Stillfront Group AB: Stillfront acquires Babil Games, the leading MENA region mobile games publisher

PRESS RELEASE
December 16, 2016

Stillfront acquires Babil Games, the leading MENA region mobile games publisher

Stillfront Group AB (publ) ("Stillfront") today announces its acquisition of 100% of the shares in Babil Games LLC ("Babil"). Babil, based in Dubai, UAE, and Amman, Jordan, was founded in 2012 by Mohammed Fahmi, Abdullah Fahmi and Hubertus Thonhauser, which all today constitute the management of the company. The founders have strong track-records as business builders within the gaming and media industries.

Babil is a pure mobile strategy games publisher that focuses on bringing high quality entertainment to the Arabic audience in the MENA (Middle East and North Africa) region. Babil has established themselves as leading in localizing, culturizing and publishing high quality mobile entertainment to the very attractive fast-growing mobile games market in the MENA region. The games are primarily sourced from Asia with long term exclusive rights. All localized content is Intellectual Property of Babil.

Babil has a track record of several successful highly grossing titles, like Niba Harb 2, Asefat Al-Dababat, Jaish Al-Foolath and Admiral, as well as an exciting pipe-line of two new titles reaching the market within the coming months.

Babil currently has 12 employees and will reach over 3 MUSD in revenues during 2016, with approximately 15% net profit margin. The management will continue to lead the talented team for further profitable growth.

Jörgen Larsson, CEO, Stillfront Group, comments

"Babil and Stillfront constitute an excellent fit. We share the passion, philosophy and cornerstones of Stillfront's PLEX strategy and Babil will strengthen Stillfront's position in a number of strategic areas, for instance in the mobile strategy games space and with publishing capabilities. The truly unique position of Babil, now within our Group, will create significant value going forward. I am extremely pleased to have MJ, AJ, Hubertus and their committed team as valuable new members to the Stillfront family", Jörgen Larsson, CEO, Stillfront Group, comments.

MJ Fahmi, CEO, Babil Games, comments

"I am excited for Babil to be joining forces with Stillfront Group. We share a common vision and objectives, and I firmly believe this will be a great strategic advantage for both companies, becoming a bigger family that will strengthen our foothold on the local and global markets", MJ Fahmi, CEO, Babil Games, comments.

The transaction in detail

Stillfront will acquire 100% of the shares in Babil through the transaction.

Babil will be consolidated in Stillfront's financial reporting from December 2016.

Upon completion of the acquisition, USD 4,500,000 will be paid to the founders, out of which USD 2,100,000 is payable in cash and the remaining part by 355,848 newly issued shares in Stillfront, where the subscription price corresponds to the average price per share in Stillfront at Nasdaq First North during the 30 days preceding the date hereof. Further, USD 300,000 is payable by Stillfront if and when the accumulated gross revenues received by Babil for the sale of certain licensed games reach a certain portion of forecasted accumulated gross revenues. Furthermore, Stillfront will pay an earn-out consideration, subject to certain EBIT-targets being met, in the aggregate maximum total amount of USD 12,500,000 payable 50 per cent in cash and 50 per cent in newly issued shares in Stillfront, following the establishment of the audited annual accounts for the fiscal years 2017, 2018 and 2019. The subscription price for such newly issued shares shall correspond to the average price per share in Stillfront at Nasdaq First North during the 30 days preceding the end of the relevant fiscal year. The earn-out consideration payable for each of the years 2017 and 2018 is capped at USD 1,700,000, however, excess amounts accumulates for subsequent years. The purchase price for the shares in Babil payable to the founders thus amounts to a maximum aggregate total of USD 17,000,000 payable 50 per cent in cash and 50 per cent in newly issued shares in Stillfront. The 355,848 newly issued shares in Stillfront that are issued to the founders upon completion are subject to customary lock-up restrictions during a period of twelve months from receipt thereof.

The cash portion of the purchase price is financed through internally generated funds.

Completion of the acquisition is expected to occur around year end 2016.

The acquisition is conditional upon (i) the receipt of necessary approvals of the acquisition from Creative City Free-Zone Authority in the Emirate of Fujairah, U.A.E, (ii) the Creative City Free-Zone Authority having updated the trade license of Babil, and (iii) no event or circumstance, reasonably likely to have a material adverse effect on Babil's revenues, having occurred.

For additional information, please contact:

Jörgen Larsson, CEO at Stillfront
Phone: +46 70 321 18 00
E-mail: jorgen@stillfront.com

About Stillfront

Stillfront is an independent creator, publisher and distributor of digital games - with a vision to become one of the leading indie game creators and publishers. Stillfront operates through five near-autonomous subsidiaries: Bytro Labs in Germany, Coldwood Interactive in Sweden, Power Challenge in the UK and Sweden, Dorado Online Games in Malta and Simutronics in the United States. Stillfront's games are distributed globally. The main markets are Sweden, Germany, the United States and South America. For further information, please visit www.stillfront.com.

Selected games

Stillfront's portfolio includes games across multiple platforms. Unravel, developed by Coldwood in collaboration with Electronic Arts, won 20+ awards at E3 and gamescom and was released in February 2016. Supremacy 1914 and Call of War are high-immersion war strategy games developed by Bytro Labs. ManagerZone is a sports management strategy game launched in 2001. DragonRealms and GemStone IV are MUD-style games with a very loyal player base. Lara Croft Relic Run(TM) is a popular mobile game developed by Simutronics.

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This information is information that Stillfront Group AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, at 13.45 CET on Dec 16, 2016.