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Notice of Extra General Meeting in Embracer Group AB
The shareholders of Embracer Group AB, reg. no. 556582-6558, (the "Company") are hereby invited to the extra general meeting on Monday 23 August 2021.
EIGHT ANNOUNCED ACQUISITIONS CONTRIBUTE AN ESTIMATED SEK 2,000-3,000 MILLION IN NET SALES AND SEK 350-550 MILLION IN OPERATIONAL EBIT DURING FY2022/23
INSIDE INFORMATION: Embracer Group AB (“Embracer”) and its subsidiaries have as previously communicated this morning entered into eight acquisition agreements (the Transactions”).The Transactions improve the group's capabilities within mobile publishing and development, indie development, VR development as well as story driven, retro shooter and other development for PC/consoles. The acquired businesses are expected to contribute to Embracer’s net sales in the range of SEK 2,000-3,000 million and to Operational EBIT in the range of SEK 350-550 million during the next financial year, ending March 31, 2023. For the remaining quarters of the current financial year ending March 31, 2022, the run rate contribution is expected to be in the lower end of the above-mentioned ranges. Crazy Labs is the most impactful contributor, both in net sales and Operational EBIT, and is estimated to be completed in the back end of the current quarter ending September 30, 2021.
The aggregated day one purchase price for the Transactions amounts to approximately SEK 2.7 billion in total, on a cash and debt free basis. Approximately SEK 2.1 billion is paid in cash and SEK 0.6 billion is paid in newly issued Embracer B shares. To create long term alignment, a maximum additional consideration amounting to SEK 2.0 billion on an aggregated basis, which is subject to fulfilment of agreed milestones, both operational and financial, over a period of up to eight years has been agreed. The additional consideration comprises of a maximum of approximately SEK 1.0 billion to be paid in cash and approximately SEK 1.0 billion to be paid in Embracer B shares. All shares are issued at a price corresponding 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 signing of each of the Transactions. Thus, the price per share range from SEK 223.20 to SEK 231.93. The aggregated maximum consideration amounts to SEK 4.7 billion. The estimated surplus value that will be in the preliminary PPA amounts to approx. SEK 4.5 billion. This will be amortized according to Embracer's current accounting principles straight over 5 years.
The management teams of acquired companies have ambitious plans for profitable growth in the coming years and the earn outs are constructed to incentivize this. For illustrative purposes, to achieve the maximum additional consideration the acquired companies combined must generate an aggregated Operational EBIT exceeding SEK 6 billion plus achieving certain operational targets by the financial year ending March 2029. To achieve the maximum consideration milestone on year five, the acquired companies combined must exceed SEK 1 billion in Operational EBIT for the financial year ending March 2026 plus achieving certain operational targets.
The total number of shares that are issued as part of the aggregate consideration, excluding shares issued as part of earn-out structures, amounts to approximately 2,568,695 Embracer B shares. The part of the additional consideration consisting of Embracer B shares amounts to a maximum of approximately 4,375,488 shares provided that all earn out targets are met. In total, approximately 6,944,183 B shares are issued. All shares being part of the additional consideration are issued at closing of the Transactions and subject to claw back rights and lock-up restrictions. The share issues are made partly pursuant to the authorization granted by the extra general meeting held on 26 February 2021 and partly pursuant to the extra general meeting to be held on 23 August 2021, for which a notice will be announced separately shortly.
Embracer Group publishes Full Year Report and Q4, January-March 2021: OPERATIONAL EBIT INCREASED 216% to SEK 903 MILLION
FOURTH QUARTER, JANUARY–MARCH 2021 (Compared to JANUARY–MARCH 2020)
> Net sales increased by 80% to SEK 2,404.2 million (1,339.1).
> Net sales of the Games business area increased by 119% to SEK 1,975.2 million (903.5). THQ Nordic SEK 354.6 million (306.7), Deep Silver SEK 464.9 million (514.7), Coffee Stain SEK 780.9 million (82.1), Saber Interactive SEK 270.7 million (-) and DECA Games SEK 104.2 million (-).
> Net sales of Partner Publishing/Film business area amounted to SEK 429.0 million (435.6).
> EBITDA increased by 137% to SEK 1,172.5 million (495.2), corresponding to an EBITDA margin of 49% (37%).
> Operational EBIT increased by 216% to SEK 903.2 million (286.0) corresponding to an Operational EBIT margin of 38% (21%).
> Cash flow from operating activities amounted to SEK 1,521.8 million (765.7). Investments in intangible assets amounted to SEK 598.9 million (464.4). Free Cash Flow amounted to SEK 860.5 million (275.7).
> Adjusted earnings per share was SEK 2.07 (0.97).
> Organic growth in constant currency for the Games Business Area amounted to 85% in the quarter.
> Total game development projects increased 55% to 160 (103). Total headcount increased 103% to 6,325 (3,109) where total game developers increased 116% to 5,115 (2,365).
Announcement from Embracer Group’s extra general meeting
The extra general meeting of Embracer Group AB ("Embracer" or the "Company") was held today on 26 February 2021 in Stockholm and the following resolutions were passed by the meeting.
