Digital Bros S p A : acquires D3 Go!

DIGITAL BROS ACQUIRES D3 GO!, THE PUBLISHER OF PUZZLE QUEST AND OTHER VIDEO

GAMES IN THE PUZZLE QUEST SERIES

Digital Bros has signed a share purchase agreement for the acquisition of 100% of the American company D3 Go! for a fixed consideration of USD 1.5 million together with a five year earn out plan.

Milan - June 17th, 2022 - Digital Bros Group (DIB:MI), which is listed on the Euronext STAR segment of Borsa Italiana and member of Euronext Tech Leaders, and operates in the video games market, today announces the acquisition of 100% of D3 Go!, the American publisher of the video games "Puzzle Quest: The Legend Returns" and other video games including spin-offs of the Puzzle Quest series, intellectual property owned by Digital Bros following the acquisition of Infinity Plus Two Pty. in January 2021.

The total fixed consideration amounts to USD 1.5 million on a debt and cash free basis. In addition to the fixed consideration, an earn out scheme for the next five years has also been agreed. The earn out is capped at USD 3.5 million based on the future operating margins (calculated as the difference between gross revenue, production costs, royalties and marketing costs) generated by D3 Go! games.

D3 Go! is a leading worldwide publisher and developer of original and licensed interactive entertainment video games based in Encino, California, with a team of 8 people. D3 Go! is dedicated to creating the best player experience and support on all major gaming platforms and mobile devices. D3 Go! is a subsidiary of D3Publisher Inc. and is ultimately owned by Bandai Namco Holdings Inc.. Last fiscal year, which ended March 31st, 2022, revenue were USD 18.5 million and last fiscal year net profit was USD 2.0 million.

The transaction will be financed through actual credit lines without prejudice to the possibility to use a dedicated acquisition financing. The total fixed consideration will be paid at the closing date, expected on July 1st, 2022. The earn out will be paid in five yearly instalments starting July 2023 until July 2027.

The Group does not expect the acquisition to affect the outlook for the current fiscal year previously disclosed to the market.

DIGITAL BROS GROUP

Listed on the Euronext STAR segment of Borsa Italiana and member of Euronext Tech Leaders segment, Digital Bros Group is a global company that has been operating since 1989 as a developer, publisher and distributor of video games through its brand 505 Games. The Group distributes its contents on both retail and digital channels. Digital Bros Group is active around the world through its own direct operations in Italy, United States, UK, France, Spain, Germany, Czech Republic, China, Japan, Australia and Canada with approximately 370 employees.

For further information:

Digital Bros S.p.A.

Stefano Salbe

CFO

Tel. + 39 02 413031

[e-mail]