Stillfront Group acquires Storm8, Inc. and raises new financing

NOT FOR DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, WITHIN OR TO THE UNITED STATES, AUSTRALIA, HONG KONG, JAPAN, CANADA, SWITZERLAND, SOUTH AFRICA OR NEW ZEALAND OR ANY OTHER JURISDICTION WHERE THE DISTRIBUTION OR PUBLICATION OF THIS PRESS RELEASE WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES

Press release

Stockholm

2020-01-21

INSIDE INFORMATION:] 

Stillfront Group AB (publ) ("Stillfront") has today entered into an agreement with the owners of Storm8, Inc. (“Storm8”), a leading mobile mash-up game developer headquartered in California, to acquire 100 percent of the shares in Storm8, for an upfront consideration of USD 300 million and, if certain EBIT levels for the financial years 2020 and 2021 are achieved, an earn-out consideration of up to USD 100 million, on a cash and debt free basis. USD 75 million of the upfront consideration is payable in 1,910,671 newly issued shares in Stillfront and the remainder in cash, and 75 percent of the earn-out consideration is payable in cash and 25 percent in newly issued shares in Stillfront (the "Transaction"). In order to finance part of the Transaction, Stillfront's Board of Directors has determined to summon an Extraordinary General Meeting to resolve on a set off issue of 1,910,671 shares (the "Consideration Shares"). Stillfront has further secured a new SEK 1,600 million revolving credit facility with a tenor of 3.5 years from Nordea Bank Abp, filial i Sverige and Swedbank AB (publ) to finance the Transaction. In addition, a SEK 500 million term loan facility with a maturity of 12 months is made available by Nordea Bank Abp, filial i Sverige and Swedbank AB (publ) for further financial flexibility and may be utilized at the sole discretion of Stillfront or replaced by a subsequent bond issue under Stillfront’s outstanding 2019/2024 bond loan, subject to market conditions. Stillfront also contemplates to explore the conditions for raising additional equity through one directed share issue, which in part is within the limit of Stillfront’s existing authorization to issue shares from the Extraordinary General Meeting held on 10 December 2019 and in part subject to the approval of the Extraordinary General Meeting and one directed share issue to Laureus Capital GmbH, one of the shareholders of the Company, which is subject to the approval of the Extraordinary General Meeting.

The Transaction in brief

• The total upfront consideration payable upon completion of the acquisition of 100 percent of the shares in Storm8 amounts to USD 300 million on a cash and debt free basis, of which USD 75 million shall be paid in 1,910,671 newly issued shares in Stillfront and the remainder in cash 
• The sellers will also be entitled to an earn-out consideration of up to USD 100 million if certain EBIT levels for the financial year 2020 and 2021 are achieved, payable 75 percent in cash and 25 percent in newly issued shares in Stillfront
• The Transaction is in line with Stillfront's communicated strategy to actively identify, evaluate and acquire attractive mobile and browser-based gaming companies
• Stillfront's wide portfolio of successful midcore strategy games and Storm8's portfolio of over 50 published casual, puzzle and latest narrative match3 games with progression meta layers provide for compelling complementary portfolios, achieving broadened genre, audience and addressable market, offering synergies and genre mash up opportunities
• Storm8 has preliminary unaudited net revenues and EBIT (IFRS) for the twelve months ended 30 September 2019 of SEK 1,101 million and SEK 588 million respectively 
• The combined group has pro forma net revenues and adjusted EBIT[1] for the twelve months ended 30 September 2019 of SEK 2,883 million and SEK 1,198 million, respectively
• In order to finance the Transaction, Stillfront's Board of Directors has 
• determined to summon an Extraordinary General Meeting to resolve to issue the Consideration Shares, 
• secured a new SEK 1,600 million revolving credit facility with a tenor of 3.5 years from Nordea Bank Abp, filial i Sverige and Swedbank AB (publ), 
• decided to raise additional equity through the form of a directed share issue of a maximum of 3,424,129 shares as part of an accelerated book building procedure which is announced separately in connection with this press release, which in part is within the limit of Stillfront’s existing authorization from the Extraordinary General Meeting held on 10 December 2019, and in part subject to the approval of the Extraordinary General Meeting and also through the form of a directed share issue of SEK 100 million to Laureus Capital GmbH, one of the shareholders of the Company which is subject to the approval of the Extraordinary General Meeting.
• Furthermore, a SEK 500 million term loan facility with a maturity of 12 months is made available from Nordea Bank Abp, filial i Sverige and Swedbank AB (publ) for further financial flexibility and may be utilized at the sole discretion of Stillfront or replaced by a subsequent bond issue under Stillfront’s outstanding 2019/2024 bond loan, subject to market conditions, and
• Completion of the Transaction is subject to customary closing conditions including the approval by the Extra General Meeting of the issue of the Consideration Shares and merger control clearance and is envisaged to occur no later than 28 February 2020