Embracer Group publishes Interim Report Q3, October-December 2020: OPERATIONAL EBIT INCREASED 100% TO SEK 603 MILLION
THIRD QUARTER, OCTOBER–DECEMBER 2020 (COMPARED TO OCTOBER–DECEMBER 2019)
> Net sales increased by 44% to SEK 2,168.1 million (1,508.5). Net sales of the Games business area increased by 62% to SEK 1,355.6 million (835.7). THQ Nordic SEK 379.8 million (333.0), Deep Silver SEK 496.9 million (466.6), Coffee Stain SEK 99.2 million (36.1), Saber Interactive SEK 307.0 million (-) and DECA Games SEK 72.7 million (-).
> Net sales of Partner Publishing/Film business area increased by 21% to SEK 812.5 million (672.9).
> EBITDA increased by 70% to SEK 878.7 million (518.4), corresponding to an EBITDA margin of 41%.
> Operational EBIT increased by 100% to SEK 603.1 million (302.1) corresponding to an Operational EBIT margin of 28% (20%).
> Cash flow from operating activities amounted to SEK 840.4 million (239.5). Investments in intangible assets amounted to SEK –557.7 million (–419.0). Free Cash Flow amounted to SEK 309.1 million (–207.3).
> Adjusted earnings per share was SEK 1.06 (0.68).
> Organic growth in constant currency for the Games Business Area amounted to 21% in the quarter.
> Total game development projects increased 56% to 150 (96). Total headcount increased 93% to 5,730 (2,970) where total game developers increased 92% to 4,325 (2,258).
Notice of Extra General Meeting in Embracer Group AB
The shareholders of Embracer Group AB, reg. no. 556582-6558, (the "Company") are hereby invited to the extra general meeting on Friday 26 February 2021 at 10.00 CET at Baker McKenzie's premises at Vasagatan 7 in Stockholm.
ESTIMATED SEK 3,600-4,600 MILLION IN NET SALES AND SEK 1,000-1,500 MILLION IN OPERATIONAL EBIT ADDED DURING FY2021/22
INSIDE INFORMATION
Embracer Group (“Embracer”) and its subsidiaries have as previously communicated this morning entered into three transformative merger and acquisition agreements (the “Transactions”). After completion of the Transactions , Gearbox and Easybrain will create the seventh and eighth operating group within Embracer, respectively, and Aspyr will become the largest independent company to join the operating group Saber Interactive. The merged and acquired businesses are, during the financial year ending March 31, 2022, expected to contribute to Embracer’s net sales in the range of SEK 3 600-4 600 million and contribute to operational EBIT in the range of SEK 1 000-1 500 million.
Embracer Group to merge with Easybrain forming eighth operating group
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, HONG KONG, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES.
INSIDE INFORMATION
Embracer Group AB ("Embracer")[1], has today entered into an agreement to merge with Cyprus-based Easybrain Limited ("Easybrain") in an all equity transaction for a day one purchase price amounting to USD 640 million on a cash and debt free basis plus a maximum of USD 125 million in additional consideration. The sellers, Easybrain’s senior management, Peter Skoromnyi, Matvey Timoshenko and Oleg Grushevich, will post-closing, jointly become the third largest shareholder in Embracer. Easybrain will become Embracer’s eighth operative group as a wholly owned subsidiary and continue to be led by its existing management. Under IFRS based accounting principles, Easybrain estimates calendar year 2020 revenues of USD 210 million (2019: USD 111 million) and an EBIT of approximately USD 70 million (2019: USD 18 million).
Embracer Group merges with The Gearbox Entertainment Company and form a seventh operating group
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, HONG KONG, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES.
INSIDE INFORMATION
Embracer Group AB ("Embracer"), has today entered into a merger agreement with US based The Gearbox Entertainment Company ("Gearbox"). Gearbox, based in Frisco, TX and founded in 1999, has been self-funded by the employees from inception. Post-closing, Gearbox will become a seventh operating group as a wholly own subsidiary of Embracer. Gearbox Founder and CEO Randy Pitchford will continue to lead Gearbox, and Randy Pitchford and the employees of Gearbox will jointly become a significant shareholder in Embracer. Gearbox brings highly creative AAA development studios, North American publishing capabilities and a robust IP portfolio, including critically acclaimed and iconic franchises like Borderlands, Brothers in Arms and Homeworld. On a preliminary basis, based on Embracer’s accounting principles, Gearbox generated net sales of SEK 1,037 million and Adjusted Operational EBIT[1] of SEK 417 million during the nine month period from January 1 until September 30, 2020. In calendar year 2019, Gearbox generated net sales of SEK 1,052 million and Adjusted Operational EBIT of SEK 317 million.
The day one purchase price amounts to USD 363 million in total, on a cash and debt free basis, of which USD 175 million is paid in newly issued Embracer B shares (the “Closing Consideration Shares”) and the residual in cash. Subject to fulfilment of agreed financial and operational targets in the next six years, an additional consideration of maximum USD 1,015 million may be paid, of which a maximum of USD 360 million in issued Embracer B shares (the “Additional Consideration Shares”) and the residual in cash. To earn the maximum consideration, USD 1,378 million the accumulated Adjusted EBITDA, including expensed development costs, must exceed USD 1,300 million over six years.
