ATARI : Atari SA announces new shareholders to replace BlueBay Funds

     ATARI : Atari SA announces new shareholders to replace BlueBay Funds

         Atari SA announces new shareholders to replace BlueBay Funds

 Company supports the proposed acquisition of the BlueBay Funds' interests in
 the Atari group by a long-time videogame professional and a fund advised by
                             Alden Global Capital

    This transaction results in changes of directors and in the management

On the basis of extensions of maturity and new facilities, Atari SA and Atari
  Europe SAS, which remain in a difficult position, have decided to withdraw
           their requests for the opening of a safeguard in France.

Paris - February 5, 2013.

Atari SA (the "Company")  has been informed by  its main shareholder and  sole 
lender, The  BlueBay Value  Recovery (Master)  Fund Limited,  and The  BlueBay 
Multi-Strategy (Master) Fund Limited, which together hold c. 29% of the shares
and voting rights in the Company on a non-diluted basis and c. 63% on a  fully 
diluted basis (together "BlueBay"),  that BlueBay has agreed  to enter into  a 
binding agreement for  the acquisition of  all of BlueBay's  interests in  the 
Atari group presented by Ker Ventures, LLC ("Ker Ventures"), a holding company
ultimately  controlled  by  Mr.  Frédéric  Chesnais,  a  long-time   videogame 
professional and  former CEO  of  Atari Interactive,  Inc., and  Alden  Global 
Capital on  behalf of  Alden Global  Value Recovery  Master Fund,  L.P.  (such 
investment fund, the "Alden Fund") (the "Offer").

With the filing for Chapter 11 of  its US operations on January 21, 2013,  and 
the filing for bankruptcy  (liquidation judiciaire avec poursuite  d'activité) 
of Eden Games SARL,  its French subsidiary, on  January 29, 2013, the  Company 
sees an opportunity to protect its business and it welcomes the Offer.

The Offer:

a.Ker Ventures

Ker Ventures, or any affiliates, will acquire from BlueBay 7,451,122  ordinary 
Atari shares and 291,600 New ORANEs 2009 (giving access to 5,528,736  ordinary 
Atari shares). At  closing, Ker  Ventures will hold  7,451,122 ordinary  Atari 
shares representing 25.23%  of Atari's share  capital and voting  rights on  a 
non-diluted basis, and  potentially, with  the New  ORANEs 2009,  18.96% on  a 
fully diluted basis.

The aggregate consideration to be paid by Ker Ventures for such securities  is 
EUR 400.

Ker Ventures also agreed, following completion of the transaction, to postpone
the payment of any interest  payable under the 291,600  New ORANEs 2009 to  be 
purchased from BlueBay until  the earlier of September  30, 2013 and a  period 
expiring thirty (30) days after the expiry of the US Proceeding.

Given the urgency of the situation, Ker Ventures agreed to grant a EUR 250,000
short term cash financing to Atari  SA, without waiting for the completion  of 
the transaction.

b.The Alden Fund

The Alden Fund will acquire:

(i)     the  Senior Loan  of c. EUR21  million and  the related  security 
package, pursuant to a transfer of the credit facility agreement entered  into 
between The BlueBay Value Recovery (Master) Fund Limited, Atari Europe SAS and
the Company  (the "Credit  Facility"). To  financially express  Ker  Ventures' 
commitment to the recovery of the Atari Group, Ker Ventures also committed  to 
provide a minority investment for the purchase of the Credit Facility and  the 
related security package, in  exchange for a  minority beneficial interest  in 
such Credit Facility.

(ii)  the remaining mandatory  convertible debt instruments held by  BlueBay, 
being 342,095 ORANEs 2009 (giving access to 10,019,963 ordinary Atari shares),
152,636 ORANEs  2010 (giving  access  to 4,028,064  shares), and  795,023  New 
ORANEs 2009 (giving access to 15,073,636 ordinary Atari shares), as well as  a 
residual direct equity stake in Atari (the remaining 1,165,176 ordinary  Atari 
shares held  by BlueBay),  representing  3.95% of  Atari's share  capital  and 
voting rights on a non-diluted basis,  and potentially, with the ORANEs  2009, 
New ORANEs 2009 and ORANEs 2010, 44.2% on a fully diluted basis.

