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Wicket Gaming enters into an agreement to acquire the Wegesrand Group

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2022-08-02, 08:15 CEST

Wicket Gaming AB ("Wicket Gaming" or the "Company") has today, through its German subsidiary SCUR-Alpha 1509 GmbH (to be renamed: Wicket Media GmbH), entered into an agreement to acquire 100 per cent of the Wegesrand Group. By this agreement, Wicket Gaming fulfils its intention to acquire the Wegesrand Group as announced by the Company on October 25, 2021.

On 25 October 2021, Wicket Gaming announced that it had signed a letter of intent regarding the acquisition of the Wegesrand Group. The letter of intent was conditional on legal and financial due diligence, which has now been completed.

The transaction in brief

  • The acquisition comprises six companies: Wegesrand GmbH & Co. KG, Wegesrand Verwaltungsgesellschaft GmbH, Unger & Fiedler Transmedia Studio GmbH, Linked Dimensions GmbH, Indieadvisor & Company GmbH & Co. KG and IndieAdvisor Holding GmbH (together the "Wegesrand Group"). The sellers are Wegesrand Medienbeteiligungsgesellschaft mbH and Thorsten Unger, respectively.

  • The acquisition is being carried out through the Company's wholly-owned German subsidiary SCUR-Alpha 1509 GmbH (to be renamed: Wicket Media GmbH). The acquired companies of the Wegesrand Group will thus be a sub-group of the Wicket Gaming Group.  

  • The initial purchase price amounts to EUR 4 million on a cash and debt-free basis, equivalent to approximately SEK 41.5 million calculated using the EUR/SEK exchange rate as of August 1, 2022 from the European Central Bank) (the "Purchase Price").

  • EUR 2.5 million, equivalent to approximately SEK 25.9 million, of the Purchase Price shall be paid in shares of Wicket Gaming (the "Consideration Shares"), calculated based on the volume weighted average price (VWAP) on the Spotlight Stock Market for the ten consecutive trading days before the Closing Date (as defined below).

  • The Consideration Shares will be subject to lock-up for a period of 24 months.

  • EUR 350 thousand, equivalent to approximately SEK 3.6 million, of the Purchase Price shall be paid on the second anniversary of the Closing Date and is conditional upon the Company not having asserted any breach of warranty.

  • Completion of the transaction is subject to customary conditions and is expected to occur end of August 2022 (the "Closing Date").

 

Background and rationale

Wegesrand is a gaming, media and digital education group with several offices in Germany, headquartered in Mönchengladbach. The group consists of approximately 20 full-time employees. The group possesses expertise in computer game development, game design and digital education, in addition to which the group also has several in-house developed titles which are planned to be launched in the next two years. The group is expected to have revenues of 2.0 - 2.5 million euros in 2021 with positive operating results and has shown good historical growth.

The rationale behind the acquisition of the Wegesrand Group is that Wicket Gaming obtains a platform for further establishment in Europe through new projects and acquisitions, access to a talented and experienced team of game developers, as well as several own game IP:s under development.

Comment from Eric de Basso:
“We are very pleased to welcome the Wegesrand Group with its talented team to our family. We have a common vision of being able to become a bigger player in the Games, Media, iGaming and Education verticals. I look forward to creating long-term shareholder value together with Thorsten Unger and the rest of the Wegesrand team.”

Issue of the Consideration Shares

If the issue of the Consideration Shares exceeds the Board of Director’s registered authority to issue new shares, the Board of Directors intends to convene an extraordinary general meeting after the Closing Date to approve the issue of the Consideration Shares.

Advisors

BDO is acting as financial advisor and Eversheds Sutherland (Stockholm and Munich) is acting as legal advisor to Wicket Gaming in the transaction.

For further information, please contact:

Eric de Basso, CEO, Wicket Gaming AB

Email: eric@wicketgaming.com

Phone: +46 70 780 52 00

About Wicket Gaming

Wicket Gaming is a Swedish game development company founded in 2015. The company's business concept is based on developing and distributing so-called free-to-play games in the sports genre based on proprietary brands. Since its inception, the Company has worked to develop its first title, Cricket Manager, which is a manager game in cricket for mobile devices that aims to create and own its own cricket club and compete against other players around the world. The goal is to create one of the world's most popular cricket manager games for mobile devices and to use a technical platform to broaden the game portfolio to include other sports manager games.

For more information, see Wicket Gaming's website www.wicketgaming.com

Forward-looking statements

This press release contains forward-looking statements that reflect the Company's intentions, beliefs, or current expectations about and targets for the Company's and the Group's future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company and the Group operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "intend", "may", "plan", "estimate", "will", "should", "could", "aim" or "might", or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialise or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors and readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither the Company nor anyone else undertake to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release, unless it is not required by law or Spotlight Stock Market listing rules.

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