Koch Media, a wholly owned subsidiary of THQ Nordic AB (publ), has today received a statement of objections from the European Commission, which has also been publicly announced. The proceedings origin back to business performed prior to 2015.
The extra general meeting of THQ Nordic AB (“THQ Nordic” or the “Company”) was held today on 8 March 2019 in Stockholm and the following resolutions were passed by the meeting.
The shareholders of THQ Nordic AB, reg. no. 556582-6558, (the "Company") are hereby invited to the extra general meeting on Friday 8 March 2019 at 13.00 pm CET at Baker & McKenzie's premises at Vasagatan 7 in Stockholm. The doors to the meeting will open at 12.45 pm CET.
The Board of Directors of THQ Nordic AB (“THQ Nordic” or the “Company”) has, as communicated in the Company’s press release earlier today, resolved to issue maximum of 11,000,000 Class B shares, where a maximum of 4,732,662 shares are issued based on the authorization granted by THQ Nordic's annual general meeting on 16 May 2018 and a maximum of 6,267,338 shares are issued subject to the subsequent approval of the extraordinary general meeting (the “Directed new share issue”). The subscription price in the Directed new share issue is SEK 190 per share. Through the Directed new share issue THQ Nordic will receive proceeds amounting to approximately SEK 2,090 million before transaction costs. The subscription price in the Directed new share issue has been determined through a so-called “accelerated book-building” procedure led by Carnegie Investment Bank AB (publ) and Nordea Bank Abp, filial i Sverige. The Directed new share issue was substantially oversubscribed. Subscribers in the Directed new share issue are a wide range of Swedish and international institutional investors including reputable new investors such as First National AP Fund, Second National AP Fund and Odin Fonder as well as current shareholders Swedbank Robur Fonder AB, TIN Fonder with the fund Core Ny Teknik and Olsson Family and Foundation.
THQ Nordic AB (“THQ Nordic” or the “Company”) hereby announces its intention of a placement of Class B shares corresponding to approximately 10 percent of the capital in the Company (the “New shares”) through issuance of new shares directed to Swedish and international institutional investors, which is intended to be carried out based on the authorization granted by the annual general meeting 2018 and subject to the approval of an extra general meeting (the “Directed new share issue”). THQ Nordic has engaged Carnegie Investment Bank AB (publ) and Nordea Bank Abp, filial i Sverige, to investigate the conditions for a placement of new Class B shares through a so-called “accelerated bookbuilding” procedure.
THQ Nordic AB's indirectly wholly owned subsidiary Koch Media GmbH has today entered into an agreement to acquire Warhorse Studios s.r.o., which was announced earlier today through a press release, for a purchase price amounting to MEUR 33.2 on a cash and debt free basis. All conditions for the transaction have now been fulfilled and the transaction is thereby completed.
THQ Nordic AB’s wholly owned subsidiary Koch Media GmbH has entered into an agreement to acquire 18POINT2 Pty Ltd. 18POINT2 is one of Australia’s leading publishing partners of games products and through the acquisition THQ Nordic establishes a strong platform on the Australian market.
The purchase price for the Company equals ca 1.9 MEUR on a cash and debt free basis plus additional earn-out consideration of maximum 0.41 MEUR subject to fulfilment of agreed commercial milestones. During 2018, 18POINT2 had Net Revenues of ca 15.61 MEUR and an EBIT of ca 2.31 MEUR.
THQ Nordic AB's indirectly wholly owned subsidiary Koch Media GmbH has today entered into an agreement to acquire Prague based Warhorse Studios s.r.o., a leading game developer behind the successful award-winning title Kingdom Come: Deliverance. The purchase price amounts to 33.2MEUR on a cash and debt free basis. Warhorse’s Net Revenues in 2018 amounted to approximately 42 MEUR1, with an adjusted EBIT of approximately 28 MEUR
The Group had a stable quarter with continued growth. Net sales increased 441% to SEK 1,380 million in the quarter. EBITDA increased 109% to SEK 326 million. Operational EBIT grew 84% to SEK 194 million and EBIT increased 49% to SEK 152 million. Cash flow from operating activities were SEK 455 million in the quarter. THQ Nordic, Koch Media and Coffee Stain all contributed to the Group’s operational EBIT during the quarter.
We have decided to disclose operational EBIT from this quarter onwards, in order to provide a fair picture of the underlying operational performance. This alternative key performance metric excludes amortization of acquisition-related goodwill, surplus values of specific business areas and IP values. These are amortized equally over five years according to local Swedish GAAP (K3). The disclosure of operational EBIT will also simplify comparison with the performance of industry peers using other accounting standards and amortization principles.
Net sales in our Vienna based business area THQ Nordic increased 38% to SEK 352 million, largely driven by the release of Darksiders 3. The game has performed within management’s range of expectations and has recouped all investments made in development and marketing during the quarter. In 2019, we will release several DLC’s that will give the game a further boost. Darksiders remains one of the Group’s key IP’s.
Net sales of Munich based business area Deep Silver were SEK 187 million. There were no significant releases in the quarter, however the team has worked intensively on preparing for the Metro Exodus launch, which will be the Group’s biggest release so far. Net sales in the Partner Publishing business were SEK 828 million, driven by several notable releases from our partners. There will be a similar number of releases in the current, fifth, quarter of the extended fiscal year.
In November of last year we welcomed both Coffee Stain and Bugbear to our family. We are increasingly excited about both companies. They bring high ambitions in all aspects and I am confident that they will both positively contribute to the Group.