Prior to the closing  of this transaction,  in the context  of the Chapter  11 
proceedings opened in the United States, the Alden Fund has made available  to 
the Atari  group's  US  subsidiaries  (Atari  Inc.,  Atari  Interactive  Inc., 
California US Holding, Inc. and Humongous, Inc.) a debtor in possession  (DIP) 
cash financing of USD  5 million in favorable  terms given such  subsidiaries' 
financial situation, which replaced the  debtor in possession (DIP)  financing 
previously  made  available  by  another  lender  to  the  Atari  group's   US 
subsidiaries as  announced  on  January  21, 2013.  The  US  Bankruptcy  court 
approved this financing in a signed order  dated January 25, 2013. As part  of 
the debtor in possession (DIP) cash financing, the Alden Fund made an  initial 
USD 2 million  loan to the  Atari group's US  subsidiaries. The remaining  USD 
3million will  be available  to such  subsidiaries upon  the satisfaction  of 
additional conditions, including the entry of a final order at a court hearing
to be held on February 14, 2013.  Information filed in connection with the  US 
Chapter 11 proceedings, which notably includes a 13-week budget projection  of 
the US subsidiaries of the Company,  the debtor in possession financing  order 
and the subsidiaries' Top 30 unsecured creditors, is available on the  website 
of the  US proceedings  at  the following  link:;  Case  # 

Following completion of the transaction, the Alden Fund has already agreed  to 
support the Company by extending the maturity of the Credit Facility Agreement
and to forbear from requesting interest payments at this point until July  25, 
2013, which is also  the maturity date  of the DIP  financing. It is  believed 
that, by then, the outcome  of the Chapter 11  proceedings will be known.  The 
Alden Fund also agreed to postpone  the payment of any interest payable  under 
the 342,095 ORANEs 2009, the 795,023  New ORANEs 2009, and the 152,636  ORANEs 
2010 until the earlier of September 30, 2013 and a period expiring thirty (30)
days after the expiry of the US Proceeding.

Alden Global Capital,  on behalf  of the Alden  Fund, indicated  that it  only 
intends to act as a financing party in this transaction and does not intend to
participate  in  the  board  and/or   the  management  of  the  Atari   group. 
Furthermore, Alden Global Capital said that, although it reserves its lender's
rights to act as it best sees fit to protect its investment, it intends to  be 
supportive of  the actions  the Company  takes to  maximize value  during  the 
course of the various proceedings. However, given that neither the Alden  Fund 
nor Alden Global Capital has any control over the bankruptcy proceeding, there
is no guarantee as to the Company's future prospects.

The execution of  the final  binding documentation  for the  purposes of  this 
transaction shall  take place  on February  5, 2013,  and the  closing of  the 
transfer of the  BlueBay's interests is  expected to take  place within a  few 
days after.

There is no shareholders agreement nor voting undertaking between Ker Ventures
and the Alden Fund, which have declared not to be acting in concert  vis-à-vis 
Atari and their respective investments  described above. Each of Ker  Ventures 
and the Alden  Fund will remain  fully free to  determine how to  vote in  the 
shareholders meeting of the Company, as well as how and when to dispose of its
interests in the Company.

The completion of the transaction contemplated  in the Offer will not  trigger 
any obligation on Ker Ventures  and/or on the Alden  Fund to file a  mandatory 
public offer pursuant to applicable laws and regulations.

Approval by the Atari Board and change of directors

The Board  of the  Company met  on Friday  February 1,  2013 to  review  these 
developments, and approve these  proposals and this  course of action  (during 
which The BlueBay Value  Recovery (Master) Fund Limited,  being a director  of 
the Company, was excused from participating in such deliberations and approval
in accordance with the Board's procedures  for the management of conflicts  of 
interest). It took note of  the terms and conditions of  the Offer and of  Ker 
Ventures' intention to provide its expertise to support the development of the
Atari group.  Accordingly,  the  Board  approved  and  welcomed  the  proposed 
acquisition of BlueBay's  interests in  Atari by  Ker Ventures  and the  Alden 
Fund, as well as the favorable DIP financing made available by the Alden  Fund 
in the US bankruptcy proceedings.

The Board also  took note  of the resignation  of The  BlueBay Value  Recovery 
(Master) Fund Limited,  represented by Mr.  Gene Davis, from  its position  as 
director and thanked BlueBay  for the support provided  to the Company  during 
BlueBay's period of investment. Mr.Jim Wilson, who was named CEO of Atari  SA 
following BlueBay's announcement of its intention to sell its shares in  2010, 
has presented his resignation as CEO and director of Atari SA. Mr. Wilson will
continue in his role as CEO of Atari,  Inc., a position that he has also  held 
since 2008, in order to  focus his activity on  the Chapter 11 proceedings  in 
the US and running  the day-to-day business. The  Board thanks Mr. Wilson  for 
his role  in identifying  an investor  to replace  BlueBay over  the last  two 
years, the transformation  of the  business to  digital and  mobile games  and 
licensing, two years of positive current operating income as at March 31, 2012
and staying at  the helm  of the Company  during the  most recent  challenging 

The Board resolved to appoint by cooptation Mr. Frédéric Chesnais and Mr. Erik
Euvrard (independent member) as new directors  of the Company. The Board  also 
resolved to appoint Mr. Frédéric Chesnais to the position of CEO of Atari  SA. 
Mr. Frédéric Chesnais has accepted this position for a nominal compensation of
EUR 1,000 monthly payable at the  termination of the US bankruptcy  procedure. 
Upon closing of the transaction which  results in Ker Ventures holding  25.23% 
of the Company's share capital, the  Board has resolved to elect Mr.  Chesnais 
as Chairman. Following this  appointment and the  closing of the  transaction, 
the Board shall  be composed Frédéric  Chesnais (Chairman and  CEO), Frank  E. 
Dangeard (independent director,  Chair of the  Audit committee), Erik  Euvrard 
(independent  director),  Alexandra  Fichelson  and  Tom  Virden  (independent 
director, Chair of the Nomination and Remuneration Committee).

