8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): March 7, 2008

Glu Mobile Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	001-33368	91-2143667
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
1800 Gateway Drive, Second Floor, San Mateo, California		94404
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: (650) 571-1550

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01 Completion of Acquisition or Disposition of Assets.

On March 7, 2008, Glu Mobile Inc., a Delaware corporation ("Glu"), announced that as of 3:00 p.m. GMT on March 6, 2008, it had received valid acceptances representing approximately 77.69% of the issued share capital of Superscape Group plc ("Superscape") through its recommended cash tender offer for all of the outstanding shares of Superscape (the "Offer"). In addition, Glu holds approximately 3.25% of the issued share capital of Superscape that were acquired through share purchases made on Glu’s behalf by Panmure Gordon and that have been certified as meeting the requirements of Rule 10 of the U.K. City Code on Takeovers and can therefore be counted as valid acceptances. Therefore, as at 3:00 p.m. GMT on March 7, 2008, Glu owned or had received valid acceptances in respect of approximately 80.95 percent of the issued share capital of Superscape.

On March 7, 2008, Glu’s directors announced that all of the conditions of the Offer have been satisfied or waived, and the Offer has been dec lared unconditional in all respects. The Offer will remain open for acceptance until 3:00 p.m. GMT on March 21, 2008. Glu expects to complete the transactions contemplated by the Offer in the second quarter of 2008.

Assuming full acceptance of the Offer, based on 183,098,860 Superscape Shares, Glu would make a maximum aggregate cash payment to Superscape shareholders of approximately £18.3 million, or approximately $36.3 million based on the exchange rate at the close of trading in New York on March 6, 2008.

Settlement of the consideration due under the Offer will be effected on or before March 20, 2008 for Superscape shareholders who have already validly accepted the Offer. Settlement for Superscape shareholders who validly accept the Offer after March 7, 2008 will be effected within 14 days of receipt of their valid acceptance.

Superscape’s board of directors resigned effective March 7, 2008, and L. Gregory Ballard and Albert A. Pimentel, Chief Executive Officer and Chie f Financial Officer, respectively, of Glu, have been appointed as the sole directors of Superscape. Glu will begin consolidating financial results of Superscape effective as of that time, subject to minority interest accounting requirements.

Glu has applied to the UK Listing Authority for the cancellation of listing of Superscape shares on the Official List and to the London Stock Exchange for cancellation of admission to trading of the Superscape shares on its market for listed securities, in each case to take effect on April 20, 2008. Glu intends, as soon as practicable once sufficient acceptances have been received, to apply the provisions of sections 979 to 991 (inclusive) of the Companies Act 2006 to acquire compulsorily all remaining Superscape shares on the same terms as the Offer. Glu also intends to apply for the re-registration of Superscape as a private limited company under the relevant provisions of the Companies Act 2006.

The foregoing description of the Offer is qualified in i ts entirety by reference to the full text of the Announcement of Offer Unconditional in All Respects, a copy of which is filed as Exhibit 2.01 to this report and is incorporated into this Item 1.01 by reference, and to the full text of the Offer Document dated January 25, 2008, a copy of which was filed as Exhibit 2.01 to a Form 8-K filed by Glu on January 25, 2008. A copy of the press release issued by Glu on March 7, 2008 concerning the extension of the offer period of the Offer is filed as Exhibit 99.01 to this report.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statement of Business Acquired.

Glu intends to amend this report to file the required financial statements reflecting the acquisition of Superscape no later than 71 calendar days after the date that this report on Form 8-K must be filed.

(b) Pro Forma Financial Information.

Glu intends to amend this report to file the required financial statements reflecting the acquisition of Superscape no later than 71 calendar days after the date that this report on Form 8-K must be filed.

(d) Exhibits.

2.01 Announcement of Offer Unconditional in All Respects issued by Glu Mobile on March 7, 2008

99.01 Press Release issued by Glu Mobile Inc. on March 7, 2008

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Glu Mobile Inc.
March 7, 2008	By:	/s/ Albert A. Pimentel
		Name: Albert A. Pimentel
		Title: Chief Financial Officer

Exhibit Index

Exhibit No.	Description
2.01	Announcement of Offer Unconditional in All Respects issued by Glu Mobile on March 7, 2008
99.01	Press Release issued by Glu Mobile Inc. on March 7, 2008

EX-2.01

Exhibit 2.01

Not for release, publication or distribution in whole or in part in, into or from any jurisdiction
where to do so would constitute a violation of the relevant laws of such jurisdiction.
Shareholders are advised to read the full text of this announcement.

