DoubleU Games and DoubleDown Interactive Enter into Agreement for an All-Cash Tender Offer at US$16.25 per ADS

An independent special committee negotiated the terms and unanimously supported the transaction.

Rhea-AI Summary

DoubleDown Interactive (Nasdaq: DDI) signed an agreement for DoubleU Games to launch an all-cash tender offer at US$16.25 per ADS. The offer replaces DoubleU Games’ prior proposal and covers ADSs not already owned by it or its affiliates. DoubleU Games currently owns approximately 67.05% of DoubleDown’s outstanding common shares.

The offer has not yet commenced. Completion requires ownership of at least 95%, reducible to no less than 90% with specified consent, and a non-waivable tender of more than 50% of unaffiliated holders’ ADSs. DoubleDown’s board unanimously approved the transaction and recommended tendering; its continuing recommendation is also a condition, which DoubleU Games may waive. There is no financing condition. If the offer closes, DoubleU Games has agreed to acquire remaining shares through a second-step transaction at the same price per ADS.

4 points · 1 major

PositiveiHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

0 major · 3 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Major point. Forward-looking: it has not happened yet and may not happen.US$16.25 per ADS in cash offered under a definitive agreement for ADSs outside DoubleU Games and its affiliates.
• Minor point. Forward-looking: it has not happened yet and may not happen.Same-price second-step acquisition agreed for remaining shares if the tender offer is completed.
• Minor pointNo financing condition applies; DoubleU Games must pay if all offer conditions are satisfied.
• Minor pointUnanimous board approval and tender recommendation followed the independent special committee’s unanimous support and a fairness opinion.

Negative

• Minor point95% minimum ownership condition applies, reducible to no less than 90% only with specified consultation and consent.
• Minor pointMore than 50% of unaffiliated holders’ ADSs must be tendered and not withdrawn; this condition cannot be waived.
• Minor pointContinuing board recommendation is required unless DoubleU Games waives that condition; the offer has not yet commenced.

News Explained

The agreement says DoubleU Games expects to fund the offer and second-step purchase with cash on hand and financing from a bridge facility; it is obligated to pay the required cash if all offer conditions are met.

Argus 15 min delay 10 alerts

+18.19% vs previous close $16.05 last price 0.4x rel. volume Open Argus

Details

Market move: DDI +18.19% vs previous close. US$16.25 all-cash offer

$13.50 – $16.05 Day Range

$795.33M Mkt Cap at Last Price

On Nov 9, the day this news came out, the latest delayed price for DDI is 18.19% above the previous close. Our momentum scanner has recorded 10 alerts for this stock so far that day. The latest delayed price is $16.05.

Data tracked by StockTitan Argus (15 min delayed). Upgrade to Gold for real-time data.

Key Figures

Tender offer price: US$16.25 per ADS Existing ownership: Approximately 67.05% Minimum tender condition: At least 95% +3 more

Tender offer price

US$16.25 per ADS

All-cash offer for outstanding ADSs not already owned by DoubleU Games or its affiliates

Existing ownership

Approximately 67.05%

DoubleU Games' current ownership of DoubleDown's outstanding common shares

Minimum tender condition

At least 95%

Required ownership immediately following acceptance of validly tendered ADSs

Potential reduced tender threshold

Not less than 90%

May be reduced under the stated consultation and consent conditions

Majority-of-the-minority condition

More than 50%

Share of ADSs held by Unaffiliated Holders that must be tendered; non-waivable

Bridge loan facility

Up to KRW300 billion

Expected funding source for the offer and second-step transaction

Historical Context

1 past event · Latest: Aug 11

1 event

1. Aug 11

   Non-binding proposal

   24h Move

   -1.0%

   Reported the controlling shareholder's non-binding $11.25-per-ADS expression of interest remained under review.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

tender offer, majority-of-the-minority, bridge loan facility, fairness opinion, +1 more

5 terms

tender offer financial

"will commence an all-cash tender offer to acquire all outstanding American Depositary Shares"

A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.

