STOCKHOLM, April 6, 2021 /PRNewswire/ — On February 3, 2021 Embracer Group AB (the “Firm” or “Embracer Group”) and its subsidiaries entered into agreements relating to the acquisition of Aspyr, Easybrain and Gearbox Leisure, which was introduced by way of press releases on February 3, 2021 (the “Transactions”). The aggregated day one buy value for the Transactions quantities to roughly SEK 9.3 billion in whole, on a money and debt free foundation. Roughly SEK 2.5 billion is paid in money and roughly SEK 6.8 billion is paid in newly issued B shares of the Firm. A most extra consideration amounting to SEK 12.5 billion on an aggregated foundation may be paid, topic to fulfilment of agreed monetary and operational milestones, throughout a interval of as much as 7 years. The extra consideration contains a most of roughly SEK 7.0 billion to be paid in money and roughly SEK 5.5 billion to be paid in B shares of the Firm. The worth per share issued as day one buy value and extra consideration corresponds to the quantity weighted common value per Embracer B share at Nasdaq First North Development Market throughout 20 buying and selling days previous (however not together with) the date of the signing of the agreements for the Transactions, i.e., SEK 197.57 (“VWAP 20”).
All situations for the Transactions have now been fulfilled and the Transactions are consequently accomplished.
Completion of the Transactions
All situations for the Transactions, together with regulatory approvals reminiscent of merger management clearance, have now been fulfilled and the Transactions are consequently accomplished.
The combination day one buy value of roughly SEK 9.3 billion on a money and debt free foundation has as we speak been paid by way of a money cost of roughly SEK 2.5 billion and thru issuance of 34,348,903 B shares, akin to a price of roughly SEK 6.8 billion. Moreover, a further 5,313,559 B shares have been issued as we speak as a part of the extra consideration, akin to a price of roughly SEK 1.05 billion. These extra consideration shares are topic to claw again rights and lock-up restrictions.
A most of 22,465,744 B shares could also be issued sooner or later as extra consideration topic to fulfilment of sure targets. Thereby the overall variety of shares that may be paid as extra consideration quantities to a most of 27,779,303 B shares offered that every one targets for cost of the extra consideration are met.
In whole 39,662,462 B shares have been issued as we speak, which means that the variety of shares in Embracer Group will increase 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 variety of votes will increase from 761,417,681 to 801,080,143. The share issued as we speak result in a dilution of roughly 7.92 p.c of the share capital and roughly 4.95 p.c of the votes in Embracer Group primarily based on the variety of shares and votes in Embracer Group following completion of the Transactions and issuance of 39,662,462 B shares.
By way of the Transactions, Embracer Group could in combination concern (together with extra consideration shares) a complete of 62,128,206 B shares, which means that the variety of shares in Embracer Group can improve from 460,825,448 to522,953,654 shares (divided on 33,399,137 A shares and 489,554,517 B shares), and that the variety of votes can improve from 761,417,681 to 823,545,887.
All shares issued as we speak and which may be issued sooner or later, are issued at a value of SEK 197.57 per B share, akin to VWAP 20.
The Transactions will, if all extra consideration shares are issued, result in a dilution of roughly 11.88 p.c of the share capital and roughly 7.54 p.c of the votes in Embracer Group primarily based on the variety of shares and votes in Embracer Group following completion of the Transactions and issuance of all extra consideration shares.
The acquired firms can be consolidated into Embracer Group’s consolidated monetary statements as of April 1, 2021.
For additional info on the Transactions, reference is made to the press releases introduced on February, 3 2021, and the displays concerning the Transactions accessible at Embracer Group’s web site.
Advisers
Ernst & Younger AB is offering transaction assist and Baker McKenzie is appearing as authorized counsel to Embracer in reference to the Transactions.
For extra info, please contact:
Lars Wingefors, Co-founder and Group CEO Embracer Group AB (publ)
Tel: +46 708 47 19 78
E-mail: [email protected]
Beatrice Forsgren, Head of Model and Communication Embracer Group AB (publ)
Tel: +46 704 52 57 63
E-mail: [email protected]
About Embracer Group:
Embracer Group is the father or mother firm of companies creating and publishing PC, console and cellular video games for the worldwide video games market. The Group has an in depth catalogue of over 240 owned franchises, reminiscent of Saints Row, Goat Simulator, Lifeless Island, Darksiders, Metro, MX vs ATV, Kingdoms of Amalur, TimeSplitters, Passable, Wreckfest, Insurgency, World Warfare Z and Borderlands, amongst many others.
With its head workplace primarily based in Karlstad, Sweden, Embracer Group has a world presence by way of its eight operative teams: THQ Nordic GmbH, Koch Media GmbH/Deep Silver, Espresso Stain AB, Amplifier Recreation Make investments, Saber Interactive, DECA Video games, Gearbox Leisure and Easybrain. The Group has 63 inside recreation growth studios and is participating greater than 7000 staff and contracted staff in additional than 40 nations.
Embracer Group’s shares are publicly listed on Nasdaq First North Development Market Stockholm below the ticker EMBRAC B with FNCA Sweden AB as its Licensed Adviser; [email protected] +46-8-528 00 399.
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Essential info
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Ahead-looking statements
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