Annuncio • Oct 24

+ 1 more update

BPEA Fund VIII Co-Investment L.P.1 a fund managed by EQT Private Capital Asia, Rosa Investments Pte. Ltd and Cpp Investment Board Private Holdings (4) Inc. completed the acquisition of Keywords Studios plc (AIM:KWS) from Franklin Templeton Institutional, LLC, Banque Pictet & Cie SA and other shareholders for £2.2 billion.

BPEA Fund VIII Co-Investment L.P.1 a fund managed by EQT Private Capital Asia, Rosa Investments Pte. Ltd and Cpp Investment Board Private Holdings (4) Inc. have reached agreement to acquire Keywords Studios plc (AIM:KWS) from Franklin Templeton Institutional, LLC, Banque Pictet & Cie SA and other shareholders for £2 billion on July 3, 2024. A cash consideration of £1.96 billion valued at £24.5 per share will be paid by BPEA Fund VIII Co-Investment L.P.1 and EQT Private Capital Asia. As part of consideration, £1.96 billion is paid towards common equity of Keywords Studios plc. Under the terms of the Acquisition, each Keywords Studios Shareholder shall be entitled to receive: for each Keywords Studios Share 2,450 pence in cash ("Acquisition Price"). The Acquisition values the entire issued and to be issued ordinary share capital of Keywords Studios at approximately £2.1 billion on a fully diluted basis, and implies an enterprise value of approximately £2.2 billion and a multiple of approximately 15.9 times Keywords Studios' adjusted EBITDA for the 12-month period ended 31 December 2023 of £139 million. As at the Effective Date, it is intended that Bidco will be owned in the following proportions: (i) EQT's BPEA Fund VIII will indirectly own 51.0 per cent. and (ii) each of CPPIB PHI4 and Rosa Investments will indirectly own 24.5 per cent. The Acquisition will be implemented by way of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act (although Bidco reserves the right to effect the Acquisition by way of an Offer, subject to the consent of the Panel and the terms of the Cooperation Agreement). The cash consideration payable to Keywords Studios Shareholders under the terms of the Acquisition will be financed by i. equity to be invested by investment vehicles managed by affiliates of EQT, CPP Investments, acting through its wholly-owned subsidiary CPPIB PHI4, and Rosa Investments and ii. debt to be provided under the Facilities Agreement. It is expected that on or following the Effective Date, certain of EQT's equity commitments will be provided by equity co-investors in investment vehicles managed by EQT (such co-investors would be passive and not be granted any governance or control rights over Bidco or any member of the Bidco Group or Keywords Studios Group). The Acquisition is conditional on, subject to the satisfaction or (where applicable) waiver of the Conditions, among other things, (i) the approval of a majority in number of the Scheme Shareholders present and voting (and entitled to vote), either in person or by proxy, at the Court Meeting (or any adjournment thereof), representing not less than 75 per cent. in value of the Scheme Shares held by such Scheme Shareholders; (ii) the resolution(s) necessary to approve and implement the Scheme as set out in the notice of the Keywords Studios General Meeting (including, without limitation, the special resolution(s) to be specified therein) being passed by the requisite majority or majorities of Keywords Studios Shareholders at the Keywords Studios General Meeting (or any adjournment thereof); (iii) following the Court Meeting and the Keywords Studios General Meeting and satisfaction and/or waiver (where applicable) of the other Conditions, the Scheme is sanctioned by the Court (with or without modification but subject to any modification being on terms acceptable to Keywords Studios and Bidco); and (iv) following the sanction of the Scheme by the Court, the delivery of a copy of the Court Order to the Registrar of Companies. In addition, the transaction is also subject to Antitrust United Kingdom, the CMA, USA Hart Scott Rodino Antitrust Improvements Act of 1976 relating to the Acquisition having expired, lapsed or been terminated; Ireland Irish Competition Act 2002 (as amended), the Irish Competition and Consumer Protection Commission