RECOMMENDED CASH OFFER

by

GLU MOBILE INC.

for

SUPERSCAPE GROUP PLC

OFFER UNCONDITIONAL IN ALL RESPECTS

Highlights:

- valid acceptances received in respect of approximately 81 per cent. of
Superscape Shares

- offer declared unconditional in all respects

- offer open for acceptances until 21 March 2008

- cancellation of Superscape Shares’ listing and admission to trading
expected to take effect on 8 April 2008 following immediate application
to the UKLA

- settlement of consideration on or before 20 March 2008 for existing valid
acceptances

Detail:

On 25 January 2008, Glu Mobile Inc. (Glu), made a recommended cash offer for the entire issued share capital of Superscape Group plc (Superscape).

The directors of Glu are pleased to announce that, as at 3.00 p.m. (London time) on 6 March 2008, valid acceptances of the Offer had been received in respect of a total of 142,257,111 Superscape Shares, representing approximately 77.69 per cent. of the existing issued share capital of Superscape. On 23 January 2008, the directors of Glu announced that they had received irrevocable undertakings and a letter of intent to accept the Offer in respect of 62,186,230 Superscape Shares, representing approximately 33.96 per cent. of the existing issued share capital of Superscape. Valid acceptances have been received in respect of all of these Superscape Shares and these are reflected in the total above. In addition, Glu holds 5,965,212 Superscape Shares, representing 3.25 per cent. of the existing issued share capital of Superscape, that were acquired through share purchases made on Glu’s behalf by Panmure Gordon since posting of the Offer Document, and that have been certified as meeting the requirements of Rule 10 of the Code and can therefore be counted as valid acceptances under the Offer.

Therefore, as at 3:00 p.m. (London time) on 6 March 2008, Glu owned or had received valid acceptances in respect of a total of 148,222,323 Superscape Shares, representing approximately 80.95 per cent. of the existing issued share capital of Superscape. The directors of Glu are pleased to announce that all of the conditions of the Offer have now been satisfied or waived. Accordingly, the Offer has been declared unconditional in all respects.

The Offer will remain open for acceptance until 15:00 (London time) on 21 March 2008.

Superscape Shareholders who have not yet accepted the Offer and who hold Superscape Shares in certificated form are urged to complete, sign and return the Form(s) of Acceptance by hand (during normal business hours) or by post as soon as possible, and no later than 3:00 p.m. on 21 March 2008, to Capita Registrars at Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU. Additional Forms of Acceptance are available from Capita Registrars, by telephoning 0871 664 0321 from within the UK or +44 20 9639 3399 if calling from outside the UK. Calls to the 0871 664 0321 number cost 10 pence per minute (including VAT) plus your service provider’s network extras. Calls to the helpline from outside the UK will be charged at applicable international rates. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Offer nor give any financial, legal or tax advice. If you hold your Superscape Shares in uncertificated form (that is, in CREST) you are urged to accept the Offer by TTE Instruction as soon as possible.

Settlement of the consideration due under the Offer will be effected on or before 20 March 2008 for Superscape Shareholders who have already validly accepted the Offer. Settlement for Superscape Shareholders who validly accept the Offer after the date of this announcement will be effected within 14 days of receipt of their valid acceptance.

Application will be made to the UK Listing Authority for the cancellation of listing of the Superscape Shares on the Official List and to the London Stock Exchange for cancellation of admission to trading of the Superscape Shares on its market for listed securities, in each case to take effect on 8 April 2008, which is 20 business days following the date of this announcement.

Glu intends, as soon as practicable once sufficient acceptances have been received, to apply the provisions of sections 979 to 991 (inclusive) of the Companies Act 2006 to acquire compulsorily all remaining Superscape Shares on the same terms as the Offer.

Glu also intends to apply for the re-registration of Superscape as a private limited company under the relevant provisions of the Companies Act 2006.

Terms used in this announcement shall have the meaning given to them in the Offer Document dated 25 January 2008, unless the context requires otherwise.

ENQUIRIES

Glu Mobile Inc.
Nicole Kennedy	+1 650 571 1550
Lazard (financial adviser to Glu Mobile Inc.)
Cyrus Kapadia Jeffrey Sechrest Terence Fung	+44 (0) 20 7187 2000 +1 212 632 6000 +1 415 623 5000
The Blueshirt Group (PR adviser to Glu Mobile Inc.)	+1 415 623 5000
Todd Friedman	+1 415 217 5869
Superscape Group plc	+1 949 940 2840
Kevin Roberts Dave Goodman
Close Brothers (financial adviser to Superscape Group plc)	+44 (0) 20 7655 3100
Simon Willis James Craven
Hudson Sandler (PR adviser to Superscape Group plc)	+44 (0) 20 7796 4133
Jessica Rouleau

FURTHER INFORMATION

For further information on Glu and Superscape, please see www.glu.com and www.superscape.com, respectively.

