Announcement • Oct 22
Nasdaq Updates the Observation Status for Fantasma Games On September 18, 2024, the shares in Fantasma Games AB (publ) (the “Company”) were given observation status with reference to a public takeover offer from EveryMatrix Software Limited. On October 11, EveryMatrix Software Limited issued a press release with information that EveryMatrix Software Limited would achieve control of 95.19% of the shares in the Company. The press release further stated that EveryMatrix Software Limited intended to initiate compulsory redemption of the remaining shares in the Company and to seek a delisting of the Company’s shares from Nasdaq First North Growth Market. On October 11, 2024, the Company issued a press release with information that the Company had resolved to submit an application for delisting of its shares from Nasdaq First North Growth Market. Nasdaq Stockholm AB has also received such an application from the Company. The rules of Nasdaq First North Growth Market state that an issuer may be given observation status if the issuer has applied to have the shares removed from trading. With reference to the above, Nasdaq Stockholm AB decides to update the observation status for the shares in Fantasma Games AB (publ) (FAGA, ISIN code SE0015557053, order book ID 218967). Announcement • Oct 11
EveryMatrix Limited completed the acquisition of Fantasma Games AB (publ) (OM:FAGA) from CF Digital Developments AB, Dundo AB, KL Capital AB and other shareholders. EveryMatrix Limited made an offer to acquire Fantasma Games AB (publ) (OM:FAGA) from CF Digital Developments AB, Dundo AB, KL Capital AB and other shareholders for approximately SEK 210 million on September 18, 2024. EveryMatrix offers a cash consideration of SEK 59 per share in Fantasma, corresponding to a value of all shares in the Company of SEK 209.8 million. The Offer represents a premium of 40% compared to the closing price of Fantasma’s shares on Nasdaq First North on 17 September 2024 of SEK 48.60. The Independent Bid Committee of Fantasma Games AB (publ) (“Fantasma” or the “Company”) has unanimously resolved to recommend the shareholders of Fantasma to accept EveryMatrix Software Limited’s public offer. The acceptance period for the Offer is expected to commence on 19 September 2024 and end on or around 10 October 2024, subject to any extensions. Completion of the Offer is conditional upon, among other things, the Offer being accepted to such extent that EveryMatrix becomes the owner of more than 90 per cent of the total number of outstanding shares in the Company. EveryMatrix has reserved the right to waive one or several of the conditions for completion of the Offer. EveryMatrix has obtained irrevocable undertakings to accept the Offer from several of the Company’s largest shareholders. Accordingly, irrevocable undertakings to accept the Offer from shareholders representing in total 50.79% of all shares in Fantasma have been obtained.
Fantasma’s Independent Bid Committee, comprising the independent members of Fantasma’s board of directors Antonia Svensson, Johan Styren and Johan Köningslehner, recommends the shareholders of Fantasma to accept the Offer. The Independent Bid Committee has obtained a fairness opinion (attached to this press release) from the independent expert Svalner Skatt & Transaktion KB (“Svalner”) according to which the Offer, in Svalner’s opinion, is fair to Fantasma’s shareholders from a financial point of view. Svalner receives a fixed fee for the fairness opinion that is not dependent on the outcome of the Offer. Eric Holmberg, Chairman of the Board, and Martin Fagerlund, Board member, have undertaken towards EveryMatrix to accept the Offer.
Caroline Jägenstedt Wikman and Erika Olofsson of Gernandt & Danielsson Advokatbyrå KB acted as legal advisor to EveryMatrix Limited. The Independent Bid Committee has retained Penser by Carnegie and Carnegie Investment Bank AB (publ) as financial advisors and Snellman Advokatbyrå AB as legal advisor in connection with the Offer.