"The acquisition of Storm8 is an excellent strategic fit for Stillfront. Together we will be present as market-leaders in two of the largest fast-growing genres in the gaming industry and create a leading free-to-play powerhouse. Stillfront has until today focused mainly on midcore strategy games and Storm8 is a market leader in the casual and puzzle games genre and has recently further developed into mash-up genre combined with progression meta layers. The acquisition expands Stillfront´s target audience and total addressable market: Storm8 focuses on female audience across broad age range centered 25-45, complementing the middle-age male audience of Stillfront. The combination of our product portfolios and audiences transforms Stillfront´s position in the global games market, almost tripling our monthly and daily active users. The effects of this deal contribute to Stillfront's long term strategy and strengthen the financial position of Stillfront. It is with pleasure I today welcome Perry Tam, CEO of Storm8, and the whole team to Stillfront”, says Jörgen Larsson, CEO, Stillfront.

“Since Storm8's founding in 2009, our team remains as excited as ever about the massive mobile games market opportunity. We are looking forward to working with Jörgen and the entire Stillfront team to take our games to new heights. Stillfront and Storm8 are a natural fit with a shared entrepreneurial culture and a commitment to greatness. Joining the Stillfront family is the next step in our journey to building the market leading free-to-play powerhouse", says Perry Tam, CEO and Co-Founder, Storm8. 

BACKGROUND AND REASONS

Stillfront is a global group of gaming studios and a market leader in the free-to-play online games genre. Stillfront's diverse games portfolio has two common themes; loyal users and long lifecycle games. Organic growth and carefully selected and executed acquisitions embody Stillfront's growth strategy. A core element within Stillfront's business model is to actively identify, evaluate and acquire interesting gaming companies active in the mobile and browser strategy genre. Stillfront has during the last ten years evaluated more than 1,500 targets and closed 12 acquisitions that have fulfilled Stillfront’s criteria. 

Founded in 2009 by Perry Tam, William Siu, Chak Ming Li and Laura Yip, Storm8 is a leading mobile publisher with a long history in mobile game development, publishing and live operations. Storm8 has published more than 50 games that collectively achieved over 1 billion cumulative downloads and over 1 billion USD in cumulative gross revenue. Storm8 was one of the earliest pioneers in free-to-play mobile games, and today generates revenue primarily from in-game sale of virtual goods and from online advertising, creating a long tail of revenue streams. More recently, Storm8 successfully launched and continues to grow Home Design Makeover and Property Brothers Home Design, which combine Storm8’s deep expertise in casual, puzzle game mechanics and a home design progression meta layer. All founders and key employees Storm8 are expected to remain active and continue growing its games. Storm8 is a team of seasoned professionals with an average tenure of +6 years. Storm8 generated preliminary unaudited net revenues (IFRS) of approximately SEK 1,101 million, and approximately SEK 588 million in EBIT (IFRS) for the twelve months ended 30 September 2019.[2]

The acquisition of Storm8 will significantly strengthen Stillfront's market position and game portfolio. The two companies are active within the two largest different genres, where Stillfront focuses mainly on free-to-play midcore strategy games and Storm8 focuses on the casual match3 games genre, recently further developed into mash-up genre combined with progression meta layers. Stillfront primarily focuses on a middle-age male audience while Storm8 focuses on a female audience centered around 25-45 years. The combination of Stillfront's and Storm8's complementary product portfolios and audiences makes excellent strategic fit and significantly increases Stillfront’s addressable market. The combined group will be well-positioned to optimize and further develop its well-diversified portfolio. 

Stillfront expects the acquisition of Storm8 to result in a number of potential synergies and increased growth opportunities directly upon completion of the Transaction. In particular, Stillfront’s expertise in longevity with building/progressing and expertise in monetizing this kind of meta layer fits well with Storm8’s mash up approach and allows for future synergies across the wider Stillfront group. Storm8’s engine strategy provides a strong strategic fit with Stillfront’s PLEX strategy and offers extensive opportunities to build new games. Achieving these synergies will result in enhanced profitability within the combined group. No revenue synergies or cost reductions have been taken into consideration in the pro forma figures.

