Stillfront Group AB (publ) (”Stillfront”) has today entered into an agreement with the owners of Altigi GmbH to acquire 100 percent of the shares in Altigi GmbH (“Altigi” or “Goodgame Studios”) for a consideration of EUR 270 million. The transaction will be paid through a combined equity and debt package.
SEK 390 million of the consideration, equivalent of approximately EUR 39 million, will be paid through cash payment, financed through a tap issue of Stillfront’s outstanding corporate bond loan. The proceeds from the tap issue are secured through subscription undertakings.
Approximately EUR 231 million, equivalent of SEK 2,292 million, will be paid in the form of 16,868,623 newly issued Stillfront shares (“Consideration Shares”) to the current owners of Goodgame Studios. Of these shares, shares corresponding to SEK 1,000 million has been placed in advance with institutional investors through pre-commitments. The investors which have committed to acquire shares in the placing include Första AP-fonden, Swedbank Robur, Handelsbanken Fonder and Carnegie.
The Consideration Shares will represent 72.4 percent of the total number of outstanding shares and votes in Stillfront post-Transaction and the founders who are also the CEO and CSO, respectively, of Goodgame Studios, Dr. Kai and Dr. Christian Wawrzinek, will become the major shareholders in Stillfront through their holding company. Laureus Capital GmbH who will hold between approx. 27.0 and 30.1 percent of the outstanding shares and votes in Stillfront.
The price per share is based on the volume weighted average price of the Company's shares on Nasdaq First North Premier during the five (5) trading days up to and including the date of the signing of the share purchase agreement (i.e. the day of this announcement), with a discount amounting to 5 percent, i.e. SEK 135.87.
Stillfront’s Board of Directors has resolved to summon an Extraordinary General Meeting in January 2018 to resolve on the issue in kind and the tap issue of Stillfront’s outstanding corporate bond loan. The completion of the transaction is conditional upon approval by the EGM. Shareholders representing approx. 46.5 percent of the capital and votes in Stillfront have committed to vote in favour of the transaction at the EGM.
Goodgame Studios is a leading German game development company, producing strategy games both within the browser games segment and the mobile games segment. Goodgame Studios has four hit products on two major game IPs; Goodgame Empire and Big Farm, both available on both browser and mobile. For the first nine months of 2017, Goodgame Studios recorded net revenues of EUR 71.1 million and an EBIT margin of 31.4 percent.
Carnegie acted as sole financial adviser and sole bookrunner to Stillfront in connection with the transaction.