View in glossary

majority-of-the-minority financial

"a non-waivable “majority-of-the-minority” condition"

A majority-of-the-minority condition is a voting rule used when a controlling shareholder is involved in a transaction; it requires that more than half of the votes cast by the non-controlling (minority) shareholders approve the deal, excluding the controlling party’s votes. It matters to investors because it sets an additional safeguard similar to asking only the people without the key to decide, ensuring the interests of smaller shareholders are independently represented in major corporate actions.

bridge loan facility financial

"financing from a bridge loan facility of up to KRW300 billion"

A bridge loan facility is short-term financing that helps a company cover an immediate cash need while it arranges longer-term funding, like a temporary bridge spanning a river until a permanent road is built. For investors, it matters because it signals short-term liquidity pressure or planned transactions, can carry higher interest or fees, and may affect future equity or debt terms if the company must refinance, dilute shares, or accept tighter covenants.

fairness opinion financial

"after considering the fairness opinion of the Special Committee’s financial advisor"

A fairness opinion is a professional assessment that evaluates whether the terms of a financial deal, such as a merger or acquisition, are fair from a financial point of view. It helps investors and stakeholders understand if the deal is reasonable and balanced, much like an independent expert giving an unbiased judgment on whether a price or agreement is fair. This assurance can increase confidence that the transaction is fair for all parties involved.

schedule 13e-3 regulatory

"will jointly file a Rule 13e-3 Transaction Statement on Schedule 13E-3"

Schedule 13E-3 is a formal SEC filing that companies or their insiders must submit when proposing a buyout that would take a public company private or is otherwise a management-led purchase. It lays out who is behind the deal, the money and terms involved, any potential conflicts of interest, and independent fairness analysis so shareholders can assess whether the offer is fair—like the rulebook and disclosure packet you’d get before agreeing to sell your home.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEOUL, South Korea, Nov. 09, 2026 (GLOBE NEWSWIRE) -- DoubleU Games Co., Ltd. (KRX: 192080) (“DoubleU Games”) and DoubleDown Interactive Co., Ltd. (Nasdaq: DDI) (“DoubleDown”) today announced that they have entered into a definitive Tender Offer and Post-Offer Cooperation Agreement (the “Agreement”), under which DoubleU Games will commence an all-cash tender offer to acquire all outstanding American Depositary Shares of DoubleDown (“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 in cash, replacing DoubleU Games’ prior proposal. DoubleU Games currently owns approximately 67.05% of DoubleDown’s outstanding common shares. The change in structure was determined following discussions with a special committee composed solely of DoubleDown’s independent and disinterested directors (the “Special Committee”). The price and other terms were negotiated by 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 will be 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.

Paul Hastings LLP and Kim & Chang are serving as U.S. and Korean legal counsel to DoubleU Games. Kroll, LLC and Kroll Securities, LLC are serving as independent financial advisors to the Special Committee, and Ropes & Gray LLP and Lawfirm Goodplan are serving as U.S. and Korean legal counsel, respectively, to the Special Committee. Greenberg Traurig, LLP and Bae, Kim & Lee LLC are serving as U.S. and Korean legal counsel, respectively, to DoubleDown.

Additional Information and Where to Find It

This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any securities of DoubleDown. The tender offer described in this communication has not yet commenced, and this communication is not a substitute for the tender offer materials that DoubleU Games and DoubleDown will file with the U.S. Securities and Exchange Commission (the “SEC”). At the time the tender offer is commenced, DoubleU Games will file a Tender Offer Statement on Schedule TO (including an Offer to Purchase, a related Letter of Transmittal and other offer documents), DoubleU Games and DoubleDown will jointly file a Rule 13e-3 Transaction Statement on Schedule 13E-3 (which may be combined with the Schedule TO), and DoubleDown will file a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer. HOLDERS OF ADSs ARE URGED TO READ THE TENDER OFFER MATERIALS (INCLUDING THE OFFER TO PURCHASE, THE RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS), THE SCHEDULE 13E-3 AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING A TENDER OF THEIR ADSs. These materials will be available free of charge on the SEC’s website at www.sec.gov. Free copies of the documents filed by DoubleDown may also be obtained by contacting DoubleDown at ir@doubledown.com or by visiting DoubleDown’s website at https://doubledowninteractive.com.