This announcement does not constitute, or form part of, an offer or solicitation of any offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Offer or otherwise. The Offer will be made solely by the Offer Document and the Form of Acceptance, which contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. Any acceptance or other response to the Offer should be made on the basis of the information in the Offer Document and the Form of Acceptance.

The availability of the Offer to persons who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located. Persons who are not resident in the United Kingdom should inform themselves about, and observe, any applicable legal or regulatory requirements.

The release, publication or distribution of this announcement in jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the UK should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable requirements may constitute a violation of the securities laws of any such jurisdiction. This announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the UK.

Any person (including, without limitation, any custodian, nominee or trustee) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward this announcement and/or the Offer Document and/or any other related document to any jurisdiction outside the UK should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.

Copies of this announcement are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any jurisdiction other than the UK and the USA and persons receiving this announcement (including, without limitation, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any jurisdiction other than the UK and the USA.

Further details in relation to overseas shareholders are contained in the Offer Document.

Lazard is acting exclusively as financial adviser to Glu and no one else in connection with the Offer and this announcement and will not be responsible to anyone other than Glu for providing the protections afforded to clients of Lazard, nor for providing advice in connection with the Offer or this announcement or any matter referred to in this announcement.

Close Brothers is acting exclusively as financial adviser to Superscape and no one else in connection with the Offer and this announcement and will not be responsible to anyone other than Superscape for providing the protections afforded to clients of Close Brothers, nor for providing advice in connection with the Offer or this announcement or any matter referred to in this announcement.

Exhibit 99.01
FOR IMMEDIATE RELEASE

Glu Declares Tender Offer to Acquire Superscape Unconditional in All Respects

SAN MATEO, Calif., March 7, 2008 – Glu Mobile Inc. (“Glu”) (NASDAQ: GLUU) today announced that as of 3:00 p.m. GMT on March 6, 2008 it had received valid acceptances representing approximately 81% of the issued share capital of Superscape Group plc (“Superscape”) through its tender offer (the “Offer”). Accordingly, as of 8:00 a.m. GMT on March 7, 2008, Glu declared the Offer unconditional in all respects and will now proceed to consummate the purchase of this ownership interest in Superscape and to apply to the UK Listing Authority for the delisting of Superscape shares. The transaction values Superscape at approximately $36 million, or $25 million when accounting for the $11 million of cash and equivalents held on Superscape’s balance sheet as of October 31, 2007.

Greg Ballard, president and chief executive officer of Glu, commented, “We’re delighted to have declared the tender offer unconditional and to have formally joined forces with Superscape and its talented management and employees. Indeed, Superscape’s numerous positive and unique attributes will complement and bolster Glu’s already strong market position in the mobile games market. We’re excited to move forward.”

Glu’s objective is to reach 100% acceptance of the Offer. As indicated above, Glu currently has approximately 81% of the issued share capital of Superscape. Glu expects that percentage to increase over the next few weeks, either through continued acceptances of the offer or through open market purchases. The Offer will remain open for acceptances until 3:00 p.m. GMT on March 21, 2008. Glu will continue with open market purchases up to and until the application to delist the Superscape shares is approved, which is currently expected on April 8, 2008. If and when Glu reaches 90% of the issued share capital of Superscape, it intends to acquire compulsorily all remaining Superscape shares on the same terms as the Offer.

Superscape’s contribution to Glu’s consolidated results will depend, in part, on both the timing and extent of further acceptances and timing and extent of open market purchases. Accordingly, Glu will provide guidance regarding the impact of the acquisition following market close on March 24, 2008, the business day following the conclusion of the acceptance period.

Transaction Details
On January 25, 2008, Glu made a recommended cash offer of 10 pence per share for Superscape’s issued share capital. The offer is being conducted under the terms of the U.K. City Code on Takeovers and Mergers (the “Code”). The purchase of Superscape shares in the Offer will be funded out of Glu’s existing cash resources. At the time it commenced the Offer, Glu had received irrevocable undertakings and a letter of intent from Superscape shareholders representing, in aggregate, approximately 34% of Superscape’s issued share capital. All of these shareholders have now tendered their acceptance of the Offer.

Consistent with the Code, the Offer will remain open for acceptance until 3:00 p.m. GMT on March 21, 2008, which is 14 calendar days following the date of this announcement. Immediate application will be made to the UK Listing Authority for the cancellation of listing of the Superscape shares on the Official List and to the London Stock Exchange for cancellation of admission to trading of the Superscape shares on its market for listed securities, in each case to take effect on April 8, 2008, which is 20 business days following the date of this announcement. Glu also intends to apply for the re-registration of Superscape as a private limited company under the relevant provisions of the Companies Act 2006.

Glu intends, as soon as practicable once sufficient acceptances have been received, to apply the provisions of sections 979 to 991 (inclusive) of the Companies Act 2006 to acquire compulsorily all remaining Superscape Shares on the same terms as the Offer.

