Stillfront Group AB: Stillfront Group completes the acquisition of Playa Games GmbH and issues new shares
18 December, 2018
Stillfront Group completes the acquisition of Playa Games GmbH and issues new shares
Stillfront Group AB (publ) ("Stillfront") has completed the acquisition of 100% of the shares in Playa Games GmbH ("Playa Games" or the "Company") which was announced through a press release on 11 December 2018. In connection with the closing, Stillfront has issued 425,913 new shares against payment in kind in accordance with the share purchase agreement.
The purchase price that Stillfront paid to the sellers of Playa Games in connection with the closing amounted to EUR 20,000,000, of which approximately EUR 14,000,000 was paid in cash and the remaining approximately EUR 6,000,000 in 425,913 newly issued shares in Stillfront.
The new share issue was resolved upon by the board of directors of Stillfront pursuant to authorization granted by the annual general meeting on 30 May, 2018, which was registered with the Swedish Companies Registration Office on 11 June 2018. The new shares were only offered to and subscribed for by one of the sellers of Playa Games, Master Creating GmbH, which is jointly owned by the other two sellers Jan Beuck and Martin Jässing. Payment for the new issued shares were made by way of contribution of 7,498 of the shares in Playa Games. The remaining 17,502 shares in Playa Games were paid for in cash.
The number of newly issued shares in Stillfront has been based upon the average price per share in Stillfront traded on the Nasdaq First North exchange during the 30 days preceding 11 December 2018 which was SEK 144.75 and the average exchange rate for the corresponding period were 1 EUR corresponds to SEK 10.2779.
Through the new share issue, Stillfront's share capital will increase by SEK 298,139.10 to SEK 16,833,768.00. The number of shares will following the new share issue be 24,048,240. The dilution effect of the new share issue is therefore approximately 1.77% on a fully diluted basis (i.e. based on the total number of shares and votes outstanding after the share issue).
Playa Games is one of Germany's leading casual strategy game developer and publishers with five released games and approx. 70 million registered players. The Company's flagship title is Shakes & Fidget, a cartoon style massive multiplayer online role-playing game (MMORPG) strategy game published on both browser and mobile platforms. Playa Games is based in Hamburg, Germany.
FINANCIAL AND LEGAL ADVISORS
DLA Piper is acting as legal advisor to Stillfront in the transaction. HLY Partners is financial advisor and Osborne Clarke is legal advisor to Playa Games and its sellers in connection with the transaction.
FOR ADDITIONAL INFORMATION, PLEASE CONTACT:
Jörgen Larsson, CEO, Stillfront Group
Phone: +46 70 321 18 00
Sten Wranne, CFO, Stillfront Group
Phone: +46 70 585 12 58
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 eleven 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, Goodgame Studios in Germany, Imperia Online, Bulgaria and Playa Games, Germany. Stillfront's games are distributed globally. The main markets are Germany, the United States, France, UK and MENA. For further information, please visit www.stillfront.com.
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 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. Imperia Online, is an MMO strategy game published on both browser and mobile platforms by Imperia Online.
Nasdaq First North Ticker Symbol: SF
Certified Adviser: FNCA, phone +46 8 528 00 39
The information was submitted for publication, through the agency of the contact persons set out above, at 19.20 CET on 18 December 2018.