Announcement • 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.

CEO salary percentage	79.18%
CEO tenure	2.8yrs
CEO ownership	1.6%
Management average tenure	2.2yrs
Board average tenure	3.2yrs

Date	Total Compensation	Salary	Company Earnings
Jun 30 2024	n/a	n/a	-€27m
Mar 31 2024	n/a	n/a	-€3m
Dec 31 2023	€898k	€711k	€20m
Sep 30 2023	n/a	n/a	€28m
Jun 30 2023	n/a	n/a	€35m
Mar 31 2023	n/a	n/a	€41m
Dec 31 2022	€913k	€677k	€47m
Sep 30 2022	n/a	n/a	€47m
Jun 30 2022	n/a	n/a	€47m
Mar 31 2022	n/a	n/a	€40m
Dec 31 2021	€734k	€59k	€34m

Name	Position	Tenure	Compensation	Ownership
Bertrand J. F. Bodson	CEO & Director	2.8yrs	€898.03k	1.6% € 39.5m
Robert Kingston	CFO & Director	1.3yrs	€483.60k	no data
Jon Hauck	Group COO & Director	2.6yrs	€1.32m	0.29% € 7.1m
Giles Blackham	Director of IR & ESG	1.8yrs	no data	no data
Andrew Kennedy	General Counsel & Company Secretary	no data	no data	no data
Tony Grigg	Chief Marketing Officer & MD of Engage	no data	no data	no data
Joe Binnion	Chief People & Culture Officer	no data	no data	no data
Michael Wallen	Chief Commercial Officer	no data	no data	no data
Jamie Campbell	Global Head of Innovation	no data	no data	no data
Nicolas Liorzou	Chief Shared Services Officer	no data	no data	no data
Ashley Liu	Managing Director of Create	no data	no data	no data
Dan McCormick	Chief Digital Information Officer	no data	no data	no data

Name	Position	Tenure	Compensation	Ownership
Bertrand J. F. Bodson	CEO & Director	2.8yrs	€898.03k	1.6% € 39.5m
Robert Kingston	CFO & Director	1.3yrs	€483.60k	no data
Jon Hauck	Group COO & Director	5yrs	€1.32m	0.29% € 7.1m
Donald Robert	Independent Non-Executive Chairman	1.7yrs	€294.92k	0.023% € 569.1k
Marion Sears	Independent Non-Executive Director	3.2yrs	€85.22k	0.0037% € 92.1k
Georges Fornay	Independent Non-Executive Director	7.1yrs	€84.29k	0.0081% € 200.1k
Maria Ginman-Horrell	Senior Independent Director	7.1yrs	€94.46k	0.0022% € 53.1k
Richard Thompson	Independent Non-Executive Director	3.2yrs	€71.82k	0.0042% € 104.0k

Data	Last Updated (UTC time)
Company Analysis	2024/10/24 12:49
End of Day Share Price	2024/10/24 00:00
Earnings	2024/06/30
Annual Earnings	2023/12/31

Package	Data	Timeframe	Example US Source ^*
Company Financials	10 years	Income statement Cash flow statement Balance sheet	SEC Form 10-K SEC Form 10-Q
Analyst Consensus Estimates	+3 years	Forecast financials Analyst price targets	Analyst Research Reports Blue Matrix
Market Prices	30 years	Stock prices Dividends, Splits and Actions	ICE Market Data SEC Form S-1
Ownership	10 years	Top shareholders Insider trading	SEC Form 4 SEC Form 13D
Management	10 years	Leadership team Board of directors	SEC Form 10-K SEC Form DEF 14A
Key Developments	10 years	Company announcements	SEC Form 8-K

Analyst	Institution
Robert Chantry	Berenberg
Thomas Singlehurst	Citigroup Inc
Richard John Williamson	Edison Investment Research

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Keywords Studios Management

Management criteria checks 4/4

Key information

Recent management updates

Keywords Studios plc, Annual General Meeting, May 24, 2024

High number of new directors

Jon Hauck to Join Keywords Studios plc as Group's Chief Operating Officer

Keywords Studios plc Appoints Robert Kingston as Chief Financial Officer, Effective 1 July 2023

Keywords Studios plc Announces Chairman of the Board of Directors Changes

Keywords Studios plc, Annual General Meeting, May 26, 2023

Recent updates

Keywords Studios plc (AIM:KWS) agreed to acquire Certain Affinity, Inc.

Keywords Studios plc (AIM:KWS) acquired Wushu Studios Ltd from Alan McDermott and others.

