STOCKHOLM, April 6, 2021 /PRNewswire/ -- On February 3, 2021 Embracer Group AB (the "Company"
or "Embracer Group") and its subsidiaries entered into agreements
regarding the acquisition of Aspyr, Easybrain and Gearbox
Entertainment, which was announced through press releases on
February 3, 2021 (the
"Transactions"). The aggregated day one purchase price for the
Transactions amounts to approximately SEK
9.3 billion in total, on a cash and debt free basis.
Approximately SEK 2.5 billion is paid
in cash and approximately SEK 6.8
billion is paid in newly issued B shares of the Company. A
maximum additional consideration amounting to SEK 12.5 billion on an aggregated basis can be
paid, subject to fulfilment of agreed financial and operational
milestones, during a period of up to 7 years. The additional
consideration comprises a maximum of approximately SEK 7.0 billion to be paid in cash and
approximately SEK 5.5 billion to be
paid in B shares of the Company. The price per share issued as day
one purchase price and additional consideration corresponds to the
volume weighted average price per Embracer B share at Nasdaq First
North Growth Market during 20 trading days preceding (but not
including) the date of the signing of the agreements for the
Transactions, i.e., SEK 197.57 ("VWAP
20").
All conditions for the Transactions have now been fulfilled
and the Transactions are consequently completed.
Completion of the Transactions
All conditions for the Transactions, including regulatory approvals
such as merger control clearance, have now been fulfilled and the
Transactions are consequently completed.
The aggregate day one purchase price of approximately
SEK 9.3 billion on a cash and debt
free basis has today been paid through a cash payment of
approximately SEK 2.5 billion and
through issuance of 34,348,903 B
shares, corresponding to a value of approximately SEK 6.8 billion. Furthermore, an additional
5,313,559 B shares have been issued
today as part of the additional consideration, corresponding to a
value of approximately SEK 1.05
billion. These additional consideration shares are subject
to claw back rights and lock-up restrictions.
A maximum of 22,465,744 B shares
may be issued in the future as additional consideration subject to
fulfilment of certain targets. Thereby the total number of shares
that can be paid as additional consideration amounts to a maximum
of 27,779,303 B shares provided that
all targets for payment of the additional consideration are
met.
In total 39,662,462 B shares have
been issued today, meaning that the number of shares in Embracer
Group increases from 460,825,448 to 500,487,910 shares (divided on
33,399,137 A shares and 467,088,773 B
shares), and that the number of votes increases from 761,417,681 to
801,080,143. The share issued today lead to a dilution of
approximately 7.92 percent of the share capital and approximately
4.95 percent of the votes in Embracer Group based on the number of
shares and votes in Embracer Group following completion of the
Transactions and issuance of 39,662,462
B shares.
Through the Transactions, Embracer Group may in aggregate issue
(including additional consideration shares) a total of 62,128,206 B shares, meaning that the number of
shares in Embracer Group can increase from 460,825,448
to522,953,654 shares (divided on 33,399,137 A shares and
489,554,517 B shares), and that the
number of votes can increase from 761,417,681 to 823,545,887.
All shares issued today and that may be issued in the future,
are issued at a price of SEK 197.57
per B share, corresponding to VWAP 20.
The Transactions will, if all additional consideration shares
are issued, lead to a dilution of approximately 11.88 percent of
the share capital and approximately 7.54 percent of the votes in
Embracer Group based on the number of shares and votes in Embracer
Group following completion of the Transactions and issuance of all
additional consideration shares.
The acquired companies will be consolidated into Embracer
Group's consolidated financial statements as of April 1, 2021.
For further information on the Transactions, reference is made
to the press releases announced on February, 3 2021, and the
presentations about the Transactions available at Embracer Group's
website.
Advisers
Ernst & Young AB is providing transaction support and Baker
McKenzie is acting as legal counsel to Embracer in connection with
the Transactions.