Embracer Group’s co-founders complete consolidation of shareholdings
The original co-founders of Embracer Group AB ("Embracer") has notified Embracer that the restructuring, announced in connection with the private placement carried out on 7 and 8 October 2020, has been completed. Through the restructuring, the original co-founders have consolidated their shareholdings in Embracer into Lars Wingefors AB. Following the completion of the restructuring Lars Wingefors AB holds 130,836,066 shares in Embracer, divided on 26,130,102 A shares and 104,705,964 B shares, corresponding to approximately 31 percent of the shares and approximately 51 percent of the votes in Embracer.
Estimated net sales of SEK 850-1,050 million and SEK 300-400 million in operational EBIT added during FY 2021/2022
INSIDE INFORMATION: Embracer Group AB (“Embracer”) and its subsidiaries have as previously communicated this morning entered into 13 acquisition agreements (the “Acquisitions”). The acquired businesses are, during the financial year ending 31 March 2022, expected to contribute to Embracer Group’s net sales in the range of SEK 850-1,050 million and contribute to operational EBIT in the range of SEK 300-400 million. In addition, during FY 2021/2022 the expanded studio footprint is expected to bring savings on capitalized game development in the range of SEK 50-100 million. The combined operational EBIT and savings on game development are expected to be in the range of SEK 350-500 million and this profitability is expected to grow in the following years as more game development projects will be completed.
The aggregated day one purchase price for the Acquisitions amounts to approximately SEK 2.0 billion on a cash and debt free basis. Approximately SEK 1.7 billion is paid in cash and SEK 0.3 billion in newly issued Embracer B shares with a maximum additional consideration amounting to SEK 1.8 billion, which is subject to fulfilment of agreed milestones, both operational and financial, over a period of up to 10 years. The additional consideration comprise a maximum of approximately SEK 0.9 billion which may be paid in cash and a maximum approximately SEK 0.9 billion to be paid in Embracer B shares at a price corresponding to the volume weighted average price per Embracer B share at Nasdaq First North Growth Market during 20 trading days up until and including the date of signing of the Acquisitions (VWAP 20). The aggregated maximum consideration amounts to SEK 3.8 billion.
Embracer Group publishes Interim Report Q2, July-September 2020: OPERATIONAL EBIT INCREASED 171% TO SEK 653 MILLION
SECOND QUARTER, JULY–SEPTEMBER 2020 (COMPARED TO JULY–SEPTEMBER 2019)
> Net sales increased by 89% to SEK 2,383.2 million (1,259.7). Net sales of the Games business area increased by 83% to SEK 1,495.4 million (816.1). THQ Nordic SEK 566.9 million (329.6), Deep Silver SEK 506.8 million (441.7), Coffee Stain SEK 129.9 million (44.7), Saber Interactive SEK 259.1 million (-) and DECA Games SEK 32.7 million (-).
> Net sales of Partner Publishing/Film business area increased by 100% to SEK 887.8 million (443.6).
> EBITDA increased by 132% to SEK 969.0 million (418.1), corresponding to an EBITDA margin of 41%.
> Operational EBIT increased by 171% to SEK 652.5 million (240.7) corresponding to an Operational EBIT margin of 27% (19%).
> Cash flow from operating activities amounted to SEK 804.7 million (284.8). Investments in intangible assets amounted to SEK 484.1 million (391.9). Free Cash Flow amounted to SEK 311.5 million (–115.8).
> Adjusted earnings per share was SEK 1.80 (0.65).
> Organic growth in constant currency for the Games Business Area amounted to 61% in the quarter.
> Total game development projects increased 57% to 135 (86). Total headcount increased 49% to 4,445 (2,981) where total game developers increased 58% to 3,593 (2,272).
Announcement from Embracer Group’s extra general meeting
The extra general meeting of Embracer Group AB ("Embracer" or the "Company") was held today on 16 November 2020 in Stockholm and the following resolutions were passed by the meeting.
Notice of extra general meeting in Embracer Group AB
The shareholders of Embracer Group AB, reg. no. 556582-6558, (the "Company") are hereby invited to the extra general meeting on Monday 16 November 2020 at 10.00 CET at Baker McKenzie's premises at Vasagatan 7 in Stockholm.
Announcement from Embracer Group’s Annual General Meeting
The annual general meeting 2020 (the "AGM") of Embracer Group AB ("Embracer" or the "Company") was held today on 16 September 2020 in Karlstad and the following resolutions were passed by the meeting.
Embracer Group publishes Annual Report 2019/2020
Embracer Group today publishes its Annual Report for the financial year 2019/2020. The Annual Report is enclosed this press release and also available at the company’s website: https://embracer.com/investors/reports-presentations/
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 69 internal game development studios and is engaging more than 7,000 employees and contracted employees in more than 40 countries.