The highly anticipated Metro Exodus will be released on Friday the 15th this week on Microsoft Xbox One, PlayStation 4 and PC. The digitally distributed PC version of Metro Exodus will be solely available via the Epic Game Store.
I see the gaming market as more vibrant than ever before. There is an ongoing shift in distribution platforms and technologies, involving both established companies and large new entrants. I am in general embracing new opportunities and technology advancements that will enable us to distribute our content more efficiently and to a broader base of fans and gamers. This will challenge established business models, make room for new business partnerships and present a wide array of new opportunities.
We are looking forward to our most exciting year ever. By the end of the quarter, we had a record 77 games under development. 48 of these are still in the pipeline waiting to be announced including a few that are scheduled for release in 2019.
We continue to patiently execute on our M&A strategy, with the ambition of welcoming more companies to the Group. Our strategy to let local management teams independently develop their own businesses, is a winning formula that is attracting more companies to join our family. We do share a lot of knowledge and experience between our operating entities. However ultimately, I am a firm believer in empowering great people to make their own decisions.
– LARS WINGEFORS, FOUNDER & CEO
As recently announced by Deep Silver, the digitally distributed PC version of Metro Exodus will be available solely via the Epic Game Store upon release February 15.
The parent company THQ Nordic AB would like to confirm this distribution strategy and clarify the back-ground and business rationale of the partnership.
Karlstad/SWEDEN: THQ Nordic’s main shareholder Lars Wingefors has notified the company that he is carrying out an internal transaction between fully owned holding companies, whereby half of his A shares are being transferred from one holding company to another. The rationale of the transaction is to simplify the administration of the current holding company, Lars Wingefors AB.
THQ Nordic AB is today announcing that it has acquired 90% of the shares in Bugbear Entertainment Ltd. ("Bugbear") with an option to acquire the remaining 10% in the future. Bugbear, a Helsinki-based independent studio with 18 team members developing racing games, is currently working on the critically acclaimed Wreckfest. The acquisition includes the development studio and all intellectual property rights.
THQ Nordic AB today has entered into agreement to acquire Coffee Stain Holding AB including 100 percent of its subsidiary Coffee Stain Publishing AB. Coffee Stain is a leading game developer and publisher with a growing footprint in the Nordics. The acquisition includes Intellectual property rights to Satisfactory, Goat Simulator, Sanctum and publishing rights to Deep Rock Galactic. The initial cash consideration is equivalent to SEK 317 million on a cash and debt free basis, plus additional earn-out considerations subject to fulfilment of agreed milestones. THQ Nordic estimates Coffee Stain will have net sales in the range of SEK 200-250 million and EBT in the range of SEK 100-150 million in the next financial year.
"We are creating a complementary digital native pillar to THQ Nordic. Coffee Stain is a passionate and highly competent team creating and publishing great games. After some years without major releases the pipeline of new game releases such as Satisfactory and Deep Rock Galactic look strong. I look forward to work together with Anton Westbergh and his team in the future" says Lars Wingefors, CEO THQ Nordic.
We had another stable quarter with continued momentum. The strategy of diversification is paying off. Net sales increased by 1,403% to a record SEK 1,272.7 million in the quarter. EBITDA increased by 521% to SEK 214.8 million and EBIT increased by 278% to SEK 90.8 million compared to the same period last year. The gross margin percentage decreased due to a large share of net sales with lower margin within Partner Publishing. Cash flow from operating activities in the quarter was SEK –740.1 million, mainly due to the decision to replace forfaiting of receivables with bank debt within Koch Media. Both THQ Nordic and Koch Media contributed to the group’s EBIT during the quarter.
Net sales in the THQ Nordic business area were up 47% to SEK 124.2 million. This was driven by the release of Titan Quest, Red Faction Guerilla Re-Mars-tered and This is the Police 2, in addition to continued performance of Wreckfest. Net sales of Deep Silver were SEK 251.8 million, driven by the release of Dakar 18 and a good performance of Pathfinder Kingmaker at the end of the quarter. The digital net sales of the back-catalogue in both business areas continued to have solid performances.
Our Partner Publishing business area had a strong quarter driven by significant releases from our business partners Codemasters, SquareEnix and Sega.
During the quarter, we acquired several strong IPs such as Alone in the Dark, Kingdoms of Amalur and Timesplitters. Additionally, we were happy to welcome our new family member, HandyGames, into the group.
Our PR, marketing and sales teams across the globe did an extensive work supporting and building the demand for our pipeline of upcoming releases. Looking towards the upcoming two quarters, we are all excited about our key releases of Darksiders 3 and Metro Exodus. By the end of the quarter, we had 55 games under development, of which 35 are still in the pipeline waiting to be announced.
We are patiently working on adding more great companies into the group, both developers and publishers. This is a daily proactive activity within the parent company, as well as within both operating groups. We are engaging with a large number of companies across the globe with respect to joining the group. I am confident about our strategy and capability to benefit from the ongoing shift in platforms and technologies.
– LARS WINGEFORS, FOUNDER & CEO
Embracer Group is the parent company of businesses developing and publishing PC and console games for the global games market. The group has an extensive catalogue of over 130 owned franchises, such as Saints Row, Goat Simulator, Dead Island, Darksiders, Metro, MX vs ATV, Kingdoms of Amalur, TimeSplitters, Satisfactory and Wreckfest amongst many others.
With its head office in Karlstad, Sweden, Embracer Group has a global presence through its three operative groups: Koch Media GmbH/Deep Silver, THQ Nordic GmbH, and Coffee Stain AB. The group has nineteen internal game development studios engaging more than 3000 employees and contracted employers in more than 40 countries.