CentralNic Group Plc (AIM:CNIC) agreed to acquire VGL Verlagsgesellschaft Mbh from Dushe Beteiligungsgesellschaft MbH, Somerset Ventures Gmbh, Alexander Schneider and Kenny Schmahl for approximately €110 million on February 28, 2022. In the related transaction CentralNic is conducting Private Placement. VGL is being acquired for an enterprise value of €60 million, with initial consideration of €67 million, payable in cash on completion, inclusive of customary adjustments for cash and working capital. The Company will fund the acquisition from the proceeds of an oversubscribed placing to institutional investors, raising gross proceeds of approximately €50 (GBP 42) million, at a fixed price of 120 pence per share. The Placing has been complemented by an issue of additional senior secured callable bonds for a nominal value of €21 million under its existing senior secured bond, in addition to its existing cash reserves. An earn out arrangement has also been agreed, under which additional consideration of up to €38 million may be paid over the next three years if the growth of VGL materially exceeds expectations. In the event that amounts become due under the earn out arrangement, these are expected to be funded by the incremental operating cash flow generated by VGL. For the year ended December 31, 2021, VGL generated €48.62529 of revenue (unaudited) and €9.58437 million of Adjusted EBITDA. The acquisition is expected to be double digit earnings enhancing for the financial year ending 31 December 2022, prior to any synergies being realised. The acquisition will complete within five Business Days of the closing conditions. Nick Cowles, Jamie Peel, Dominic King and Rupert Woolfenden of Zeus Capital Limited acted as financial advisors to CentralNic.

CentralNic Group Plc (AIM:CNIC) completed the acquisition of VGL Verlagsgesellschaft Mbh from Dushe Beteiligungsgesellschaft MbH, Somerset Ventures Gmbh, Alexander Schneider and Kenny Schmahl on March 8, 2022.