For more information, please contact:
Lars Wingefors, Co-founder and Group CEO Embracer Group AB
(publ)
Tel: +46 708 47 19 78
E-mail: lars.wingefors@embracer.com
Beatrice Forsgren, Head of Brand
and Communication Embracer Group AB (publ)
Tel: +46 704 52 57 63
E-mail: beatrice.forsgren@embracer.com
About Embracer Group:
Embracer Group is the parent company of businesses developing and
publishing PC, console and mobile games for the global games
market. The Group has an extensive catalogue of over 240 owned
franchises, such as Saints Row, Goat Simulator, Dead Island,
Darksiders, Metro, MX vs ATV, Kingdoms of Amalur, TimeSplitters,
Satisfactory, Wreckfest, Insurgency, World War Z and Borderlands,
amongst many others.
With its head office based in Karlstad, Sweden, Embracer Group has a global presence
through its eight operative groups: THQ Nordic GmbH, Koch Media
GmbH/Deep Silver, Coffee Stain AB, Amplifier Game Invest, Saber
Interactive, DECA Games, Gearbox Entertainment and Easybrain. The
Group has 63 internal game development studios and is engaging more
than 7000 employees and contracted employees in more than 40
countries.
Embracer Group's shares are publicly listed on Nasdaq First
North Growth Market Stockholm under the ticker EMBRAC B with FNCA
Sweden AB as its Certified Adviser; info@fnca.se +46-8-528 00
399.
Subscribe to press releases and financial information:
https://embracer.com/investors/subscription/
For more information, please
visit: https://www.embracer.com
Important information
The release, announcement or distribution of this press release
may, in certain jurisdictions, be subject to restrictions. The
recipients of this press release in jurisdictions where this press
release has been published or distributed shall inform themselves
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release is responsible for using this press release, and the
information contained herein, in accordance with applicable rules
in each jurisdiction. This press release does not constitute an
offer, or a solicitation of any offer, to buy or subscribe for any
securities in the Company in any jurisdiction, neither from
Embracer group nor from someone else.
This announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Company's shares. Any
investment decision regarding the Company's shares must be made on
the basis of all publicly available information relating to the
Company and the Company's shares. The information contained in this
announcement is for background purposes only and does not purport
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or completeness. This announcement does not constitute a
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of the business and data described in this announcement and
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can go down as well as up. Past performance is not a guide to
future performance.
Forward-looking statements
This press release contains forward-looking statements that reflect
the Company's intentions, beliefs, or current expectations about
and targets for the Company's future results of operations,
financial condition, liquidity, performance, prospects, anticipated
growth, strategies and opportunities and the markets in which the
Company operates. Forward-looking statements are statements that
are not historical facts and may be identified by words such as
"believe", "expect", "anticipate", "intend", "may", "plan",
"estimate", "will", "should", "could", "aim" or "might", or, in
each case, their negative, or similar expressions. The
forward-looking statements in this press release are based upon
various assumptions, many of which are based, in turn, upon further
assumptions. Although the Company believes that the expectations
reflected in these forward-looking statements are reasonable, it
can give no assurances that they will materialize or prove to be
correct. Because these statements are based on assumptions or
estimates and are subject to risks and uncertainties, the actual
results or outcome could differ materially from those set out in
the forward-looking statements as a result of many factors. Such
risks, uncertainties, contingencies and other important factors
could cause actual events to differ materially from the
expectations expressed or implied in this release by such
forward-looking statements. Embracer does not guarantee that the
assumptions underlying the forward-looking statements in this press
release are free from errors and readers of this press release
should not place undue reliance on the forward-looking statements
in this press release. The information, opinions and
forward-looking statements that are expressly or implicitly
contained herein speak only as of its date and are subject to
change without notice. Neither Embracer nor anyone else undertake
to review, update, confirm or to release publicly any revisions to
any forward-looking statements to reflect events that occur or
circumstances that arise in relation to the content of this press
release, unless it is not required by law or Nasdaq First North
Growth Market's rule book for issuers.
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Embracer Group
completes the acquisitions of Aspyr, Easybrain and Gearbox
Entertainment
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