UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement Under Section 14(d)(1) or
13(e)(1)
of the Securities Exchange Act of 1934
GDEV Inc.
(Name of Subject Company (Issuer) and Filing Person
(as Offeror))
Ordinary Shares, No Par Value Per Ordinary
Share
(Title of Class of Securities)
G6529J209
(CUSIP Number of Class of Securities)
Andrey Fadeev, Chief Executive Officer
GDEV Inc.
55, Griva Digeni
3101, Limassol
Cyprus
Telephone: +35722580040
(Name, address and telephone number of person authorized
to receive notices
and communication on behalf of the filing person)
Copy
to:
Yoseph Choi
Latham & Watkins (London) LLP
One Leadenhall
1 Leadenhall Street
London EC3V 1AA
United Kingdom
Telephone: +44 (0)20 7710 1000
| ¨ | Check the box if the filing
relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to
designate any transaction to which the statement relates:
| ¨ | third party tender offer
subject to Rule 14d-1. |
| x | issuer tender offer subject
to Rule 13e-4. |
| ¨ | private transaction subject
to Rule 13e-3. |
| ¨ | amendment to Schedule 13D
under Rule 13d-2. |
Check
the following box if the filing is a final amendment reporting the results of the tender offer: ¨
If applicable, check the appropriate
box(es) below to designate the appropriate rule provision(s) relied upon:
| ¨ | Rule 13e-4(i) (Cross-Border
Issuer Tender Offer) |
| ¨ | Rule 14d-1(d) (Cross-Border
Third-Party Tender Offer) |
INTRODUCTORY
STATEMENT
This Tender Offer Statement on Schedule TO relates
to the offer by GDEV Inc., a British Virgin Islands business company (the “Company,” “we,” “us” or
“our”), to purchase for cash up to $20,000,000 in value of its ordinary shares, no par value per ordinary share (each, a “share”),
or up to 1,813,236 shares, at a purchase price of $11.03 per share (the “Purchase Price”), net
to the seller, without interest, less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the
offer to purchase, dated August 31, 2026 (together with any amendments or supplements thereto, the “Offer to Purchase”),
a copy of which is attached hereto as Exhibit (a)(1)(A), and in the related Letter of Transmittal (together with any amendments or
supplements thereto, the “Letter of Transmittal”), a copy of which is attached hereto as Exhibit (a)(1)(B). This Tender
Offer Statement on Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) of the Securities Exchange
Act of 1934, as amended.
The information contained in the Offer to Purchase
and the related Letter of Transmittal is incorporated herein by reference in response to all of the items of this Tender Offer Statement
on Schedule TO, and as more particularly described below.
Item 1. Summary Term Sheet.
The information set forth under “Summary
Term Sheet” in the Offer to Purchase is incorporated herein by reference.
Item 2. Subject Company Information.
(a) The
name of the issuer is GDEV Inc., a British Virgin Islands business company, and the address of its principal executive office is 55, Griva
Digeni, 3101, Limassol, Cyprus. The telephone number of its principal executive office is +35722580040.
(b) The
subject securities are ordinary shares of the Company, no par value per ordinary share. As of August 28, 2026, there were 18,176,604
ordinary shares issued and outstanding. The information set forth under “Introduction” in the Offer to Purchase is incorporated
herein by reference.
(c) The
information set forth under Section 7 (“Price Range of the Shares; Dividends”) in the Offer to Purchase is incorporated
herein by reference.
Item 3. Identity and Background of Filing Person.
(a) The
Company is the filing person. The Company’s address and telephone number are set forth in Item 2 above. The information set forth
under Section 9 (“Information about GDEV Inc.”) in the Offer to Purchase is incorporated herein by reference.
Item 4. Terms of the Transaction.
(a) The
following sections of the Offer to Purchase contain a description of the material terms of the transaction and are incorporated herein
by reference:
(i) “Summary
Term Sheet”;
(ii) “Introduction”;
(iii) Section 1
(“Terms of the Offer”);
(iv) Section 2
(“Purpose of the Offer; Certain Effects of the Offer; Other Plans”);
(v) Section 3
(“Procedures for Tendering Shares”);
(vi) Section 4
(“Withdrawal Rights”);
(vii) Section 5
(“Purchase of Shares and Payment of Purchase Price”);
(viii) Section 6
(“Conditions of the Offer”);
(ix) Section 10
(“Interest of Directors, Executive Officers and Other Affiliates; Transactions and Arrangements Concerning the Shares”);
(x)
Section 13 (“Tax Considerations”); and
(xi) Section 14
(“Extension of the Offer; Termination; Amendment”).
(b) The
information set forth under “Introduction” in the Offer to Purchase and under Section 10 (“Interest of Directors,
Executive Officers and Other Affiliates; Transactions and Arrangements Concerning the Shares”) in the Offer to Purchase is incorporated
herein by reference.
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
(e) The
information set forth under Section 10 (“Interest of Directors, Executive Officers and Other Affiliates; Transactions and Arrangements
Concerning the Shares”) in the Offer to Purchase is incorporated herein by reference.
