Stillfront Group acquires Playa Games GmbH

PRESS RELEASE
December 11, 2018

Stillfront Group acquires Playa Games GmbH

Stillfront Group AB (publ) ("Stillfront") today announces its acquisition of 100% of the shares in Playa Games GmbH ("Playa Games" or the "Company"), a leading casual strategy game developer and publisher in Germany.

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.

The Company generated net revenue of approximately EUR 7.7 million, with approx. 55% in EBIT margin for the period January-September 2018. Playa Games was founded in 2009 by Jan Beuck and Martin Jässing, the sole direct and indirect owners, both of whom will remain active as the key management team of the Company going forward.

"Playa Games fits perfectly into Stillfront's growth strategy by broadening our portfolio of studios and games with characteristics that drive long term gamer relations. Playa Games portfolio and pipeline of games fits perfectly to our games portfolio and increases the potential for synergies within the Group. It is with pleasure I today welcome Jan Beuck, Martin Jässing and the whole team at Playa Games 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 Playa Games, and we look forward to share market knowledge and create synergies with the other studios of the Stillfront Group", says Jan Beuck, CEO of Playa Games.

THE TRANSACTION

The transaction involves the acquisition of 100% of the shares in Playa Games. Completion of the acquisition is expected to occur mid December 2018.

The Company will be consolidated into Stillfront's consolidated financial reporting from 1 December 2018.

Upon completion of the acquisition, EUR 20,000,000 will be paid to the sellers, of which approx. EUR 14,000,000 is payable in cash and the remaining approx. EUR 6,000,000 is payable in 425,913 newly issued shares in Stillfront, where the subscription price corresponds to the volume weighted 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 1.77% on a fully diluted basis (i.e. based on the total number of shares and votes outstanding after the share issue). The purchase price payable upon completion of the acquisition will be subject to adjustment based on the cash, financial debt and the difference between normalized and actual net working capital of the Company as at the date of completion of the transaction. The adjustment amount is payable by the sellers or Stillfront (as the case may be) in cash. The part of the purchase price payable upon completion corresponds to an enterprise value of 4 times the projected EBIT for 2018 of the Company.

The sellers may be entitled to an adjustment consideration to the extent the EBIT of the Company for the fiscal year 2018 exceeds a certain level. To the extent the EBIT of the Company for the fiscal year 2018 falls below a certain level, the difference amount shall be offset against any future earn-out payable in accordance with the below.

Further, an earn-out consideration is payable by Stillfront in an aggregate maximum total amount of EUR 25,000,000 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 2019 and 2020. The ultimate size of the yearly earn-out component will depend on the EBIT development of the Company. In addition, the earn-out consideration amount based on the year 2019 shall be capped at EUR 15,000,000, where the excess (if any) shall be accumulated for the next year. The total purchase price payable by Stillfront for Playa Games cannot exceed EUR 45,000,000. Stillfront considers that the total potential consideration, if payable, will result in very attractive earnings multiple for the Company.

The cash portion of the purchase price payable upon completion is intended to be financed by cash at hand and available credit facilities and the adjustment consideration (if any) as well as the cash portion of the earn-out consideration is intended to be financed through internal cash generation and available credit facilities. The subscription price for the newly issued shares related to the earn-out consideration shall correspond to the volume weighted 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 425,913 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.

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
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 ten 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 and Imperia Online, Bulgaria. 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.

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 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

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 22.15 CET on 11 December 2018.