Carnegie

Corporate Finance – 8 Apr 2020

Carnegie advises Embracer Group in SEK 1.6 billion directed new share issue

Embracer Group AB (publ) today announced that the company has completed a directed new share issue of 18.5 million shares. The subscription price was SEK 89 per share, thus raising proceeds of approximately SEK 1,647 million, before transaction related expenses. The subscription price in the issue has been determined through an accelerated bookbuilding procedure.

The Directed new share issue which will further improve the Group’s financial position and enable it to continue its long track-record of successful acquisitions by complementing its operations by adding new game publishers, development studios or other assets.

Embracer Group in brief

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 160 owned franchises, such as Saints Row, Goat Simulator, Dead Island, Darksiders, Metro, MX vs ATV, Kingdoms of Amalur, TimeSplitters, Satisfactory, Wreckfest and World War Z, amongst many others. With its head office based in Karlstad, Sweden, Embracer Group has a global presence through its five operative groups: THQ Nordic GmbH, Koch Media GmbH/Deep Silver, Coffee Stain AB, Amplifier Game Invest and Saber Interactive. The Group has 31 internal game development studios and is engaging more than 3,500 employees and contracted employers in more than 40 countries.

Carnegie acted as sole global co-ordinator and joint bookrunner in connection with the transaction.

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Corporate Finance – 27 Mar 2020

Carnegie acted as joint bookrunner in the SEK 1.5bn directed share issue in Sinch AB

Sinch AB (publ) (“Sinch” or the “Company”) today announced that the Company has completed a directed share issue of 5,000,000 shares. The subscription price was SEK 300 per share (corresponding to approx. 2% discount to last close), thus raising proceeds of SEK 1.5 billion, before transaction related expenses. The transaction was significantly oversubscribed, with demand from both existing shareholders and new investors.

The proceeds will be used to execute and continue the Company’s strategy to grow both organically and by acquisitions. In connection with the directed share issue, Sinch announced the acquisition of Wavy, the second largest messaging provider in Brazil with operations in Mexico, Colombia, Peru, Chile, Argentina and Paraguay. The purchase price of Wavy reflects an enterprise value of approx. SEK 1,187 million which will be paid with a combination of cash and approx. 1.5 million new shares in Sinch.

Both the company and its largest shareholders have agreed to a lock-up of 90 days following the transaction.

Carnegie acted as joint bookrunners in connection with the transaction.

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Corporate Finance – 13 Feb 2020

Carnegie joint global co-ordinator and joint bookrunner in the IPO of Musti Group Plc
Musti Group Plc (“Musti Group” or the “Company”), a leading Nordic pet care company in the Nordics, was listed today and had its first day of trading on Nasdaq Helsinki

The offering in brief
- The price per share in the offering was EUR 8.75 in the institutional offering and the public offering, and 10 per cent lower in the personnel offering being EUR 7.88 per share, which in total corresponds to a market capitalisation of the Company of approximately EUR 293 million immediately following the offering
- Musti Group issued 5,159,672 new shares in the Company, corresponding to approximately 15.4 percent of the total number of outstanding shares after the offering. In addition, EQT and certain other existing shareholders of the Company sold 12,949,476 existing shares
- 19,656,401 shares were allocated to institutional investors in Finland and internationally, assuming full exercise of the over-allotment option, and 1,000,000 offer shares were allocated to private individuals and entities in Finland
- 169,119 shares were allocated to employees in Finland, Sweden and Norway, as well as to management team and CEO of the Company
- The Company received gross proceeds of approximately EUR 45 million from the offering and the sellers received gross proceeds of approximately EUR 137 million assuming full exercise of the over-allotment option
- The total number of outstanding shares in the Company increased to 33,535,453 shares after the share conversion and the new shares offered in the offering were registered in the Finnish Trade Register on 12 February 2020
- Trading in the shares in Musti Group on Nasdaq Helsinki commences 13 February 2020 under the ticker “MUSTI”
Musti Group in brief

Musti Group is the leading Nordic pet care company that operates an omnichannel business model to cater for the needs of pets and their parents across Finland, Sweden and Norway The company had 277 stores as at 30 September 2019 (including own and franchise stores) and 20.7 percent of its net sales were generated through its online channel for the financial year 2019. The company offers a wide, curated assortment of pet products in both food and non-food categories, and has a broad range of own and exclusive as well as third-party brands. The company also provides pet care services such as grooming, training and veterinary services in selected locations across the Nordic countries.

The company’s concept has a strong “Pet Parent” -oriented customer focus and is built around trust and the expert advice offered by Musti’s store personnel. The company has a popular loyalty club through which members receive targeted communication and special offers as well as gain access to their dedicated online account. The Loyalty Club had over a million loyal customers as of 30 September 2019. Musti reported net sales of EUR 246.6 million, adjusted EBITA of EUR 21.9 million and operating profit of EUR 12.5 million for the financial year 2019, corresponding to an adjusted EBITA margin of 8.9 percent and an operating profit margin of 5.1 percent.

Carnegie acts as Joint Global Coordinators and Joint Bookrunners in connection with the IPO
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Corporate Finance – 5 Feb 2020

Carnegie financial adviser to Yleiselektroniikka in the acquisition of Machinery Group
Yleiselektroniikka Oyj (“Yleiselektroniikka”) has announced the acquisition of all shares in Machinery Group Oy (“Machinery”) from Yleiselektroniikka’s largest shareholder, Preato Capital AB (“Preato Capital”), and other shareholders of Machinery.

The transaction in brief:
- The acquisition is estimated to almost double the current net sales of Yleiselektroniikka
- Machinery’s largest shareholder is Preato Capital which represents 77.4 per cent of the outstanding capital and votes in Yleiselektroniikka
- Transaction does not have any dilutive effects on the shareholdings in Yleiselektroniikka
- Yleiselektroniikka’s EPS is expected to increase significantly as a result of the transaction
Yleiselektroniikka is one of Finland’s most significant component and production equipment suppliers for demanding electronics and communications applications. Machinery Group is a Finnish technical trading company that offers products and solutions from the leading principals in the market within industrial engines, generators, construction machines as well as tools and machines.

The transaction was announced on February 3, 2020. The completion of the acquisition is conditional on a resolution of Yleiselektroniikka’s extraordinary general meeting and the closing of the acquisition is expected to occur after the extraordinary general meeting to be held on 2 March 2020

Carnegie acted as sole financial adviser to Yleiselektroniikka Oyj in connection with the transaction.
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