Forward-Looking Statements

This communication contains forward-looking statements, including statements regarding the tender offer, the second-step transaction, the expected timing of the Transactions, the anticipated delisting of the ADSs and the termination of DoubleDown’s reporting obligations. Forward-looking statements are based on current expectations and are subject to risks and uncertainties, including uncertainties as to the timing of the tender offer; how many ADS holders will tender their ADSs; the possibility that the minimum tender condition (which may be reduced by DoubleU Games, with the prior written consent of DoubleDown, such consent not to be unreasonably withheld, conditioned or delayed, to not lower than 90%, but not waived) or the non-waivable majority-of-the-minority condition will not be satisfied; the possibility that the second-step transaction will not be completed or will be delayed, including where approval of DoubleU Games’ shareholders is required; the effects of the Transactions on relationships with employees, players, platform providers and business partners; litigation relating to the Transactions; transaction costs; fluctuations in the Korean won to U.S. dollar exchange rate; the effect of the announcement on the trading price of the ADSs; and the other risks described in DoubleDown’s Annual Report on Form 20-F for the fiscal year ended December 31, 2025 and its other filings with the SEC, and in DoubleU Games’ public disclosures in Korea. Actual results may differ materially. Neither DoubleU Games nor DoubleDown undertakes any obligation to update any forward-looking statement, except as required by law.

About DoubleU Games

DoubleU Games Co., Ltd. (KRX: 192080), headquartered in Seoul, is the controlling shareholder of DoubleDown Interactive Co., Ltd., owning approximately 67.05% of its outstanding common shares.

About DoubleDown Interactive

DoubleDown Interactive Co., Ltd. is a leading developer and publisher of digital games on mobile and web-based platforms. We are the creators of multi-format interactive entertainment experiences for casual players, bringing authentic Vegas entertainment to players around the world through an online social casino experience. DoubleDown’s flagship social casino title, DoubleDown Casino, has been a fan-favorite game on leading social and mobile platforms for years, entertaining millions of players worldwide with a lineup of classic and modern games. Through its subsidiary WHOW Games GmbH, headquartered in Hamburg, Germany, DoubleDown offers exciting social casino experiences to European players. In addition, DoubleDown’s subsidiary, SuprNation, operates three real-money iGaming sites in Western Europe.

Contacts:

DoubleU Games Investor Relations — Tel +82-2-501-7216 — Email ir@doubleugames.com |

DoubleDown Investor Relations —

Joe Sigrist, Chief Financial Officer — Tel +1 (206) 773-2266 — Email ir@doubledown.com

Joseph Jaffoni, Christin Armacost, JCIR — Tel +1 (212) 835-8500 — Email DDI@jcir.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What price will DoubleDown Interactive shareholders receive in the tender offer?

The proposed cash price is US$16.25 per ADS for ADSs not already owned by DoubleU Games or its affiliates. Each ADS represents one-twentieth of one DoubleDown common share. If the offer is completed, the agreed second-step acquisition will use the same price per ADS.

When can DDI holders review the documents before deciding whether to tender?

The tender offer has not yet commenced; the offer documents will be filed when it begins. Holders are urged to read the Offer to Purchase, related Letter of Transmittal, Schedule 13E-3 and Schedule 14D-9 before deciding. These materials will be available free at www.sec.gov, and DoubleDown’s filings will also be available through its website.

How can DoubleDown’s tender offer ownership threshold be reduced?

DoubleU Games may reduce the 95% minimum ownership threshold to no less than 90% if it reasonably determines the original threshold is not reasonably expected to be satisfied. This requires good-faith consultation with the special committee and prior written consent from DoubleDown’s board following the committee’s recommendation. The threshold cannot be waived.