having applicable waiting periods under Part 3 of the Irish Competition Act 2002 (as amended) having expired or having been terminated; Finland the Finnish Competition and Consumer Authority having approved the consummation of the Acquisition, Austria the Austrian Federal Competition Authority and the Austrian Federal Cartel Prosecutor having waived, Cyprus the Cyprus Commission for the Protection of Competition having approved the consummation of the Acquisition (whether conditionally or unconditionally) and/or the applicable waiting periods having expired or having been terminated; Denmark the Danish Competition Act, the Danish Competition and Consumer Authority or Danish Competition Council having approved the consummation of the Acquisition (whether conditionally or unconditionally) and/or the applicable waiting periods having expired or having been terminated; Turkey the Protection of Competition, the Turkish Competition Board having approved the consummation of the Acquisition (whether conditionally or unconditionally) and/or the applicable waiting periods having expired and other Third Party Clearances. The Keywords Studios Directors intend to unanimously recommend that Keywords Studios Shareholders vote in favour of the Scheme at the Court Meeting and that Keywords Studios Shareholders vote in favour of the resolutions to be proposed at the Keywords Studios General Meeting (or in the event the Acquisition is implemented by way of an Offer, to accept or procure acceptance of such Offer), as the Keywords Studios Directors who hold interests in Keywords Studios Shares have irrevocably undertaken to do in respect of their own legal and/or beneficial holdings which are under their control being, in aggregate, 51,019 Keywords Studios Shares (representing approximately 0.06 per cent. of Keywords Studios' issued ordinary share capital on the Latest Practicable Date). The Acquisition is currently expected to complete in the fourth quarter of 2024. General Meeting and Court Meeting will held on August 30, 2024. As of August 30, 2024, Keywords Studios Shareholders approved the deal. At the Court Meeting, a majority in number of Scheme Shareholders approved the deal. As on October 21, 2024, Keywords Studios and Bidco are pleased to announce that the High Court in England and Wales has today issued the Court Order sanctioning the Scheme. Dwayne Lysaght, Jonty Edwards and Edward Hatter of J.P. Morgan Cazenove acted as financial advisor to EQT. Tom Mercer and Tim Rennie from Ashurst advises J.P. Morgan Cazenove. Stuart Skinner, Alec Pratt, William Baunton and Alexander Kladov of Numis Securities Limited and Simon Robey and Daniel Zumbuehl of Robey Warshaw LLP acted as financial advisor to Keywords Studios Plc. DLA Piper UK LLP is acting as legal adviser to Keywords Studios in connection with the Acquisition. Ben Spiers, Lucy Gillett, Antonio Bavasso and Josh Buckland of Simpson Thacher & Bartlett LLP is acting as legal adviser to EQT and Bidco. Kirkland & Ellis is acting as finance counsel to EQT and Houting B.V. Freshfields Bruckhaus Deringer LLP is acting as legal adviser to CPP Investments. Allen Overy Shearman Sterling is acting as finance counsel to the Arranger (as defined in the Facilities Agreement), Andrew Owens, Bhavin Dixit and Wee Yang Tay of HSBC Bank plc acted as Financial Adviser to Bidco. Morgan Stanley Asia Limited acted as financial advisor to Houting UK Limited (EQT). BPEA Fund VIII Co-Investment L.P.1 a fund managed by EQT Private Capital Asia, Rosa Investments Pte. Ltd and Cpp Investment Board Private Holdings (4) Inc. completed the acquisition of Keywords Studios plc (AIM:KWS) from Franklin Templeton Institutional, LLC, Banque Pictet & Cie SA and other shareholders for £2.2 billion on October 23, 2024. Upon the Scheme becoming Effective, the resignations of the Keywords Studios Non-Executive Directors, Donald Robert, Marion Sears, Charlotta Ginman-Horrell, Georges Fornay and Richard Neil Thompson, took effect. Bertrand Bodson, Jonathan Hauck and Robert Kingston will remain on the Keywords Studios Board. The cancellation of trading of Keywords Studios Shares on AIM is expected to take place at 7.00 a.m. on 24 October 2024.

