Atari SA (ENXTPA:ALATA) entered into an agreement to acquire Digital Eclipse Entertainment Partners Co for $19.8 million on October 31, 2023. The consideration includes (i) $4 million in cash and (ii) $2.5 million in newly issued Atari ordinary shares, as well as a remaining earn-out of up to $13.5 million, payable in cash over the next ten years based on future performance of Digital Eclipse. In addition to the cash consideration, Atari will also acquire a portion of the shares in Digital Eclipse directly and the purchase price of such shares corresponding to $2.5 million will be paid by way of set-off against the issuance of newly issued Atari SA shares. The reserved capital increase will result in the issuance of 20,165,794 new Atari shares. The majority of Digital Eclipse shareholders, holding in aggregate approximately 95% of Digital Eclipse capital, have agreed to a 1-year lock-up on their Atari shares as from the Closing of the acquisition. Subject to customary net debt/working capital adjustment and including $1.5 million as pre-payment of the earn-out.

Atari SA (ENXTPA:ALATA) completed the acquisition of Digital Eclipse Entertainment Partners Co for $19.7 million on November 6, 2023. The final purchase price of Digital Eclipse consists of an initial consideration of $6.3 million, of which (i) $3.8 million in cash paid on the closing date and (ii) $2.5 million in newly issued Atari ordinary shares issued on the closing date, as well as a remaining earn-out of up to $13.5 million, payable in cash over the next ten years based on future performance of Digital Eclipse. Atari has also acquired a portion of the shares in Digital Eclipse directly with the issuance of newly issued ordinary Atari shares. The reserved capital increase has resulted in the issuance of 20,165,794 new ordinary shares. Following the completion of the acquisition, Digital Eclipse shareholders together hold 4.6% of Atari?s share capital3. The majority of Digital Eclipse shareholders, holding in aggregate approximately 95% of Digital Eclipse capital, have agreed to a 1-year lock-up on their Atari shares as from the closing of the acquisition.