Embracer Group AB (publ) (OM:EMBRAC B) entered into a merger agreement to acquire The Gearbox Entertainment Company for $1.4 billion on February 3, 2021. The consideration includes $363 million of which USD 175 million is paid in newly issued 7.4 million Embracer B shares and $188 million in cash. Additional subject to fulfilment of agreed financial and operational targets in the next six years, an additional consideration of maximum $1.015 billion may be paid, of which a maximum of $360 million in 15.3 million issued Embracer B shares and the remaining in cash. To earn the maximum consideration the adjusted EBITDA, including expensed development costs, must exceed $1.3 billion over six years. In a related transaction, Embracer Group has acquired Easybrain and Aspyr Media Inc. Upon completion, Gearbox Entertainment will become a wholly owned subsidiary of Embracer. Gearbox Founder and Chief Executive Officer, Randy Pitchford will continue to lead Gearbox and Randy Pitchford and the employees of Gearbox will jointly become a significant shareholder in Embracer. The transaction is conditional upon customary conditions including regulatory merger control clearance. The transaction is expected to be completed within three months. Ernst & Young AB is acting as financial advisor to Embracer. Anna Orlander, Joakim Falkner, David Malliband, Airi Hammalov and Brook Mestre of Baker McKenzie is acting as legal advisers to Embracer. Juno Capital Partners and Union Square Advisors are acting as financial advisors to Gearbox. Mark Stevens, Scott Behar, Ran Ben-Tzur, Danielle Coleman, Marshall Mort, Shawn Lampron, Joseph Schenck, Jennifer Stanley, Ali Kongats, Kehl Sink, James Koenig, Brent Hoard, Felix Lee, Mark Ostrau, Ashley Walter and William Skinner of Fenwick & West is acting as legal advisers to Gearbox. Embracer Group AB (publ) (OM:EMBRAC B) completed the acquisition of The Gearbox Entertainment Company on April 6, 2021. All conditions for the transaction, including regulatory approvals such as merger control clearance, have been fulfilled.