Annuncio • Jul 05

BPEA Fund VIII Co-Investment L.P.1 a fund managed by EQT Private Capital Asia, Rosa Investments Pte. Ltd and Cpp Investment Board Private Holdings (4) Inc. have reached agreement to acquire Keywords Studios plc (AIM:KWS) from Franklin Templeton Institutional, LLC, Banque Pictet & Cie SA and other shareholders for £2 billion.

BPEA Fund VIII Co-Investment L.P.1 a fund managed by EQT Private Capital Asia, Rosa Investments Pte. Ltd and Cpp Investment Board Private Holdings (4) Inc. have reached agreement to acquire Keywords Studios plc (AIM:KWS) from Franklin Templeton Institutional, LLC, Banque Pictet & Cie SA and other shareholders for £2 billion on July 3, 2024. A cash consideration of £1.96 billion valued at £24.5 per share will be paid by BPEA Fund VIII Co-Investment L.P.1 and EQT Private Capital Asia. As part of consideration, £1.96 billion is paid towards common equity of Keywords Studios plc. Under the terms of the Acquisition, each Keywords Studios Shareholder shall be entitled to receive: for each Keywords Studios Share 2,450 pence in cash ("Acquisition Price"). The Acquisition values the entire issued and to be issued ordinary share capital of Keywords Studios at approximately £2.1 billion on a fully diluted basis, and implies an enterprise value of approximately £2.2 billion and a multiple of approximately 15.9 times Keywords Studios' adjusted EBITDA for the 12-month period ended 31 December 2023 of £139 million. As at the Effective Date, it is intended that Bidco will be owned in the following proportions: (i) EQT's BPEA Fund VIII will indirectly own 51.0 per cent. and (ii) each of CPPIB PHI4 and Rosa Investments will indirectly own 24.5 per cent. The Acquisition will be implemented by way of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act (although Bidco reserves the right to effect the Acquisition by way of an Offer, subject to the consent of the Panel and the terms of the Cooperation Agreement). The cash consideration payable to Keywords Studios Shareholders under the terms of the Acquisition will be financed by i. equity to be invested by investment vehicles managed by affiliates of EQT, CPP Investments, acting through its wholly-owned subsidiary CPPIB PHI4, and Rosa Investments and ii. debt to be provided under the Facilities Agreement. It is expected that on or following the Effective Date, certain of EQT's equity commitments will be provided by equity co-investors in investment vehicles managed by EQT (such co-investors would be passive and not be granted any governance or control rights over Bidco or any member of the Bidco Group or Keywords Studios Group).The Acquisition is conditional on, subject to the satisfaction or (where applicable) waiver of the Conditions, among other things, (i) the approval of a majority in number of the Scheme Shareholders present and voting (and entitled to vote), either in person or by proxy, at the Court Meeting (or any adjournment thereof), representing not less than 75 per cent. in value of the Scheme Shares held by such Scheme Shareholders; (ii) the resolution(s) necessary to approve and implement the Scheme as set out in the notice of the Keywords Studios General Meeting (including, without limitation, the special resolution(s) to be specified therein) being passed by the requisite majority or majorities of Keywords Studios Shareholders at the Keywords Studios General Meeting (or any adjournment thereof); (iii) following the Court Meeting and the Keywords Studios General Meeting and satisfaction and/or waiver (where applicable) of the other Conditions, the Scheme is sanctioned by the Court (with or without modification but subject to any modification being on terms acceptable to Keywords Studios and Bidco); and (iv) following the sanction of the Scheme by the Court, the delivery of a copy of the Court Order to the Registrar of Companies. In addition, the transaction is also subject to Antitrust United Kingdom, the CMA, USA Hart Scott Rodino Antitrust Improvements Act of 1976 relating to the Acquisition having expired, lapsed or been terminated; Ireland Irish Competition Act 2002 (as amended), the Irish Competition and Consumer Protection Commission having applicable waiting periods under Part 3 of the Irish Competition Act 2002 (as amended) having expired or having been terminated; Finland the Finnish Competition and Consumer Authority having approved the consummation of the Acquisition, Austria the Austrian Federal Competition Authority and the Austrian Federal Cartel Prosecutor having waived, Cyprus the Cyprus Commission for the Protection of Competition having approved the consummation of the Acquisition (whether conditionally or unconditionally) and/or the applicable waiting periods having expired or having been terminated; Denmark the Danish Competition Act, the Danish Competition and Consumer Authority or Danish Competition Council having approved the consummation of the Acquisition (whether conditionally or unconditionally) and/or the applicable waiting periods having expired or having been terminated; Turkey the Protection of Competition, the Turkish Competition Board having approved the consummation of the Acquisition (whether conditionally or unconditionally) and/or the applicable waiting periods having expired and other Third Party Clearances.The Keywords Studios Directors intend to unanimously recommend that Keywords Studios Shareholders vote in favour of the Scheme at the Court Meeting and that Keywords Studios Shareholders vote in favour of the resolutions to be proposed at the Keywords Studios General Meeting (or in the event the Acquisition is implemented by way of an Offer, to accept or procure acceptance of such Offer), as the Keywords Studios Directors who hold interests in Keywords Studios Shares have irrevocably undertaken to do in respect of their own legal and/or beneficial holdings which are under their control being, in aggregate, 51,019 Keywords Studios Shares (representing approximately 0.06 per cent. of Keywords Studios' issued ordinary share capital on the Latest Practicable Date). The Acquisition is currently expected to complete in the fourth quarter of 2024.Dwayne Lysaght, Jonty Edwards and Edward Hatter of J.P. Morgan Cazenove acted as financial advisor to EQT. Tom Mercer and Tim Rennie from Ashurst advises J.P. Morgan Cazenove. Stuart Skinner, Alec Pratt, William Baunton and Alexander Kladov of Numis Securities Limited and Simon Robey and Daniel Zumbuehl of Robey Warshaw LLP acted as financial advisor to Keywords Studios Plc. DLA Piper UK LLP is acting as legal adviser to Keywords Studios in connection with the Acquisition. Simpson Thacher & Bartlett LLP is acting as legal adviser to EQT and Bidco. Kirkland & Ellis is acting as finance counsel to EQT and Houting B.V. Freshfields Bruckhaus Deringer LLP is acting as legal adviser to CPP Investments. Allen Overy Shearman Sterling is acting as finance counsel to the Arranger (as defined in the Facilities Agreement).