EveryMatrix Limited completed the acquisition of Fantasma Games AB (publ) (OM:FAGA) from CF Digital Developments AB, Dundo AB, KL Capital AB and other shareholders on October 10, 2024. The Offer was accepted by shareholders holding 85.65 per cent of all shares in Fantasma during the acceptance period that ended on 10 October 2024. EveryMatrix has decided to complete the Offer and acquire the shares tendered in the Offer. This means that EveryMatrix, together with shares acquired by EveryMatrix outside the Offer as well as an irrevocable and unconditional sale commitment, will become the owner of 95.19 per cent of all shares in Fantasma. Settlement in respect of the shares tendered in the Offer is expected to commence on or around 18 October 2024. EveryMatrix has decided not to extend the acceptance period and the Offer is therefore closed. EveryMatrix intends to commence a compulsory buy-out procedure in accordance with the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)) in respect of the remaining shares in Fantasma not owned by EveryMatrix as well as promote a delisting of the shares in Fantasma from Nasdaq First North Growth Market. Announcement • Sep 20
EveryMatrix Limited made an offer to acquire Fantasma Games AB (publ) (OM:FAGA) from CF Digital Developments AB, Dundo AB, KL Capital AB and other shareholders for approximately SEK 210 million. EveryMatrix Limited made an offer to acquire Fantasma Games AB (publ) (OM:FAGA) from CF Digital Developments AB, Dundo AB, KL Capital AB and other shareholders for approximately SEK 210 million on September 18, 2024. EveryMatrix offers a cash consideration of SEK 59 per share in Fantasma, corresponding to a value of all shares in the Company of SEK 209.8 million. The Offer represents a premium of 40% compared to the closing price of Fantasma’s shares on Nasdaq First North on 17 September 2024 of SEK 48.60. The Independent Bid Committee of Fantasma Games AB (publ) (“Fantasma” or the “Company”) has unanimously resolved to recommend the shareholders of Fantasma to accept EveryMatrix Software Limited’s public offer. The acceptance period for the Offer is expected to commence on 19 September 2024 and end on or around 10 October 2024, subject to any extensions. Completion of the Offer is conditional upon, among other things, the Offer being accepted to such extent that EveryMatrix becomes the owner of more than 90 per cent of the total number of outstanding shares in the Company. EveryMatrix has reserved the right to waive one or several of the conditions for completion of the Offer. EveryMatrix has obtained irrevocable undertakings to accept the Offer from several of the Company’s largest shareholders. Accordingly, irrevocable undertakings to accept the Offer from shareholders representing in total 50.79% of all shares in Fantasma have been obtained.
Fantasma’s Independent Bid Committee, comprising the independent members of Fantasma’s board of directors Antonia Svensson, Johan Styren and Johan Köningslehner, recommends the shareholders of Fantasma to accept the Offer. The Independent Bid Committee has obtained a fairness opinion (attached to this press release) from the independent expert Svalner Skatt & Transaktion KB (“Svalner”) according to which the Offer, in Svalner’s opinion, is fair to Fantasma’s shareholders from a financial point of view. Svalner receives a fixed fee for the fairness opinion that is not dependent on the outcome of the Offer. Eric Holmberg, Chairman of the Board, and Martin Fagerlund, Board member, have undertaken towards EveryMatrix to accept the Offer.
Caroline Jägenstedt Wikman and Erika Olofsson of Gernandt & Danielsson Advokatbyrå KB acted as legal advisor to EveryMatrix Limited. The Independent Bid Committee has retained Penser by Carnegie and Carnegie Investment Bank AB (publ) as financial advisors and Snellman Advokatbyrå AB as legal advisor in connection with the Offer. Board Change • Sep 13
High number of new directors There are 5 new directors who have joined the board in the last 3 years. Independent Director Simon Blomqvist was the last director to join the board, commencing their role in 2024. The company’s lack of board continuity is considered a risk according to the Simply Wall St Risk Model. Reported Earnings • Aug 08
Second quarter 2024 earnings released Second quarter 2024 results: Revenue: kr15.2m (up 42% from 2Q 2023). Net income: kr1.20m (up kr2.55m from 2Q 2023). Profit margin: 7.9% (up from net loss in 2Q 2023). The move to profitability was driven by higher revenue. Revenue is forecast to grow 21% p.a. on average during the next 3 years, compared to a 5.7% growth forecast for the Entertainment industry in Germany. Over the last 3 years on average, earnings per share has increased by 79% per year but the company’s share price has only increased by 9% per year, which means it is significantly lagging earnings growth. New Risk • May 09
New major risk - Financial position The company has less than a year of cash runway based on its current free cash flow trend. Free cash flow: -kr4.0m This is considered a major risk. With less than a year's worth of cash, the company will need to raise capital or take on debt unless its cash flows improve. This would dilute existing shareholders or increase balance sheet risk. Currently, the following risks have been identified for the company: Major Risk Less than 1 year of cash runway based on free cash flow trend (-kr4.0m free cash flow). Minor Risks Share price has been volatile over the past 3 months (8.6% average weekly change). Revenue is less than US$5m (kr49m revenue, or US$4.5m). Market cap is less than US$100m (€13.7m market cap, or US$14.7m). 
