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.
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
Beatrice Forsgren, Head of Brand and Communication Embracer Group AB (publ)
Tel: +46 704 52 57 63
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;
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For more information, please visit: https://www.embracer.com
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