Embracer Group AB (publ) (OM:EMBRAC B) entered into an agreement to acquire Asmodée Editions SAS from PAI Partners and other minority shareholders for €2.8 billion on December 15, 2021. As per terms, €350 million would be paid to the main shareholder, PAI, and certain other minority shareholders in newly issued Embracer B shares and approximately €2.4 billion in cash and debt refinancing. Asmodee's other minority shareholders would sell the majority of their shares upfront for cash, and retain a minority interest of approximately 4% of the shares which would be subject to put and call options, exercisable in year 2, 5 and 6, pursuant to which such shareholders could receive a maximum of 40,984,678 newly issued Embracer B shares. Subject to completion of the consultation of the relevant works council of the Asmodee group on this proposed transaction, and exercise by the shareholders of Asmodee of their option to sell, Embracer and the shareholders of Asmodee would execute a share purchase agreement to complete the transaction. Asmodee's CEO Stéphane Carville together with his management team would continue to lead the new operating group. Asmodee would continue to operate as before the transaction. The acquisition would be financed by cash at hand, available credit facilities and new credit facilities from Nordea Bank, SEB and Swedbank. The new unsecured credit facility would consist of a SEK 6 billion term loan with expiry in 30 months, as well as SEK 12 billion in bridge loans. The transaction is subject to customary closing conditions, including regulatory merger control clearance and work council consultations. If the put option is exercised by the current shareholders of Asmodee, and subject to clearance by all applicable antitrust authorities, the transaction would be expected to close the first half of the calendar year 2022. The Goldman Sachs Group, Inc. (NYSE:GS) and Natixis Partners and PricewaterhouseCoopers Corporate Finance France acted as financial advisor and Cohen Fabrice, Durand Raphaël, Mesnildrey Alexis, Léger Camille, Tayar David, Sibbett Benjamin, Yoon Yeon of Clifford Chance France, Linklaters LLP and Denis Andres, Virginie Leprizé and Claire Kitabdjian of Arsène Taxand acted as legal advisors for PAI. HSBC is acting as sole financial and strategic advisor and Ernst & Young is acting as financial and tax advisor to Embracer in the transaction. Benjamin Homo of Mayer Brown acted as legal advisor for Asmodee's management. Skandinaviska Enskilda Banken AB (publ) (OM:SEB A) supported Embracer Group AB. Stéphane Davin, Antoine Caillard and Savéria Laforce of Baker & McKenzie LLP represented as legal advisor to Embracer group AB.

Embracer Group AB (publ) (OM:EMBRAC B) completed the acquisition of 96% stake in Asmodée Editions SAS from PAI Partners and other minority shareholders on January 17, 2022. All conditions for the transaction, including regulatory approvals such as merger control clearance, have now been fulfilled. These minority shareholders have retained a minority interest of approximately 4 percent of the shares in Asmodee which is subject to put and call options, exercisable in year 2, 5 and 6 after completion.