UNAUDITED PRO FORMA INFORMATION

A preliminary pro forma consolidated condensed balance sheet per 30 September 2019 is presented below with the purpose of describing the financial situation after the Transaction. The pro forma consolidated balance sheet is solely intended to describe the hypothetical situation of the new group as if the Transaction had been completed as of 30 September 2019, based on Stillfront’s and Storm8’s financial situation as of 30 September 2019. Storm8 has thus far had USD as its reporting currency. The USD figures have been translated to SEK using the FX-rate as of 30 September 2019, with USD/SEK at 9.80. Stillfront has carried out a preliminary IFRS conversion of Storm8's financial position for the purposes of the pro forma financial statements. All numbers are preliminary and unaudited.[3]

A preliminary pro forma income statement for the twelve months ended 30 September 2019 is shown below, with the purpose of describing a hypothetical financial result as if the Transaction had been completed per 1 October 2018. No synergies have been taken into consideration. Storm8 has thus far had USD as its reporting currency. The USD figures have been translated to SEK using the average FX-rate for the period, with USD/SEK at 9.31. Stillfront has carried out a preliminary IFRS conversion of Storm8's financial result for the purposes of the pro forma financial statements. The preliminary pro forma income statement does not reflect the acquisition of Kixeye, Inc, prior to its consolidation date in the Stillfront group. All numbers are preliminary and unaudited.[4]  

Stillfront has not completed the detailed valuation analyses necessary to arrive at the final estimates of the fair market value of the assets to be acquired and the liabilities to be assumed in connection with the acquisition of Storm8. The preliminary allocation of the consideration for the acquisition used in this unaudited preliminary pro forma information is based upon Stillfront's preliminary estimates at the date of preparation of this preliminary pro forma information. As a result of the finalization of this allocation after the acquisition’s final completion, Stillfront expects to make adjustments to the acquisition analysis, where some of these adjustments could be material. Differences between the preliminary and the final acquisition analysis could have a material impact on Stillfront's pro forma financial performance.

CONSIDERATION

The transaction involves the acquisition of 100 percent of the shares in Storm8 through a so called reverse triangular merger for an upfront consideration payable upon completion of acquisition of 100 percent of the shares in Storm8. The upfront consideration amounts to USD 300 million on a cash and debt free basis, of which USD 75 million shall be paid with the Consideration Shares and the remainder in cash. The number of Consideration Shares that corresponds to USD 75 million has been calculated using the volume weighted average price of the Stillfront shares for a period of fifteen (15) trading days up to and including 20 January 2020 and a USD/SEK exchange rate of 9.44636, i.e. the subscription price per Consideration Share amounts to SEK 370.80.

Completion of the acquisition is expected to occur no later than on 28 February 2020. Storm8 would then be consolidated into Stillfront’s consolidated financial reporting from 1 March 2020.

The sellers may also be entitled to an earn-out consideration of up to USD 100 million payable 75 percent in cash and 25 percent in newly issued shares in Stillfront, if certain EBIT levels for the financial years 2020 and 2021 are achieved. The ultimate size of the earn-out component will depend on the EBIT development of Storm8. The earn-out consideration is payable in 2021 and 2022 following the approval of the audited annual reports for the financial years ending 31 December 2020 and 31 December 2021, respectively. The number of shares that shall be issued to satisfy payment of 25 percent of each applicable earn-out payment will be based on the volume weighted average share price for the Stillfront shares for a period of five (5) trading days prior to and the five (5) trading days including and following Stillfront’s announcement of financial results for the applicable earn-out period.

ISSUE OF THE CONSIDERATION SHARES AND FINANCING

Stillfront’s Board of Directors has resolved to summon an Extraordinary General Meeting in order to resolve on, inter alia, the proposed set off issue of the Consideration Shares. The proposal means that the issue of the Consideration Shares will be carried out as a set off issue whereby the sellers of Storm8 will set off the relevant part of their respective claim for receipt of the upfront consideration against the subscription price for the Consideration Shares. 