Course of action going forward

The Board and the management will review  the situation of the Atari group  in 
more detail,  assess and  seek  to obtain  the  financing needed  for  ongoing 
operations and  work  closely  with  the  Atari  group's  US  subsidiaries  in 
reviewing  the  options  available  to  them  under  the  pending  Chapter  11 
proceedings. The management will  keep the markets  regularly informed of  the 
changes in the Company's situation and of major decisions taken.

Since most of  the employees  and valuable assets  are located  in the  United 
States, the  outcome of  the US  bankruptcy procedure  will be  of  particular 
importance to the Company. Management expects to have a better appreciation of
the outcome  of  this proceeding  within  the next  6  months and  before  the 
maturity date of the DIP financing on July 25, 2013.

On the basis of the extension of the maturity of the Credit Facility, and  the 
waiver of any events of default resulting  from the opening of the US  Chapter 
11 proceedings, Atari SA and Atari  Europe SAS have decided to withdraw  their 
requests for the opening of a safeguard in France.

Given the short  timing of  these events, in  light of  the limited  resources 
available,  the  Company  was  unable  to  continue  to  support  its   French 
subsidiary, Eden Games SARL. The Board took note that the manager (gérant)  of 
Eden Games  SARL filed  for  receivership and  the  Commercial Court  of  Lyon 
initiated a  bankruptcy  on  January 29,  2013  (liquidation  judiciaire  avec 
poursuite d'activité). In France, Atari SA has now 4 employees and Eden Games,
19 employees.

Despite these developments, the  Company remains in  a difficult position.  No 
assurances can be made at this point regarding any potential recoveries to the
existing shareholders.

"Despite the  entry of  new shareholders  and financial  support, the  Company 
finds itself in a delicate and complex  situation. But when I heard about  the 
news, I did not hesitate a second." indicated Frédéric Chesnais. "I made  this 
move because I love the team, I know about games, I love the brand and in  the 
past we have all spent nights and days to make it shine. We will work as  hard 
as we can to review each option  available and seek to obtain, going  forward, 
the financing needed for  Atari S.A. and  for the Atari  Group in the  current 
circumstances. I am just given  a few weeks to put  the Company back on  track 
and I have to give it a try".

The Company intends to resume the flotation of all Company's listed securities
after the publication of its revenues for the quarter ended December 31,  2012 
and after the first hearings of the US proceedings, which will be decisive for
the perspective of the group, in order to previously provide the  shareholders 
with the most accurate information. The  resumption of the flotation may  take 
place within a 4 to 6-week period, with a 48-hour prior announcement.

About Ker Ventures and Frédéric Chesnais
Ker Ventures is an affiliate of Ker Ventures, LLC, a limited liability company
organized under the laws  of the State of  Delaware, ultimately controlled  by 
Frédéric Chesnais.  Frédéric  Chesnais  has  a very  long  background  in  the 
videogame industry. He was the  Chief Executive Officer of Atari  Interactive, 
as well as the  Chief Financial Officer and  Deputy-Operating Officer for  the 
Atari Group. In that capacity, he has participated in the creation and  launch 
of many games.

The strategy  of Ker  Ventures, his  personal holding,  is to  facilitate  the 
creation and promotion of any  form of interactive entertainment.Through  Ker 
Ventures, Frédéric  Chesnais  has  been the  primary  investor  and  executive 
producer of many entertainment projects.

About Atari, SA
Atari ( is  a multi-platform,  global interactive  entertainment 
and licensing  company. The  original innovator  of video  gaming, founded  in 
1972, Atari  owns  and/or manages  a  portfolio of  more  than 200  games  and 
franchises, including  world  renowned  brands  like  Asteroids®,  Centipede®, 
Missile Command®,  Pong®,  Test  Drive®, Backyard  Sports®  and  RollerCoaster 
Tycoon®.  Atari  capitalizes  on  these  powerful  properties  by   delivering 
compelling games online  (i.e. browser,  Facebook® and  digital download),  on 
smartphones and tablets and other connected devices. The Company also develops
and  distributes  interactive  entertainment  for  video  game  consoles  from 
Microsoft, Nintendo  and Sony.  As a  licensor, Atari  extends its  brand  and 
franchises into other media, merchandising and publishing categories. For more


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Atari SA announces new shareholders to replace BlueBay Funds


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