Devolver Digital, Inc. (AIM:DEVO) acquired System Era Softworks LLC for $40 million on November 1, 2023. Initial Consideration is $22 million on a cash-free/debt-free basis, subject to typical adjustments for cash, debt and normalized working capital, and will be satisfied by: the payment of $20 million cash at completion and $1.8 million to be satisfied by the issue of 5.75 million new Devolver Shares and the payment of $0.2 million payable in cash, which are due to be issued and paid following the expiration of a 12-month period following completion. Further contingent consideration of $10 million to be satisfied by an aggregate of $5.6 million in cash and $4.4 million by way of Devolver shares, due on release of its next title. The Company will pay further earnout consideration of up to $8 million to be satisfied annually (in a combination of cash and shares at Devolver's discretion) following the acquisition, subject to the satisfaction of certain periodic performance targets that are based on Astroneer's EBITDA contribution in the financial years ending December 31, 2023 to December 31, 2027. Devolver will finance the transaction through a mixture of shares and its own cash. As of November 1, 2023, System Era Softworks LLC reported a revenue of approximately $7 million and EBITDA of $3.8 million for the preceding 12-months ended June 30, 2023. Nick Cowles, Jamie Peel, Alexander Craig and Benjamin Robertson of Zeus Capital Limited acted as financial advisor, Fieldfisher LLP and Foley & Lardner LLP acted as legal advisor to Devolver Digital, Inc. Tom Jones of BDO Capital Advisors, LLC acted as due diligence provider to Devolver Digital, Inc. (AIM:DEVO).

Devolver Digital, Inc. (AIM:DEVO) completed the acquisition of System Era Softworks LLC on November 1, 2023.