GDEV Inc., a British Virgin Islands-registered company, announced a cash tender offer on August 31, 2026, inviting shareholders to sell up to $20 million worth of its ordinary shares. The offer sets the purchase price at $11.03 per share, reflecting the trailing volume-weighted average price over the 10 trading days ending August 28, 2026. This corresponds to a maximum of 1,813,236 shares available for repurchase.
The offer will remain open until 5:00 p.m. Eastern Time on September 28, 2026, unless extended at the discretion of GDEV. Shareholders may withdraw their tendered shares prior to the expiration date or, if not accepted for payment, any time after 5:00 p.m. Eastern on October 28, 2026. The company reserves the right to accept or reject shares on a prorated basis and may purchase more or fewer shares than initially contemplated, subject to applicable laws.
The GDEV board has approved the tender offer, viewing it as a judicious use of the company’s financial resources, considering its current capitalization, cash position, and operational outlook. The board sees the offer as a balanced approach to returning capital to shareholders seeking liquidity, while allowing remaining investors to participate in GDEV’s future growth prospects.
The offer is not contingent on financing but is subject to other customary conditions outlined in the Offer to Purchase and Letter of Transmittal documents, which shareholders are encouraged to review carefully. Neither GDEV, its board, the Depositary—Continental Stock Transfer & Trust Company—nor the Information Agent, D.F. King & Co., Inc., is providing a recommendation on whether to tender shares. Shareholders are advised to consult with their financial or tax advisors before participating.
Payments for shares validly tendered and accepted will be made only after required documentation is received, including proper transfer confirmation through the Depositary’s accounts. GDEV will not pay interest on the purchase price, even if payment is delayed. The offer may be extended by GDEV, with any extension publicly announced by 9:00 a.m. Eastern on the following business day after the prior expiration date.
The tender offer is a taxable event for U.S. shareholders, and individual tax consequences will vary. The Offer to Purchase includes a section detailing the relevant U.S. federal income tax considerations, as well as information for non-U.S. shareholders.
GDEV has filed the necessary documentation related to the tender offer with the U.S. Securities and Exchange Commission, including an Issuer Tender Offer Statement on Schedule TO. The company cautions that shareholders subject to sanctions in any jurisdiction may be prohibited from participating.
Shareholders seeking further information or assistance may contact the Information Agent, D.F. King & Co., Inc., via phone or email. Additional documentation, including the Offer to Purchase and Letter of Transmittal, will be provided to shareholders, brokers, dealers, and financial institutions holding shares on behalf of investors.