Stillfront Group AB: Stillfront Acquires Majority Stake in Simutronics

PRESS RELEASE
JUNE 21, 2016

Stillfront Acquires Majority Stake in Simutronics

Stillfront Group AB (publ) today announces its acquisition of the majority of the shares in Simutronics Corp. Simutronics, based in St Louis, Missouri, was founded in 1987 by David Whatley, who is the CEO of the company. David Whatley is a highly respected industry veteran and acts as speaker regularly in different industry contexts such as GDC, iDEV360, Unite and many more.

Simutronics has developed and is operating the games GemStone IV and DragonRealms. Both of which are MUD-style text-based games with a very loyal player base. Further, Simutronics is a well renowned and profitable mobile games developer, having developed Tiny Heroes(TM), One Epic Knight(TM) and Lara Croft Relic Run(TM). Lara Croft Relic Run(TM) has been a great success with more than seventeen million downloads. With this acquisition Stillfront adds both a new Strategy games genre as well as mobile game capabilities to the Group.

Simutronics is currently developing its own IP in the mobile strategy game area, to be announced. Simutronics currently has 20 employees and reached over 2 MUSD in revenues during 2015. David Whatley will remain the CEO of Simutronics and continue to lead the talented team.

Jörgen Larsson, CEO, Stillfront Group, comments

"Simutronics and Stillfront constitutes an excellent fit. We share the philosophy and cornerstones of Stillfront's PLEX strategy and Simutronics will strengthen Stillfront's position in a number of areas, for instance in the mobile space and Unity development. I am extremely pleased to have David Whatley and his entire team at Simutronics as a valuable strategic addition to the Stillfront family", Jörgen Larsson, CEO, Stillfront Group, comments.

David Whatley, CEO, Simutronics, comments

"I am excited for Simutronics 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", David Whatley, CEO, Simutronics Corp., comments.

The Transaction in Detail

Stillfront acquires 52.65% of the outstanding shares of Simutronics. Simutronics will be consolidated in the financial reporting of Stillfront as of June 1, 2016. The consideration to be paid at closing in June 2016 will amount to in total USD 937,661 and be paid partly in cash and partly in Stillfront equity. The cash part will amount to USD 787,635 and the equity part to USD 150,026. Furthermore, an earn-out consideration consisting partly of cash and partly of equity will be paid based on the financial performance of Simutronics during 2017. The earn-out consideration shall not exceed USD 1,805,400. As of the closing in June 2016, approximately 19,000 Stillfront shares representing approximately 0.4 % of the total number of shares in Stillfront will be issued, constituting the equity part of the consideration. The subscription price will be determined based on the average price per Stillfront share on Nasdaq First North during the 30 days preceding the date of subscription for shares. The share issue will be resolved upon at closing by the board of directors of Stillfront in accordance with the authorization granted at the annual general meeting.

Closing is scheduled to take place on or before 30 June 2016.

Stillfront has furthermore agreed to establish an incentive program to the key management individuals in Simutronics. The incentive program will consist of 35,000 stock options and 7,500 restricted stock units which entitle to acquisition of the same amount of shares in Stillfront and will be granted upon resolution by the board of directors of Stillfront in connection with closing. The options and the units will be subject to a four-year vesting schedule. The exercise price of the options shall correspond to the fair market value of the Stillfront share at the grant date. The units shall entitle the holder to compensation for dividend payments on the underlying shares from the company.

The costs, including social security contributions, for the fulfilment of the program depend on which arrangements Stillfront will make to fulfil the options. If the aggregate fair market value of the shares exercisable under the stock options in any calendar year exceeds USD 100,000, social security contributions corresponding to 8% of the value of the benefit shall be paid.  Fulfilment of the options through a new share issue is not expected to cause the company any material costs. A new share issue of 42,500 shares will, however, entail a dilution of approximately 0.84%. Costs for fulfilment of the options through for example repurchase and sale of Stillfront's own shares depends on inter alia the current price of the share at the time of the purchase. Costs for dividends in relation to the Restricted Stock Units depends on Stillfront's result and future capacity to pay dividends.

Stillfront has furthermore invested USD 500,000 in Simutronics to accelerate the development of its current mobile strategy games. The investment is structured as a loan on market terms.

For additional information, please contact:

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

Sten Wranne, CFO at Stillfront
Phone: +46 705 851258
E-mail: 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 four near-autonomous subsidiaries: Bytro Labs in Germany, Coldwood Interactive in Sweden, Power Challenge in the UK and Sweden, and Dorado Online Games in Malta. 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.

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