About Glu
Glu (NASDAQ:GLUU) is a leading global publisher of mobile games. Its portfolio of top-rated games includes original titles Super K.O. Boxing!, Stranded and Brain Genius, and titles based on major brands from partners including Atari, Activision, Konami, Harrah’s, Hasbro, Warner Bros., Microsoft, PlayFirst, PopCap Games, SEGA and Sony. Founded in 2001, Glu is based in San Mateo, Calif. and has offices in London, France, Germany, Spain, Italy, Hong Kong, China, Sao Paulo and Chile. Consumers can find high-quality, fresh entertainment created exclusively for their mobile phones wherever they see the ‘g’ character logo or at www.glu.com.

About Superscape
Superscape is the world’s leading publisher of 3D mobile games. Superscape is quoted on the London Stock Exchange and has corporate offices in San Clemente, California (USA) and Fleet, Hampshire (UK), together with a development and production facility in Moscow.

This news release contains certain forward-looking statements with respect to the plans, objectives and expected performance of Superscape and Glu. Such statements relate to events and depend on circumstances that will occur in the future and are subject to risks, uncertainties and assumptions. There are a number of factors which could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements including, among others, the risk that the offer is not consummated in a timely manner (if at all); the risk that Glu does not ultimately obtain 100% ownership of Superscape; the risk that the anticipated benefits of the combination of the Glu and Superscape businesses will not materialize; the enactment of legislation or regulation that may impose costs or restrict activities; the re-negotiation of contracts or licenses; risks regarding the loss of key wireless carrier customers or subscribers; risks relating to the integration of the businesses of Glu and Superscape including that such integration efforts may result in unforeseen operating difficulties and expenditures; risks related to the diversion of management’s attention from ongoing business operations as a result of the offer process; risks relating to employee retention; fluctuations in demand and pricing in the mobile industry; fluctuations in exchange controls; changes in government policy and taxations; industrial disputes; war and terrorism. This list is not exhaustive of the factors that may affect the forward-looking information. These and other factors should be considered carefully and undue reliance should not be placed on such forward-looking information. Although this announcement has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ materially from those anticipated, estimated or intended and therefore there can be no assurance that forward-looking statements will prove accurate. Forward-looking statements contained in this news release in respect of Superscape and/or Glu are made as of the date of this news release based on the opinions and estimates of management. Subject to requirements to update under any applicable regulation or law, Superscape and Glu disclaim any obligation to update any forward-looking statements, whether as a result of new information, estimates or opinions, future events, results or otherwise. Information on some risks and uncertainties are described in the “Risk Factors” section of Glu’s Form 10-Q for the quarter ended September 30, 2007, filed with the U.S. Securities and Exchange Commission on November 14, 2007. Copies of the Form 10-Q are available from Glu’s web page at www.glu.com.

For a further list and description of such risks and uncertainties, see the reports filed by Glu with the U.S. Securities and Exchange Commission. Glu disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

This news release does not constitute, or form part of, an offer or solicitation of any offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the offer or otherwise. The offer will be made solely by means of the formal offer document and the related form of acceptance accompanying the formal offer document, which contains the full terms and conditions of the offer, including details of how the offer may be accepted. Any acceptance or other response to the offer should be made on the basis of the information in the formal offer document and the related form of acceptance.

The availability of the offer to Superscape shareholders who are not resident in the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the U.K. should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable requirements may constitute a violation of the securities laws of any such jurisdiction. Further details in relation to overseas shareholders are contained in the formal offer document.

Glu has filed a Form 8-K with the United States Securities and Exchange Commission (the “SEC”) containing the Announcement of Recommended Cash Offer and other relevant materials related to the proposed acquisition of Superscape by Glu. The Form 8-K and any other documents filed by Glu with the SEC may be obtained free of charge at the SEC’s web site at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed by Glu with the SEC by contacting Nicole Kennedy, Glu’s Senior Director of Global Public Relations, at (650) 532-2488. Investors and security holders of Superscape are urged to read the Announcement for Recommended Cash Offer and the other relevant materials before making any voting or investment decision with respect to the offer because they contain important information about Glu, Superscape and the offer.

###

GLU MOBILE, GLU, SUPER K.O. BOXING!, STRANDED, BRAIN GENIUS and the ‘g’ character logo are trademarks of Glu Mobile.

CONTACT:
Glu Mobile
Nicole Kennedy, 650-532-2488 (Media)
nicole.kennedy@glu.com

or

The Blueshirt Group
Todd Friedman, 415-217-7722 (Investor Relations)
todd@blueshirtgroup.com
Stacie Bosinoff, 415-217-7722 (Investor Relations)
stacie@blueshirtgroup.com