Stillfront Group AB: Stillfront Group acquires Imperia Online JSC

PRESS RELEASE 
21 September, 2018 

Stillfront Group acquires Imperia Online JSC

Stillfront Group AB (publ) ("Stillfront") today announces its acquisition of 100% of the shares in Imperia Online JSC ("Imperia Online" or the "Company"), a leading game developer and publisher in Southeastern Europe with focus on long term gamer relations.

Imperia Online is one of the leading game developer and publishers in Southeastern Europe with 25 released games and over 45 million users worldwide. The Company's flagship title is Imperia Online, a medieval Massively multiplayer online (MMO) strategy game published on both browser and mobile platforms. Imperia Online is based in Sofia, Bulgaria and has approximately 50 employees.

The Company generated net revenue of approximately EUR 4.1 million, with approx. 48% in operating margin for the period January-August 2018. Imperia Online was founded in 2009 by Dobroslav Dimitrov and Moni Dochev. All together there are nine sellers all of whom will remain active as the key management team of the Company going forward.

"Imperia Online fits perfectly into Stillfront's growth strategy by broadening our portfolio of studios and games with characteristics that drive long term gamer relations. Imperia Online is a leading developer and publisher with a solid and highly loyal user base. It is with pleasure I today welcome Dobroslav, Moni, Cvetan and the whole team at Imperia Online to the Stillfront family", says Jörgen Larsson, CEO, Stillfront.

"Becoming part of Stillfront Group enables us to continue our development of new products within online strategy games. We see this acquisition as a strategic next step for Imperia Online, and we look forward to share market knowledge and create synergies with the other studios of the Stillfront Group", says Dobroslav Dimitrov, CEO of Imperia Online.

The transaction

The transaction involves the acquisition of 100% of the shares in Imperia Online. Completion of the acquisition is expected to occur around 11 October 2018.
The Company will be consolidated into Stillfront's consolidated financial reporting from 1 October 2018.

Upon completion of the acquisition, EUR 10,000,000 will be paid to the sellers, of which EUR 5,000,000 is payable in cash and the remaining EUR 5,000,000 is payable in 269,412 newly issued shares in Stillfront, where the subscription price corresponds to the average price per share in Stillfront traded on the Nasdaq First North exchange during the 30 days preceding the date hereof. This corresponds to a dilution of 1.14% on a fully diluted basis (i.e. based on the total number of shares and votes outstanding after the share issue). The part of the purchase price payable upon completion corresponds to an enterprise value of 2.9 times the projected EBIT for 2018 of the Company.

Further, an earn-out consideration is payable by Stillfront in an aggregate maximum total amount of EUR 17,500,000 out of which 50% shall be paid in cash and 50% in newly issued shares in Stillfront. The earn-out consideration is payable annually following the approval of each of the audited annual reports for the financial years ending 31 December 2018, 2019, 2020 and 2021. The ultimate size of the yearly earn-out component will depend on the EBIT development of the Company. In addition, the respective earn-out consideration amounts based on the years 2019 and 2020 shall each be capped at EUR 7,000,000, where the excess (if any) shall be accumulated for the next year. The total purchase price payable by Stillfront for Imperia Online cannot exceed EUR 27,500,000. Stillfront considers that the total potential consideration, if payable, will result in a very attractive earnings multiple for the Company, well below Stillfront's current valuation.

The cash portion of the purchase price payable upon completion is intended to be financed by cash at hand and the cash portion of the earn-out consideration is intended to be financed through internal cash generation. The subscription price for the newly issued shares related to the earn-out consideration shall correspond to the average price per share in Stillfront traded on the Nasdaq First North exchange during the 30 days preceding the end of the relevant fiscal year.

The 269,412 newly issued shares in Stillfront that are to be issued to the sellers upon completion are subject to customary transfer restrictions during a period of twelve months from the date of receipt of the same. The additional shares received by the sellers as part of the earn-out consideration are subject to customary transfer restrictions during a period of twelve months from the date of receipt of the same.

The acquisition is conditional upon certain trademarks having been duly registered with the Company between the date hereof and the date of completion of the acquisition.

FOR ADDITIONAL INFORMATION, PLEASE CONTACT:

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

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

ABOUT STILLFRONT

Stillfront is a group of independent creators, publishers and distributors of digital games - with a vision to become the leading group of indie game creators and publishers. Stillfront operates through nine 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 United States, Babil Games in UAE and Jordan, eRepublik in Ireland and Romania, OFM Studios in Germany and Goodgame Studios in Germany. Stillfront's games are distributed globally. The main markets are Germany, the United States, France, UK and MENA.

SELECTED GAMES

Stillfront's portfolio includes games across multiple platforms. Unravel and Unravel Two are widely acclaimed console games developed by Coldwood in collaboration with Electronic Arts. 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. Siege: Titan Wars(TM) is a popular mobile game developed by Simutronics. Nida Harb III and Admiral are mobile strategy games with very strong player bases, which are published by Babil Games. World at War: WW2 and War and Peace: Civil War are a successful mobile strategy games developed and published by eRepublik Labs. Online Fussball Manager is a leading sports management game. EMPIRE and BIG FARM are major brands operated by Goodgame Studios.

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 21 September 2018.