Swedish gaming company Toadman Interactive AB (publ) (”Toadman”) has today entered into an agreement with the owners of California-based creative marketing company Petrol Advertising, Inc. (“PETROL”) to acquire 100 percent of the shares in PETROL for a consideration of USD 18.0 million on a cash and debt free basis, plus an additional consideration of up to USD 5.0 million based on PETROL’s financial performance during the twelve months following the acquisition.
Transaction overview
- Of the total upfront consideration of USD 18.0 million, equivalent of 6.8x PETROL’s 2018 adjusted EBIT;
- USD 10.75 million will be paid in cash and financed through the issuance of senior secured bonds under a larger loan framework amount with expected final maturity in June 2022, and
- USD 7.25 million will be paid in the form of newly issued Toadman shares, in a number which will be finally determined at closing on 26 June, 2019
- In addition to the upfront consideration, Toadman will pay an additional consideration to the shareholders of PETROL of up to USD 5.0 million based on PETROL’s EBIT performance for the twelve months period following the closing of the acquisition
- Toadman and PETROL combined has an unaudited pro forma revenue and adjusted EBIT for the period January-December 2018 of SEK 230.8 million and SEK 31.3 million, respectively
- The issue of the consideration shares is conditional upon, inter alia, approval of authorization to issue shares by the Extraordinary General Meeting in Toadman. Shareholders representing approximately 62.8 percent of the capital and votes in Toadman have committed to vote in favor of the resolution at the Extraordinary General Meeting
About Toadman
Toadman is a consultancy-driven gaming company with a goal of establishing an international market leading studio with expertise within action-based Role Playing Games (RPG) for PC, Playstation and Xbox. Toadman has its headquarters in Stockholm and has four additional offices located in Berlin, Oslo, Tver and Visby with a total of 85 employees. Toadman was founded in 2013 by Robin Flodin and Rasmus Davidsson as a work-for-hire gaming consultancy firm.
About PETROL
PETROL is a creative marketing company comprising a team of experts in Creative Development, Campaign and Go-To Market Strategy as well as Media Planning/Buying across gaming, tech, and sports. PETROL was founded in 2003 by Alan J. Hunter and Benjamin A. Granados. PETROL has pioneered the business of creating iconic Visuals/Trailers/Content and Marketing Strategies for the global entertainment market, largely focused on the Gaming vertical. This approach has created incredible success for their clients and partner brands. PETROL is based in Burbank, California.
Carnegie acts as financial adviser to Toadman in relation to the acquisition and sole bookrunner in the issuance of the bonds.