Stillfront Group AB: Stillfront Acquires eRepublik Labs

PRESS RELEASE
May 30, 2017

Stillfront Acquires eRepublik Labs

Stillfront Group AB (publ) ("Stillfront") today announces its acquisition of 100% of the shares in eRepublik Labs. Limited ("eRepublik" or the "Company") from Alexis Bonte, Gergat Trading Limited (owned by Alain Bonte), funds managed by IDinvest Partners SA (the "Majority Shareholders") and a number of minority shareholders (the "Minority Shareholders"). The Majority Shareholders and the Minority Shareholders are jointly referred to as the "Sellers". eRepublik, based in Dublin, Ireland, and Bucharest, Romania was co-founded in 2007 by Alexis Bonte (CEO) and George Lemnaru. Alexis Bonte has a strong track record of corporate achievements from a number of Internet companies including lastminute.com and as an Executive in Residence (XiR) at leading global venture capital firm Atomico. The Company owns all outstanding shares in ERPK LABS S.R.L., a company based in Bucharest, Romania (the "Subsidiary" and jointly with eRepublik, the "Companies" or the "Group").

The Group develops and publishes the game 'eRepublik.com', a browser based free-to-play strategy game launched in 2008. The Group also develops and publishes the games 'Age of Lords' (launched in 2015) which is a mobile game in the MMORPG-genre and 'World at War: WW2 Strategy MMO', a mobile strategy game which has experienced strong growth since its launch in October 2016.

The Group currently has 34 staff and had revenue in excess of MEUR 2.5 in 2016 and MEUR 0.9 during the period January 2017 - March 2017, with approx. 20% operating margin. The existing management will also lead the highly competent team of eRepublik going forward, for future profitable growth.

Jörgen Larsson, CEO, Stillfront Group, comments:

"eRepublik fits perfectly into Stillfront's strategy PLEX by broadening Stillfront's portfolio of studios and games with characteristics that drives long term gamer retention. The acquisition forms an important part of the realization of Stillfront's growth strategy. It is with pleasure I today welcome Alexis and the whole team at eRepublik to the Stillfront family", says Jörgen Larsson, CEO, Stillfront.

Alexis Bonte, CEO, eRepublik Labs, comments:

"I am enthusiastic about eRepublik merging with Stillfront. We share the same goals and vision and I am convinced that this will add great strategic value to both companies, by becoming part of a larger family that reinforces our position both on the global and local markets" says Alexis Bonte, CEO and Co-Founder, eRepublik.

The transaction in detail

The transaction involves the acquisition of 100% of the shares in eRepublik All shares will be transferred at or on about the closing of the acquisition but at signing of the acquisition agreement only owners representing 99.58% of the shares have signed the acquisition agreement. The remaining shares will be transferred by agreement or by provisions in the articles of association of eRepublik. Completion of the acquisition is expected to occur around 27 June 2017. 

The Group will be consolidated into Stillfront's consolidated financial reporting from May 2017.

Upon completion of the acquisition, EUR 7,500,000 will be paid to the Sellers, of which EUR 4,050,000 is payable in cash and the remaining EUR 3,450,000 is payable in 441,233 newly issued shares in Stillfront. The number of newly issued shares in Stillfront has been based upon the average price per share in Stillfront at Nasdaq First North during the 30 calendar days preceding 29 May 2017 which was SEK 75.72 and the average exchange rate for the corresponding period where 1 EUR corresponds to SEK 9.68. Further, an earn-out consideration is payable by Stillfront, provided that certain targets are met, in an aggregate maximum total amount of EUR 13,000,000 out of which 50% shall be paid in cash and 50% in newly issued shares in Stillfront, following the approval of audited annual reports for the financial 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 shall not exceed EUR 4,333,333 for fiscal year 2017 or EUR 8,666,666 for fiscal years 2017 and 2018 together. The purchase price payable by Stillfront for eRepublik shall in aggregate not exceed EUR 20,500,000. The 441,233 newly issued shares in Stillfront that are to be issued to the Sellers upon completion are subject to transfer restrictions during a period of twelve to eighteen months from the date of receipt of the same. Certain additional shares that can be issued as part of the earn-out consideration are subject to transfer restrictions during a period of six to nine months from the date of receipt of the same.

Stillfront will provide a loan to eRepublik in the amount of EUR 500,000 to facilitate eRepublik's repayment of debt. The loan will be granted on market terms. The existing cash in eRepublik, amounting to approx. EUR 490,000 as at 31 March 2017 will be used to operate and develop the business.

The acquisition is conditional upon there not appearing or occurring any event or circumstance that has or is reasonably likely to have a material negative impact on the Companies' or Stillfront's consolidated revenues (where a material negative impact means that the Companies' or Stillfront's consolidated revenues decrease by at least 25% compared to the budget for Q1 2017) between the date of the acquisition agreement and the date of completion of the acquisition.

FOR ADDITIONAL INFORMATION, PLEASE CONTACT:

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

Sten Wranne, CFO, Stillfront
Tel: +46 70 585 12 58
E-post: sten@stillfront.com

ABOUT STILLFRONT

Stillfront is an independent creator, publisher and distributor of digital games - with a vision to become one of Europe's leading indie game creators and publishers. Stillfront operates through six near-autonomous subsidiaries: Bytro Labs in Germany, Coldwood Interactive in Sweden, Power Challenge in the UK and Sweden, Dorado Online Games in Malta, Simutronics in the US and Babil Games in the UAE and Jordan. Stillfront's games are distributed globally. The main markets are Sweden, Germany, the United States and MENA. 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 so called MUD-games with a very loyal player base. Lara Croft Relic Run(TM) is a popular mobile game developed by Simutronics. Tank Storm and Admiral are mobile strategy games with very strong player bases, which are published by Babil Games.

Nasdaq First North Ticker Symbol: SF
Certified Adviser: Avanza Bank, phone +46 8 4094 2120

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 08:30 a.m. CEST on 30 May 2017.