V E R M E I L L E & C O

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Strategic Advisory in the Ubisoft Case (2024)

Advice to a significant Ubisoft shareholder (2024) on the risks of undisclosed concerted action, threshold-crossing rules and the compliance of financial disclosure under the Market Abuse Regulation (MAR).

Background

In 2024, concerns emerged over a potential creeping takeover of Ubisoft, amid a backdrop of concentrated governance, limited share liquidity, and growing uncertainty surrounding changes in the company's shareholder base. On October 7, 2024, Ubisoft issued a public statement asserting that no takeover offer was being contemplated. However, this non-binding declaration failed to address market concerns or provide legal certainty.

Shortly beforehand, on September 25, 2024, the company had sharply revised its financial guidance downward—just weeks after having released upbeat forward-looking statements. This abrupt reversal raised serious questions about the credibility of Ubisoft's financial disclosures and its compliance with the EU Market Abuse Regulation (MAR), particularly regarding the timely communication of inside information.

Experience

We advised a significant shareholder on the legal and strategic issues arising from this situation, including the potential existence of undisclosed concerted action, applicable threshold disclosure requirements, and the regulatory obligations related to control transactions and delayed disclosure of inside information. Our engagement reflects our broader practice of protecting shareholder rights in situations involving governance opacity and inadequate market disclosure by listed companies.