCP24

$1,234,458,000

Exchange Offer

4.125% Senior Notes due 2029

DCL Issuer

25470D CQ0

US25470DCQ07

$655,825,000

Exchange Offer

3.625% Senior Notes due 2030

DCL Issuer

25470D CR8

US25470DCR89

$914,183,000

Exchange Offer

5.000% Senior Notes due 2037

DCL Issuer

25470D CS6

US25470DCS62

$453,281,000

Exchange Offer

6.350% Senior Notes due 2040

DCL Issuer

25470D CT4

US25470DCT46

$438,102,000

Exchange Offer

4.950% Senior Notes due 2042

DCL Issuer

25470D CU1

US25470DCU19

$130,366,000

Exchange Offer

4.875% Senior Notes due 2043

DCL Issuer

25470D V91 CV9US25470DC

$141,584,000

Exchange Offer

5.200% Senior Notes due 2047

DCL Issuer

25470D W74 CW7US25470DC

$3,161,000

Exchange Offer

5.300% Senior Notes due 2049

DCL Issuer

25470D X57 CX5US25470DC

$247,860,000

Tender Offer

3.755% Senior Notes due 2027

DGH Issuer

254948 AH5

US254948AH58

254948 AN2

US254948AN27

U25483 AA3

USU25483AA38

$1,189,336,000

Exchange Offer

4.054% Senior Notes due 2029

DGH Issuer

254948 AJ1

US254948AJ15

254948 AP7

US254948AP74

U25483 AB1

USU25483AB11

$1,353,828,000

Exchange Offer

4.279% Senior Notes due 2032

DGH Issuer

254948 AK8

US254948AK87

254948 AQ5

US254948AQ57

$2,691,764,000

Exchange Offer

5.050% Senior Notes due 2042

DGH Issuer

254948 AL6

US254948AL60

254948 AR3

US254948AR31

U25483 AD7

USU25483AD76

$4,104,687,000

Exchange Offer

5.141% Senior Notes due 2052

DGH Issuer

254948 AM4

US254948AM44

254948 AS1

US254948AS14

$949,883,000

Exchange Offer

4.302% Senior Notes due 2030

DGH Issuer

XS3393993285

339399328

€234,382,000

Exchange Offer

4.693% Senior Notes due 2033

DGH Issuer

XS3393994507

339399450

€316,641,000

1

No representation is made as to the correctness or accuracy of the identifiers listed in this press release or printed on the Offer Notes. Such identifiers are provided solely for the convenience of the holders.

2

Represents the aggregate principal amount of Offer Notes outstanding that are eligible to participate in the Offers.

The Exchange Offers are being made pursuant to an exemption from the registration requirements of the U.S. Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Securities and Exchange Commission (the “SEC”) promulgated thereunder, and are also not being registered under any state or foreign securities laws. Any securities offered pursuant to the Exchange Offers may not be offered or sold in the United States or to any U.S. persons (as defined below) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Exchange Offers will only be made, and the securities offered pursuant to the Exchange Offers are only being offered and issued, to holders of applicable Existing Exchange Offer Notes who are (a) reasonably believed to be “qualified institutional buyers” as defined in Rule 144A under the Securities Act or (b) not “U.S. persons,” as defined in Rule 902 of Regulation S under the Securities Act (such holders, “Eligible Holders”), and only Eligible Holders who have completed and returned the eligibility certification are authorized to receive or review the Offering Memorandum or to participate in the Exchange Offers. The eligibility certification is available electronically at: https://gbsc-usa.com/eligibility/paramount.

General

Each Offer is a separate offer, and each may be individually consummated, amended, extended, terminated, or withdrawn, subject to certain conditions and applicable law, at any time in Paramount’s sole discretion, and without also consummating, amending, extending, terminating, or withdrawing any other Offer with respect to any other series of Offer Notes. Paramount may terminate an Offer if any of the conditions of such Offer described in the Offer to Purchase or Offering Memorandum, as applicable, are not satisfied or waived by the applicable Expiration Date, subject to applicable law. In addition, Paramount may waive the conditions to an Offer without extending such Offer in accordance with applicable law.

The Offers are being made solely by Paramount and are not being made by WBD or the WBD Issuers. None of Paramount, WBD, the WBD Issuers, the Dealer Managers, the Exchange Agent (as defined below), the Information Agent (as defined below), the trustees under each of the indentures governing the Offer Notes, the trustee or collateral agent under the indenture that will govern the notes to be issued in the Exchange Offers, or any affiliate of any of them makes any recommendation as to whether any holder of Offer Notes should tender or refrain from tendering all or any portion of the principal amount of such holder’s Offer Notes for cash or notes to be issued in the Exchange Offers. No one has been authorized by any of them to make such a recommendation. Holders must make their own decision whether to tender Offer Notes in any Offer and, if so, the amount of Offer Notes to tender.

Only Eligible Holders may receive a copy of the Offering Memorandum and participate in the Exchange Offers. Paramount has engaged Global Bondholder Services Corporation to act as the exchange agent (in such capacity, the “Exchange Agent”) and information agent (in such capacity, the “Information Agent”) for the Offers. Questions concerning the Offers, or requests for additional copies of the Offer to Purchase or Offering Memorandum or other related documents, may be directed to Corporate Actions by telephone at (855) 654-2014 (U.S. toll-free) or (212) 430-3774 (banks and brokers) or by email at contact@gbsc-usa.com. Holders should also consult their broker, dealer, commercial bank, trust company or other institution for assistance concerning the Offers. The Exchange Offer documents and the Tender Offer documents can be accessed at the following link: https://gbsc-usa.com/paramount.