IT Crescita del settore	17.66%
Tasso di crescita dei ricavi	22.29%
Rendimento del capitale proprio	-4.16%
Margine netto	-3.29%
Ultimo aggiornamento sugli utili	30 Jun 2024

Data	Ricavi	Utili	Spese G+A
30 Jun 24	808	-27	204
31 Mar 24	794	-3	201
31 Dec 23	780	20	199
30 Sep 23	797	28	202
30 Jun 23	783	35	197
31 Mar 23	737	41	184
31 Dec 22	691	47	171
30 Sep 22	643	47	159
30 Jun 22	595	47	147
31 Mar 22	553	40	137
31 Dec 21	512	34	128
30 Sep 21	475	32	120
30 Jun 21	439	31	112
31 Mar 21	406	26	106
31 Dec 20	374	22	100
30 Sep 20	360	17	97
30 Jun 20	347	13	94
31 Mar 20	337	12	90
31 Dec 19	326	10	87
30 Sep 19	310	10	81
30 Jun 19	294	10	75
31 Mar 19	272	13	68
31 Dec 18	251	15	61
30 Sep 18	224	13	53
30 Jun 18	198	12	45
31 Mar 18	175	9	39
31 Dec 17	151	7	33
30 Sep 17	135	8	29
30 Jun 17	118	8	26
31 Mar 17	107	7	24
31 Dec 16	97	6	22
30 Sep 16	87	5	20
30 Jun 16	76	3	17
31 Mar 16	67	3	16
31 Dec 15	58	3	14
30 Sep 15	53	4	12
30 Jun 15	47	4	11
31 Mar 15	42	3	9
31 Dec 14	37	2	8
30 Sep 14	30	2	6
30 Jun 14	23	1	5
31 Mar 14	19	1	4
31 Dec 13	16	1	3

Dati	Ultimo aggiornamento (ora UTC)
Analisi dell'azienda	2024/10/23 01:09
Prezzo dell'azione a fine giornata	2024/10/23 00:00
Utili	2024/06/30
Utili annuali	2023/12/31

Pacchetto	Dati	Tempistica	Esempio Fonte USA ^*
Dati finanziari della società	10 anni	Conto economico Rendiconto finanziario Bilancio	Modulo SEC 10-K Modulo SEC 10-Q
Stime di consenso degli analisti	+3 anni	Previsioni finanziarie Obiettivi di prezzo degli analisti	Rapporti di ricerca degli analisti Blue Matrix
Prezzi di mercato	30 anni	Prezzi delle azioni Dividendi, scissioni e azioni	Dati di mercato ICE Modulo SEC S-1
Proprietà	10 anni	Top azionisti Insider trading	Modulo 4 SEC Modulo 13D SEC
Gestione	10 anni	Team di leadership Consiglio di amministrazione	Modulo SEC 10-K Modulo SEC DEF 14A
Sviluppi principali	10 anni	Annunci aziendali	Modulo 8-K SEC

Analista	Istituzione
Robert Chantry	Berenberg
Thomas Singlehurst	Citigroup Inc
Richard John Williamson	Edison Investment Research

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Keywords Studios Performance degli utili passati

Criteri Il passato verificati 0/6

Informazioni chiave

Aggiornamenti sulle prestazioni recenti

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Full year 2023 earnings: Revenues in line with analyst expectations

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Keywords Studios plc to Report First Half, 2023 Results on Sep 12, 2023

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New minor risk - Share price stability

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Full year 2022 earnings: EPS misses analyst expectations

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First half 2022 earnings released: EPS: €0.37 (vs €0.21 in 1H 2021)

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Keywords Studios plc's (LON:KWS) Intrinsic Value Is Potentially 19% Below Its Share Price

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