15 January, 2018
Stillfront completes the acquisition of Goodgame Studios
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Stillfront Group AB (publ) (“Stillfront”) has today completed the acquisition of 100 percent of the shares in Altigi GmbH (“Altigi” or “Goodgame Studios”), which was announced through a press release on 6 December 2017, for a consideration of EUR 270 million on a cash and debt free basis (the “Transaction”). The Transaction has been financed partly through an issue in kind of 16,868,623 shares (the “Consideration Shares”) in Stillfront to the sellers of Altigi, and partly through a tap issue of SEK 390 million under Stillfront’s outstanding corporate bond loan. Following the Transaction and the placing (as described below), the sellers of Altigi hold approx. 36.5 percent of the outstanding shares and votes in Stillfront. Dr. Christian Wawrzinek has been elected as new member of the Stillfront Board of Directors.
The completion of the Transaction was subject to a number of conditions, inter alia, that the Extraordinary General Meeting resolves to approve the Transaction, amend the articles of association, carry out the issue of Consideration Shares and elect Dr. Christian Wawrzinek as member of the Board of Directors of Stillfront. The Extraordinary General Meeting of Stillfront held on 9 January 2018 adopted, as previously announced, all the resolutions which were necessary to complete the Transaction. All other conditions precedent for completion of the Transaction have now been fulfilled and Stillfront has completed the issue of the Consideration Shares and the issue of additional bonds under its outstanding corporate bond loan (ISIN: SE0009973050) in order to finance the cash part of the consideration.
A placing of 8,360,154 Consideration Shares has furthermore been carried out, where a number of investors have acquired shares from the sellers of Altigi. The placing was made at a price per share equal to the price per share in the issue of the Consideration Shares.
Goodgame Studios’ and Stillfront’s financial reporting will be consolidated from January 2018.
“Goodgame Studios and Stillfront are a perfect strategic fit, forming a true European gaming champion with compelling complementary game portfolios and operational synergies. We look forward to working together to further grow and develop the business”, says Jörgen Larsson, CEO Stillfront
‘”The transaction is an important step, and marks the acknowledgement of Stillfront’s long-term strategy to build a diversified portfolio of independent creators, publishers and distributors of digital games”, says Annette Brodin Rampe, chairman Stillfront
“This is a consequent step towards our long-term vision of creating one of the world’s leading gaming companies. Stillfront has over the past years delivered continuous, predictable and reliable growth. Together we have a truly unique opportunity to take full advantage of this growing market”, says Dr. Kai Wawrzinek, CEO Goodgame Studios
“I am very excited about the merger with Stillfront! Combining portfolios and leveraging our knowledge in marketing and distribution will be a great formula for success. I’m looking forward to a bright future together”, says Dr. Christian Wawrzinek, CSO Goodgame Studios
FINANCIAL AND LEGAL ADVISORS
Carnegie Investment Bank AB is acting as financial advisor and sole bookrunner and DLA Piper is acting as legal advisor to Stillfront in the Transaction. CODE Advisors is financial advisor and Taylor Wessing LLP and Setterwalls Advokatbyrå AB are legal advisors to Altigi and its sellers in connection with the Transaction. Baker McKenzie is acting as legal counsel to Carnegie Investment Bank AB (publ).
FOR FURTHER INFORMATION, PLEASE CONTACT:
Stillfront is a group of independent creators, publishers and distributors of digital games – with a vision to become the leading group of indie game creators and publishers. Stillfront operates through nine near-autonomous subsidiaries: Bytro Labs in Germany, Coldwood Interactive in Sweden, Power Challenge in the UK and Sweden, Dorado Online Games in Malta, Simutronics in the United States, Babil Games in UAE and Jordan, eRepublik in Ireland and Romania, OFM Studios in Germany and Goodgame Studios in Germany. Stillfront’s games are distributed globally. The main markets are the United States, Germany, UK, France and MENA. For further information, please visit www.stillfront.com.
Stillfront’s portfolio includes games across multiple platforms. Unravel is a widely acclaimed console game developed by Coldwood in collaboration with Electronic Arts. Supremacy 1914 and Call of War are high-immersion war strategy games developed by Bytro Labs. ManagerZone is a sports management strategy game launched in 2001. DragonRealms and GemStone IV are MUD-style games with a very loyal player base. Siege: Titan Wars(TM) is a popular mobile game developed by Simutronics. Tank Storm and Admiral are mobile strategy games with very strong player bases, which are published by Babil Games. World at War: WW2 and War and Peace: Civil War are successful mobile strategy games developed and published by eRepublik Labs. Online Fussball Manager is a leading sports management game. Goodgame Empire, Empire: Four Kingdoms, Big Farm and Big Farm: Mobile Harvest are among the biggest strategy games of all time, developed by Goodgame Studios.
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This information is information that Stillfront Group AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, at 17.45 CET on Jan 15, 2018.
NOT FOR DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, WITHIN OR TO THE UNITED STATES, AUSTRALIA, HONG KONG, JAPAN, CANADA, SWITZERLAND, SOUTH AFRICA OR NEW ZEALAND OR IN ANY OTHER JURISDICTION WHERE THE DISTRIBUTION OR PUBLICATION OF THIS PRESS RELEASE WOULD BE UNLAWFUL.
This announcement is not and does not form a part of any offer for sale of securities. Copies of this announcement are not being made and may not be distributed or sent into the United States, Australia, Hong Kong, Japan, Canada, Switzerland, South Africa or New Zealand or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures.
This announcement is for information purposes only and does not constitute a prospectus or any offer to sell or the solicitation of an offer to buy any security in the United States or any other jurisdiction. Any securities that have been issued in connection with the transactions referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and accordingly will not be offered or sold in the United States.
This announcement is not a prospectus for the purposes of Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the “Prospectus Directive”).
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe,” “expect,” “anticipate,” “intend,” “estimate,” “will,” “may,” “continue,” “should” and similar expressions. The forward-looking statements in this announcement are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although Stillfront Group AB (publ) believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this announcement by such forward-looking statements. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.