In total, 1,910,671 Consideration Shares are proposed to be issued to shareholders of Storm8. None of the shareholders of Storm8 currently own any shares in Stillfront. The Consideration Shares will represent approximately 6.8 percent of the total number of outstanding shares and votes in Stillfront after the Transaction. Through the issue of the Consideration Shares, Perry Tam, William Siu, Chak Ming Li and Laura Yip will collectively hold approximately 6.8 percent of the outstanding shares and votes in Stillfront.

In order to finance the cash part of the Transaction, Stillfront has secured a new SEK 1,600 million revolving credit facility with a tenor of 3.5 years from Nordea Bank Abp, filial i Sverige and Swedbank AB (publ). In addition, a SEK 500 million term loan facility with a maturity of 12 months is made available by Nordea Bank Abp, filial i Sverige and Swedbank AB (publ) for further financial flexibility and may be utilized at the sole discretion of Stillfront or replaced by a subsequent bond issue under Stillfront’s outstanding 2019/2024 bond loan, subject to market condition. Stillfront also contemplates to explore the conditions for raising additional equity through a directed share issue which in part is within the limit of Stillfront’s existing authorization to issue shares from the Extraordinary General Meeting held on 10 December 2019 and in part subject to the approval by a 2/3 majority vote at the Extraordinary General Meeting and also through the form of a directed share issue of SEK 100 million to Laureus Capital GmbH, one of the shareholders of the Company, which is subject to the approval by a 9/10 majority vote at the Extraordinary General Meeting as Laureus Capital GmbH has a representative on the Board of Directors. Laureus Capital GmbH currently holds 15.9 percent of the shares and votes in Stillfront. Additional information about the accelerated bookbuilding and the contemplated subsequent bond issue will be announced separately today.

Any proceeds from the accelerated bookbuilding, which have not been used to finance the Transaction or to pay the related transaction costs, will be booked as cash on Stillfront’s balance sheet and used for future expansion and general corporate purposes.

CONDITIONS FOR THE COMPLETION OF THE TRANSACTION

Stillfront’s acquisition of Storm8 is conditional upon the Extraordinary General Meeting resolving to issue the Consideration Shares. The resolution will require the support of shareholders representing not less than two-thirds of both the votes cast and of the shares represented at the Extraordinary General Meeting in Stillfront. If this condition, or any other condition precedent for completion of the Transaction[5] is not fulfilled within a specified time period from the signing of the acquisition agreement, both Stillfront and the sellers of Storm8 have the right to terminate the acquisition agreement. As a consequence, investors participating in the directed share issue as part of the accelerated bookbuilding will enter into binding arrangements regarding their subscription with Stillfront prior to knowing the outcome of the Transaction. 

EXTRAORDINARY GENERAL MEETING AND VOTING COMMITMENTS

An Extraordinary General Meeting in Stillfront is planned to be held on 7 February 2020 to approve the issuance of shares resolved on by the Board of Directors and to issue the Consideration Shares. For further information, please refer to the notice and announcement of the outcome in the accelerated bookbuilding procedure in separate press releases which will be published before the commencement of trading on Nasdaq First North Premier Growth Market on 22 January 2020, and the documentation which will be held available on Stillfront’s website, www.stillfront.com.

Laureus Capital GmbH, representing in total 15.9 percent of the total number of outstanding shares in Stillfront has committed to vote in favour of, and additional shareholders representing approximately 52.6 percent have indicated their willingness to vote in favour of approving the share issues at the Extraordinary General Meeting for their shares held on the record date. 

TIMETABLE FOR COMPLETION OF THE TRANSACTION

Closing of the Transaction is envisaged on 28 February 2020.

TRANSACTION COSTS

Stillfront’s total costs for the Transaction are estimated to amount to approximately SEK 80 million of which SEK 45 million will be accounted for in Q1 2020 and the rest will be accounted for over the course of the respective financial instrument’s maturity.

STILLFRONT AND STORM8 COMPANY PRESENTATIONS

A joint company presentation in respect of Stillfront and Storm8 containing information regarding, but not limited to, Storm8 stand-alone financials and key performance indicators for the period until 30 September 2019, which has not previously been disclosed to the general public are attached to this press release and will be published on Stillfront’s website, www.stillfront.com, section Investors/Company.

