Toadman Interactive completes the acquisition of Sold Out
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PRESS RELEASE
Stockholm, 12 December 2019
INSIDE INFORMATION: Toadman Interactive AB (publ) (”Toadman” or the “Company”) has today completed the acquisition of 100 percent of the shares in Sold Out Sales & Marketing Limited ("Sold Out"), which was announced through a press release on 26 November 2019 (the "Transaction"), for a consideration of GBP 16.0 million, plus an additional consideration of up to GBP 5.2 million, on a cash- and debt- free basis (the “Consideration”). The Consideration is paid partly in shares in Toadman amounting to 2,772,640 shares, corresponding to a value of GBP 4.0 million, which corresponds to SEK 49.3 million (calculated as set out below) (the "Consideration Shares"), and partly through a cash payment amounting to GBP 12.0 million, which corresponds to SEK 148 million (the "Cash Consideration"). Following the Transaction, the sellers of Sold Out, Garry Williams and James Cato, will hold approximately 4.5 percent each of the total number of outstanding shares and votes in Toadman.
COMPLETION OF THE ACQUISITION OF SOLD OUT
The upfront consideration which has been paid for 100 percent of the shares in Sold Out amounts to GBP 16.0 million, equivalent of SEK 197.3 million, on a cash- and debt- free basis (the "Upfront Consideration"). The Upfront Consideration is comprised of the Cash Consideration and the Consideration Shares.
The value of the Consideration Shares amounts to GBP 4.0 million, corresponding to SEK 49.3 million and 2,772,640 shares in Toadman. The price per Toadman share is based on a based on a volume
weighted average price on Nasdaq First North Growth Market for the ten consecutive trading days preceding 27 November 2019 equal to SEK 17.7881 per Toadman share.
The Cash Consideration of GBP 12.0 million, equivalent of SEK 148.0 million, has been paid in cash and is financed through proceeds from the previously announced tap issue of the Company's bond and share issue.
In addition to the Upfront Consideration, Toadman may pay an earn-out consideration to the sellers of Sold Out of up to GBP 5.2 million if Sold Out reaches an EBIT of GBP 3.2 million for the twelve-month period commencing on 1 January 2020. The earn-out consideration may be paid through a mix of additional shares and cash, the mix to be determined by Toadman, except that Toadman shall not settle more than GBP 2.0 million in shares unless the sellers of Sold Out agree otherwise.
The share issue which was approved by the extra general meeting earlier today results in a dilution of approximately 29.2 percent of the number of shares and votes in the Company after the Transaction, through an increase in the number of outstanding shares by 9,117,640 to 31,209,159. The share capital will increase by SEK 364,705.60 from SEK 883,660.76 to SEK 1,248,366.36. Of the 9,117,640 shares which are issued, 6,345,00 shares are delivered to investors who have acquired shares in the directed share issue which was announced by the board of directors on 27 November 2019 and 2,772,640 shares comprise the Consideration Shares.
Toadman’s and Sold Out’s financial reporting will be consolidated from 1 January 2020. For further information about the acquisition of Sold Out, please refer to the previous press releases published on 26 and 27 November 2019.
FINANCIAL AND LEGAL ADVISORS
Carnegie Investment Bank AB (publ) is acting as financial advisor to Toadman in relation to the Transaction. Baker McKenzie (Stockholm and London) is acting as legal advisor to Toadman. Harbottle & Lewis LLP is legal advisor to Sold Out and its shareholders, with Cirio Advokatbyrå AB advising on matters of Swedish law. Gernandt & Danielsson Advokatbyrå KB is acting as legal counsel to Carnegie Investment Bank AB (publ).
RESPONSIBLE PARTIES
The information in this press release has been published through the agency of the below persons, at the time stated by Toadman Interactive AB (publ) news distributor Cision at publication of this press release. The below persons may also be contacted for further information.
FOR FURTHER INFORMATION, PLEASE CONTACT:
Robin Flodin, CEO
Phone: +46 70 477 06 34
Alexander Albedj, Chairman
Phone: +46 76 221 30 75
alexander.albedj@thetoadman.com
ABOUT TOADMAN
Toadman develops and markets PC, console and mobile games for the global games market. The Group employs 100+ game developers and creates their own original IP as well as consult for other game publishers around the world through their Game Development Division. In addition, the Group’s Marketing Division has helped to release 1,500+ titles, many are world renowned brands such as Call of Duty, Destiny, Dark Souls and Rage. The Group has it’s headquarter in Stockholm, Sweden with 200 employees in 6 offices world-wide.
Nasdaq First North Growth Market Ticker Symbol: TOAD
Certified Adviser: Eminova Fondkomission AB, Phone: +46 8 684 211 00
ABOUT SOLD OUT
Sold Out is a London-based leading video game publisher and distributer specializing in digital and physical publishing for console and PC formats. The company in its current shape was founded in 2014 by Garry Williams and James Cato, together comprising decades of industry experience and acknowledged expertise from various game developers. Sold Out has 18 employees providing a full-service offering to game developers seeking to bring their game titles to the market with services ranging from publishing and sales to distribution and lifecycle management.
IMPORTANT INFORMATION
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in Toadman in any jurisdiction, neither from Toadman nor from someone else.
This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into Australia, Hong Kong, Japan, Canada, New Zealand, Singapore, South Africa, the United States or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.
In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.
This announcement is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. Toadman has not authorized any offer to the public of shares or other securities in any member state of the EEA and no prospectus has been or will be prepared in connection with the Directed Share Issue. In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation.
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 Nasdaq First North Growth Market rule book for issuers.
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