Paramount has engaged BofA Securities and Citigroup as dealer managers (in such capacity, the “Dealer Managers”) for the Offers. Holders with questions regarding the Offers should contact BofA Securities, Inc. at +1 (888) 292-0070 (toll-free) or +1 (980) 388-3646 (collect) or debt_advisory@bofa.com or Citigroup Global Markets Inc. at +1 (800) 558-3745 (toll-free) or +1 (212) 723-6106 or ny.liabilitymanagement@citi.com. Latham & Watkins LLP is serving as legal counsel to Paramount and Cahill Gordon & Reindel LLP is serving as legal counsel to the Dealer Managers.

This press release is for informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, any security, and does not constitute an offer, solicitation, or sale of any security in any jurisdiction in which such offer, solicitation, or sale would be unlawful.

About Paramount, a Skydance Corporation

Paramount, a Skydance Corporation is a next-generation global media and entertainment company, comprised of three business segments: Studios, Direct-to-Consumer, and TV Media. PSKY’s portfolio unites legendary brands, including Paramount Pictures, Paramount Television, CBS, CBS News, CBS Sports, Nickelodeon, MTV, BET, Comedy Central, Showtime, Paramount+, Pluto TV, and Skydance Animation, Film, Television, Interactive/Games, and Paramount Sports Entertainment.

PSKY-IR

Cautionary Note Concerning Forward-Looking Statements

This communication contains “forward-looking statements” regarding the Acquisition and the other transactions referred to herein. The reader is cautioned not to rely on these forward-looking statements. These statements are based on current expectations of future events. If underlying assumptions prove inaccurate or known or unknown risks or uncertainties materialize, actual results could vary materially from the expectations and projections of Paramount. Risks and uncertainties include, but are not limited to: the risk that the closing conditions for the Acquisition will not be satisfied, including the risk that clearances under applicable antitrust or regulatory laws will not be obtained or will be obtained subject to conditions that are not anticipated; the possibility that the transactions described herein will not be completed in the expected timeframe or at all; the occurrence of any event, change or other circumstances that could give rise to the termination of the Acquisition; potential adverse effects to the businesses of Paramount or WBD during the pendency of the Acquisition, such as employee departures or distraction of management from business operations; negative effects of the announcement or the consummation of the Acquisition on the market price of WBD or Paramount stock; the risk of stockholder litigation relating to the Acquisition, including resulting expense or delay; the potential that the expected benefits and opportunities of the Acquisition, if completed, may not be realized or may take longer to realize than expected; risks related to the streaming business of the post-Acquisition combined business (the “Combined Company”); the adverse impact on the Combined Company’s advertising revenues as a result of changes in consumer behavior, advertising market conditions, and deficiencies in audience measurement; risks related to operating in highly competitive and dynamic industries; the unpredictable nature of consumer behavior, as well as evolving technologies and distribution models; risks related to the Combined Company’s decision to invest in new businesses, products, services, and technologies, and the evolution of the Combined Company’s business strategy; the potential for loss of carriage or other reduction in, or the impact of negotiations for, the distribution of the Combined Company’s content; damage to the Combined Company’s reputation or brands; losses due to asset impairment charges for goodwill, content and long-lived assets, including finite-lived intangible assets; liabilities related to discontinued operations and former businesses; increasing scrutiny of, and evolving expectations for, sustainability initiatives; evolving business continuity, cybersecurity, privacy and data protection and similar risks; challenges in protecting and maintaining the Combined Company’s intellectual property rights; domestic and global political, economic and regulatory factors affecting the Combined Company’s business generally or the Acquisition; the inability to hire or retain key employees or secure creative talent; disruptions to the Combined Company’s operations as a result of labor disputes; risks and costs associated with the integration of, and Paramount’s ability to integrate, the businesses of Paramount Global, Skydance Media, LLC, and WBD successfully and to achieve anticipated synergies, including in the amounts or on the timelines anticipated to realize such synergies; litigation related to the Acquisition and other matters or transactions; risks associated with the Combined Company’s holding company structure, including its dependence on distributions from its subsidiaries to meet tax obligations and other cash requirements; risks related to our indebtedness, including our substantial outstanding debt obligations, our ability to incur substantially more debt and our ability to meet the financial and other covenants contained in the agreements governing the indebtedness of Paramount, WBD, or the Combined Company. A further list and description of these risks, uncertainties and other factors and the general risks associated with the respective businesses of Paramount and WBD can be found in Paramount’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 25, 2026, including in the sections captioned “Cautionary Note Concerning Forward-Looking Statements” and “Item 1A. Risk Factors,” Paramount’s most recently filed Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed with the SEC on May 4, 2026, including in the sections captioned “Cautionary Note Concerning Forward-Looking Statements” and “Item 1A. Risk Factors,” and Paramount’s subsequent filings with the SEC, and in WBD’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 27, 2026, including in the section captioned “Item 1A. Risk Factors,” WBD’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed with the SEC on May 6, 2026, and WBD’s subsequent filings with the SEC. Neither Paramount nor WBD undertakes to update any forward-looking statement as a result of new information or future events or developments, except as required by law.

 

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SOURCE Paramount Skydance Corporation

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