공지 • Jul 31
Embracer Group AB (publ) completed the acquisition of Saber Interactive, Inc. from Matthew Karch and Andrey Iones.
Embracer Group AB (publ) (OM:EMBRAC B) entered into an agreement to acquire of Saber Interactive, Inc. from Matthew Karch and Andrey Iones for approximately $560 million on February 19, 2020. The purchase price includes an initial consideration on a cash and debt free basis and an earn-out consideration, subject to fulfilment of agreed milestones. The initial consideration will be paid $100 million in cash and issue of 6.21 million B shares of Embracer Group of which 3.73 million B shares, are subject to a one year lock-up. The earn-out payment consists of $100 million cash paid two years post closing, which comes with an annual interest rate of approximately 1.6%, 14.03 million B shares of Embracer Group, issued at closing and vested 3 years after closing, conditional upon completion of certain projects, 0.19 million A shares to be issued at SEK 78.4510 ($8.03) per share and 13.72 million B shares of Embracer Group, issued at closing and vested 6 years after closing, conditional upon completion of certain projects and 6.21 million A shares of Embracer Group, to be issued at SEK 78.4510 ($8.03) per share at closing and vested 6 years after closing, conditional upon completion of certain projects, and Matthew Karch and Andrey Iones remaining employed by Embracer Group 6 years post closing. In addition, Matthew Karch and Andrey Iones will enter into agreements with Embracer Group which include a 20 year profit share of Saber Interactive’s business performance as part of Embracer Group. The profit share scheme incorporates 10% of Saber Interactive’s realised annual EBIT above $76 million, i.e. after 20 years Matthew Karch and Andrey Iones are entitled to receive a total amount equal to 10% of Saber Interactive’s accumulated EBIT that exceeds $1,520 million. The transaction will be financed by Embracer Group's existing cash and by the issuance of new A and B shares in Embracer Group AB.
The acquisition includes related entities of Saber Interactive, including studios in Russia, Sweden, Belarus, Spain, and Portugal and the shares of certain related companies. Upon completion, Saber Interactive’s co-founders and owners, Matthew Karch and Andrey Iones, will jointly become Embracer Group’s second largest shareholder. Post closing, Saber Interactive will become Embracer Group’s fifth operating group and it will remain a standalone company within Embracer Group. Saber Interactive realised approximately $105 million of revenues, $62 million of EBIT, EBITDA of SEK 591 million ($62 million), total assets of SEK 687 million ($73.53 million) and total equity of SEK 685 million ($73.32 million) for the year ended December 31, 2019. Matthew Karch will be appointed to Embracer Group's Board of Directors following closing of the transaction. Matthew Karch and Andrey Iones have committed to remain employed within Embracer Group for at least 6 years.
The transaction is conditional upon customary conditions including regulatory approvals such as merger control clearance. An extra general meeting is planned to be held on March 11, 2020 to resolve to authorize the Board of Directors of Embracer Group AB to issue the consideration shares. Lars Wingefors and Erik Stenberg, together representing approximately 62% of the total votes in Embracer Group, have committed to vote in favour of the authorization to issue consideration shares. Closing of the transaction is expected to take place during the second calendar quarter of 2020.
Carnegie Investment Bank AB (publ) and EY acted as financial advisors to Embracer Group. Anna Orlander, Joakim Falkner of Baker & McKenzie Advokatbyrå KB and David Malliband of Baker McKenzie acted as legal advisers to Embracer Group. Alantra acted as financial advisor, and ELRO Law and Comiter, Singer, Baseman & Braun acted as legal advisors for Matthew Karch and Andrey Iones.
Embracer Group AB (publ) completed the acquisition of Saber Interactive, Inc. from Matthew Karch and Andrey Iones on April 1, 2020. The upfront purchase price of $150 million on a cash and debt free basis has been paid through a cash payment of $100 million to the seller and through 6,209,353 B shares issued to the seller, corresponding to a value of $50 million on April 1, 2020. Furthermore, an additional 34,151,445 shares have been issued today as part of the earn-out, corresponding to a value of $275 million (divided on 6,399,137 A shares and 27,752,308 B shares). Finally, additional compensation for levels of net cash and net working capital acquired as per the closing date has been settled through a combination of $8.4 million in cash and 1,424,559 B shares issued to the sellers corresponding to a value of $11.5 million.