Item 6. Purposes of the Transaction and Plans or Proposals.
(a) The
information regarding the purpose of the transaction set forth under “Summary Term Sheet” in the Offer to Purchase and Section 2
(“Purpose of the Offer; Certain Effects of the Offer; Other Plans”) in the Offer to Purchase is incorporated herein by reference.
(b) The
information the treatment of shares acquired pursuant to the tender offer set forth under Section 2 (“Purpose of the Offer;
Certain Effects of the Offer; Other Plans”) in the Offer to Purchase is incorporated herein by reference.
(c) The
information about any plans, proposals or negotiations set forth under Section 2 (“Purpose of the Offer; Certain Effects of
the Offer; Other Plans”) and Section 10 (“Interest of Directors, Executive Officers and Other Affiliates; Transactions
and Arrangements Concerning the Shares”) in the Offer to Purchase is incorporated herein by reference.
Item 7. Source and Amount of Funds or Other Consideration.
(a) Information
set forth under Section 8 (“Source and Amount of Funds”) in the Offer to Purchase is incorporated herein by reference.
(b) Not
applicable.
(d) Not
applicable.
Item 8. Interest in Securities of the Subject Company.
(a) The
information set forth under Section 10 (“Interest of Directors, Executive Officers and Other Affiliates; Transactions and Arrangements
Concerning the Shares”) in the Offer to Purchase is incorporated herein by reference.
(b) The
information set forth under Section 10 (“Interest of Directors, Executive Officers and Other Affiliates; Transactions and Arrangements
Concerning the Shares”) in the Offer to Purchase is incorporated herein by reference.
Item 9. Persons/Assets, Retained, Employed, Compensated or Used.
(a) The
information set forth under Section 15 (“Fees and Expenses”) in the Offer to Purchase is incorporated herein by reference.
Item 10. Financial Statements.
Not applicable.
Item 11. Additional Information.
(a) The
information set forth under Section 9 (“Information about GDEV Inc.”), Section 10 (“Interest of Directors,
Executive Officers and Other Affiliates; Transactions and Arrangements Concerning the Shares”), Section 11 (“Effects
of the Offer on the Market for Shares; Registration under the Exchange Act”) and Section 12 (“Legal Matters; Regulatory
Approvals”) in the Offer to Purchase is incorporated herein by reference. To the knowledge of the Company, no material legal proceedings
relating to the tender offer are pending.
(c) The
information set forth in the Offer to Purchase and the Letter of Transmittal, copies of which are filed as Exhibits (a)(1)(A) and
(a)(1)(B) hereto, respectively, as each may be amended or supplemented from time to time, is incorporated herein by reference.
Item 12. Exhibits.
The following exhibits are included or incorporated by reference
in this Schedule TO:
|
Exhibit
No. |
Description |
Incorporation
by Reference |
| |
|
Form |
File Number |
Exhibit
No. |
Filing Date |
| (a)(1)(A)* |
Offer to Purchase, dated August 31, 2026. |
|
|
|
|
| (a)(1)(B)* |
Letter of Transmittal. |
|
|
|
|
| (a)(1)(C)* |
Notice of Guaranteed Delivery. |
|
|
|
|
| (a)(1)(D)* |
Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated August 31, 2026. |
|
|
|
|
| (a)(1)(E)* |
Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated August 31, 2026. |
|
|
|
|
| (a)(2) |
Not Applicable. |
|
|
|
|
| (a)(3) |
Not Applicable. |
|
|
|
|
| (a)(4) |
Not Applicable. |
|
|
|
|
| (a)(5)* |
Press Release, dated August 31, 2026. |
|
|
|
|
| (b) |
Not Applicable. |
|
|
|
|
| (d)(1) |
2021 Employee Stock Option Plan. |
6-K |
001-40758 |
99.1 |
November 19, 2021 |
| (d)(2) |
Amendment to 2021 Employee Stock Option Plan. |
S-8 POS |
333-261757 |
99.3 |
December 1, 2023 |
| (d)(3) |
Sales Agreement, dated September 12, 2024, among the Issuer, Cantor Fitzgerald & Co. and Oppenheimer & Co. Inc. |
6-K |
001-40758 |
1.1 |
September 12, 2024 |
| (d)(4) |
Amended and Restated Memorandum and Articles of Association of the Company. |
6-K |
001-40758 |
3.1 |
August 28, 2026 |
| (d)(5) |
Form of Director and Officer Indemnification Agreement. |
20-F |
001-40758 |
4.9 |
August 27, 2021 |
| (g) |
Not Applicable. |
|
|
|
|
| (h) |
Not Applicable. |
|
|
|
|
| 107* |
Filing Fee Table. |
|
|
|
|
Item 13. Information Required by Schedule 13E-3.
Not Applicable.
SIGNATURE
After due inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: August 31, 2026 |
|
| |
|
| GDEV Inc. |
|
| |
|
| By: |
/s/ Andrey Fadeev |
|
| Name: Andrey Fadeev |
|
| Title: Chief Executive Officer |
|
