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.

Announcement • 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 earnings growth	13.1%
Revenue growth rate	10.2%
Future return on equity	11.09%
Analyst coverage	Good
Last updated	16 Sep 2024

Date	Revenue	Earnings	Free Cash Flow	Cash from Op	Avg. No. Analysts
12/31/2026	1,054	72	122	194	6
12/31/2025	965	64	88	150	6
12/31/2024	884	55	78	135	6
6/30/2024	808	-27	77	109	N/A
3/31/2024	794	-3	77	110	N/A
12/31/2023	780	20	77	110	N/A
9/30/2023	797	28	75	112	N/A
6/30/2023	783	35	74	113	N/A
3/31/2023	737	41	85	119	N/A
12/31/2022	691	47	97	124	N/A
9/30/2022	643	47	85	109	N/A
6/30/2022	595	47	74	94	N/A
3/31/2022	553	40	72	92	N/A
12/31/2021	512	34	71	91	N/A
9/30/2021	475	32	73	92	N/A
6/30/2021	439	31	75	94	N/A
3/31/2021	406	26	68	85	N/A
12/31/2020	374	22	62	76	N/A
9/30/2020	360	17	47	61	N/A
6/30/2020	347	13	32	45	N/A
3/31/2020	337	12	26	39	N/A
12/31/2019	326	10	19	33	N/A
9/30/2019	310	10	18	31	N/A
6/30/2019	294	10	16	29	N/A
3/31/2019	272	13	17	28	N/A
12/31/2018	251	15	17	28	N/A
9/30/2018	224	13	16	24	N/A
6/30/2018	198	12	15	20	N/A
3/31/2018	175	9	N/A	19	N/A
12/31/2017	151	7	N/A	17	N/A
9/30/2017	135	8	N/A	17	N/A
6/30/2017	118	8	N/A	17	N/A
3/31/2017	107	7	N/A	16	N/A
12/31/2016	97	6	N/A	15	N/A
9/30/2016	87	5	N/A	10	N/A
6/30/2016	76	3	N/A	5	N/A
3/31/2016	67	3	N/A	4	N/A
12/31/2015	58	3	N/A	3	N/A
9/30/2015	53	4	N/A	4	N/A
6/30/2015	47	4	N/A	4	N/A
3/31/2015	42	3	N/A	3	N/A
12/31/2014	37	2	N/A	2	N/A
9/30/2014	30	2	N/A	1	N/A
6/30/2014	23	1	N/A	0	N/A
3/31/2014	19	1	N/A	1	N/A
12/31/2013	16	1	N/A	2	N/A

Data	Last Updated (UTC time)
Company Analysis	2024/10/23 16:28
End of Day Share Price	2024/10/23 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 Future Growth

Future criteria checks 4/6

Key information

Recent future growth updates

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Consensus EPS estimates fall by 15%, revenue upgraded

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Consensus EPS estimates increase by 12%

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