Keywords Studios to Make an Application for the Cancellation of Trading of its Shares on AIM

Now 21% undervalued

Keywords Studios Receives an Updated Possible Cash Offer

Now 20% undervalued

Keywords Studios Announces Extension to PUSU Deadline Deadline Regarding Possible Offer

Keywords Studios plc Approves Final Dividend

Now 21% undervalued

Keywords Studios Responses to Press Speculation

Investor sentiment improves as stock rises 15%

Upcoming dividend of UK£0.018 per share

Full year 2023 earnings released: EPS: €0.25 (vs €0.62 in FY 2022)

Keywords Studios plc, Annual General Meeting, May 24, 2024

Final dividend of UK£0.018 announced

Keywords Studios plc Provides Earnings Guidance for the Full Year 2024

Full year 2023 earnings released

New minor risk - Share price stability

Keywords Studios plc Provides Earnings Guidance for the Year 2023 and 2024

Keywords Studios plc to Report Fiscal Year 2023 Results on Mar 13, 2024

Investor sentiment improves as stock rises 16%

Keywords Studios plc (AIM:KWS) acquired The Multiplayer Group Ltd from Improbable Worlds Limited for £76.5 million.

Keywords Studios plc (AIM:KWS) acquired The Multiplayer Guys Ltd. from Improbable Worlds Limited for £76.5 million.

New minor risk - Earnings quality

Keywords Studios plc Declares an Interim Dividend, Payable on 27 October 2023

Investor sentiment deteriorates as stock falls 16%

High number of new directors

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

Jon Hauck to Join Keywords Studios plc as Group's Chief Operating Officer

Keywords Studios plc Appoints Robert Kingston as Chief Financial Officer, Effective 1 July 2023

New minor risk - Share price stability

Keywords Studios plc Approves Final Dividend

Upcoming dividend of UK£0.016 per share at 0.1% yield

Upcoming dividend of UK£0.016 per share at 0.1% yield

Keywords Studios plc Announces Chairman of the Board of Directors Changes

Keywords Studios plc (AIM:KWS) acquired Hardsuit Labs, Inc. for $15 million.

Investor sentiment deteriorates as stock falls 16%

Full year 2022 earnings released: EPS: €0.62 (vs €0.45 in FY 2021)

Full year 2022 earnings released: EPS: €0.61 (vs €0.45 in FY 2021)

Keywords Studios plc (AIM:KWS) acquired 47 Communications, LLC.

Keywords Studios plc Revises Earnings Guidance for the Year Ended 31 December 2022

Keywords Studios plc, Annual General Meeting, May 26, 2023

Keywords Studios plc (AIM:KWS) acquired Helpshift, Inc.

Keywords Studios plc (AIM:KWS) acquired Laboratorio Comunicazione Srl for €1.4 million.

Keywords Studios plc (AIM:KWS) agreed to acquire Helpshift, Inc. for $75 million.

Keywords Studios plc Provides Revenue Guidance for 2022 and 2023

Keywords Studios plc Appoints Jon Hauck as Chief Operating Officer

Keywords Studios plc (AIM:KWS) completed the acquisition of Smoking Gun Interactive Inc.

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

Keywords Studios plc (AIM:KWS) entered into a conditional agreement to acquire Smoking Gun Interactive Inc. for CAD 40 million.

Keywords Studios plc Declares an Interim Dividend, Payable on 28 October 2022

Keywords Studios plc (AIM:KWS) acquired Mighty Games Group.

Keywords Studios plc to Report First Half, 2022 Results on Sep 21, 2022

Keywords Studios plc (AIM : KWS) agreed to acquire Forgotten Empires LLC for $32.5 million.

Keywords Studios plc Declares Final Dividend

Upcoming dividend of UK£0.015 per share

Keywords Studios plc, Annual General Meeting, May 20, 2022

Full year 2021 earnings released: EPS: €0.45 (vs €0.30 in FY 2020)

Keywords Studios plc Provides Earnings Guidance for the Year 2022

Keywords Studios plc Recommends Final Dividend for the Year Ended December 31, 2021, Payable on June 17, 2022

Investor sentiment deteriorated over the past week

Keywords Studios plc to Report Fiscal Year 2021 Results on Mar 30, 2022

Keywords Studios plc Provides Revenue Guidance for the Full Year Ended December 31, 2021

High number of new directors

Keywords Studios plc (AIM:KWS) acquired Waste Creative Limited for £9.8 million.

Keywords Studios plc Provides Earnings Guidance for the Full Year 2021

First half 2021 earnings released: EPS €0.21 (vs €0.096 in 1H 2020)

Keywords Studios plc (AIM:KWS) acquired AMC RO STUDIO S.R.L. for €2.8 million.