ADVISORS
Carnegie Investment Bank AB (publ) is acting as financial advisor in relation to the Transaction and Sole Global Coordinator and Joint Bookrunner with respect to the accelerated bookbuilding and Nordea Bank Abp, filial i Sverige and Swedbank AB (publ) have been appointed Joint Bookrunners in relation to the accelerated bookbuilding (jointly the "Managers"). DLA Piper is acting as legal advisor to Stillfront. Baker McKenzie is acting as legal counsel to Carnegie Investment Bank AB (publ), Swedbank AB (publ) and Nordea Bank Abp, filial i Sverige. Aream & Co is acting as financial advisor and Gunderson Dettmer LLP is acting as legal advisor to Storm8 and its sellers in connection with the Transaction.

CONFERENCE CALL FOR INVESTORS, ANALYSTS AND THE MEDIA

Representatives of Stillfront will participate in a conference call on January 22, at 9.00 CET. To participate, please use the details set out below.
 

To participate by telephone, please dial;

SE: +46 8 505 583 51 

UK: +44 33 330 092 71 

US: +1 83 382 305 90

To participate via audiocast;

https://tv.streamfabriken.com/2020-01-22-stillfront-press-conference

For additional information, please contact:

Jörgen Larsson, CEO, Stillfront Group

Phone: +46 70 321 18 00

E-mail: jorgen@stillfront.com

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 person set out above, at 19.10 CET on 21 January 2020. 

About Stillfront

Stillfront is a global group of gaming studios and a market leader in the free-to-play online games genre. Our diverse and exciting games portfolio has two common themes; loyal users and long lifecycle games. Organic growth and carefully selected and executed acquisitions embody our growth strategy and our 650 co-workers thrive in an organization that engenders the spirit of entrepreneurship. Our main markets are the US, Germany, MENA, France and UK. We are headquartered in Stockholm, Sweden and the company, is listed on Nasdaq First North Premier Growth Market. 

For further information, please visit: stillfront.com

Certified Adviser: 

FNCA, Phone: +46 8 528 00 399 E-mail: info@fnca.se

IMPORTANT INFORMATION

The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions.  The recipients of this press release in such jurisdictions, in which this press release has been released, announced or distributed, should inform themselves of and follow such restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in Stillfront in any jurisdiction, neither from Stillfront nor from someone else.

This press release does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the new shares. Any investment decision in connection with the Share Issue must be made on the basis of all publicly available information relating to the Company and the Company’s shares. Such information has not been independently verified by the Managers. The information contained in this press release is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this press release or its accuracy or completeness. The Managers are acting for the Company in connection with the transaction and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for giving advice in relation to the transaction or any other matter referred to herein.

This press release does not constitute a recommendation concerning any investor’s option with respect to the Share Issue. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this press release and publicly available information. The price and value of securities can go down as well as up. Past performance is not a guide to future performance.

This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933 (the "Securities Act"), as amended, and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into, Australia, Canada , Japan, Hong Kong, New Zealand, Singapore, South Africa, Switzerland, the United States or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.

This announcement is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. Stillfront has not authorized any offer to the public of shares or rights in any member state of the EEA and no prospectus has been or will be prepared in connection with the Share Issue. In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation.

In the United Kingdom, this press release and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.

Information to distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares in Stillfront have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, distributors should note that: the price of the shares in Stillfront may decline and investors could lose all or part of their investment; the shares in Stillfront offer no guaranteed income and no capital protection; and an investment in the shares in Stillfront is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Share Issue. 

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in Stillfront.

Each distributor is responsible for undertaking its own target market assessment in respect of the shares in Stillfront and determining appropriate distribution channels.

[1] EBIT adjusted for Items Affecting Comparability and excluding amortization of Purchase Price Allocation-related items and estimated advisory transaction costs.

[2] The USD figures have been translated to SEK using the average FX-rate for the period, with USD/SEK at 9.31.

[3] Figures presented in this press release, including the financial information, have been subject to rounding. Accordingly, in certain instances, the sum of the numbers in a column or row in tables may not add up.

[4] See footnote 3.

[5] Such closing conditions include that all applicable antitrust filings and notifications shall have been made and all applicable waiting periods shall have terminated or lapsed, that there shall be no injunction prohibiting the merger, that requisite consent has been obtained by the shareholders of Storm8, that certain representations and warranties are true and correct in all material respects, that there shall not have occurred a material adverse effect, that there is no breach of the merger agreement, that there shall be not more than a certain level of dissenting Storm8 shareholders and that no key employee agreement shall have been revoked.