January 20, 2022 | |
Name of Company: | NEXON Co., Ltd. |
Representative: | Owen Mahoney, Representative Director, |
President and Chief Executive Officer | |
(Stock Code: 3659, TSE First Section) | |
Contact: | Shiro Uemura, Representative Director and Chief |
Financial Officer | |
Telephone: | 03-6629-5318 |
Notice of Change in Equity Method Affiliate (Share Transfer)
and Expectation of Recording Extraordinary Gain
NEXON Co., Ltd. ("Nexon") announced that the transfer of all of the shares of Six Waves Inc. (Nexon's equity method affiliate) owned by Nexon to Stillfront Group AB (publ) was approved by its Board of Directors on the night of January 19, 2022. The details are as follows.
Furthermore, Six Waves Inc. will be removed from Nexon's equity method affiliates due to this share transfer.
1. Reason for the share transfer
In 2011, Nexon made a strategic investment in Six Waves Inc. for the purpose of aggressively expanding its domain of business into the social gaming field. The investment at the time was made with an expectation that the partnership will generate synergy between Six Waves Inc.'s track record in social games and Nexon's track record in the operations of popular online games and its expertise in the microtransaction model of monetization. Since then, Nexon and Six Waves Inc. have not achieved the business results initially expected and the investment came to be positioned as pure investment at Nexon.
In this situation, Six Waves Inc. came to us with a request that they wanted us to sell the shares in our holding to Stillfront Group AB (publ) for their vision of further growth in the future. Upon reviewing the matter, Nexon agreed with Six Waves Inc.'s wishes and decided to transfer all of the company's shares owned by Nexon to Stillfront Group AB (publ).
-1-
2. Overview of the equity method affiliate subject to change (as of September 30, 2021)
(1) | Name | Six Waves Inc. | ||
(2) | Location | Hong Kong Special Administrative Region, China | ||
(3) | Name and title of the | Chow Bong Leong, Arthur, CEO | ||
representative | ||||
(4) | Description of business | Mobile game development and service business | ||
(5) | Capital stock | USD 44,677 thousand | ||
(6) | Date of establishment | December 3, 2008 | ||
Major shareholders and | NEXON Co., Ltd. 34.8%; Ng Lok Shun, Rex 20.5%; Chow Bong Leong, | |||
(7) | their shareholding | |||
Arthur 13.2% | ||||
ratios | ||||
Capital relationship | Nexon owns 34.8% of outstanding shares of the | |||
company | ||||
The listed company's | ||||
1 director and 1 employee of Nexon's | ||||
(8) | relationship with the | |||
Personal relationship | consolidated subsidiary concurrently serve as the | |||
company | ||||
company's directors | ||||
Transactional relationship | Not applicable | |||
(9) | Results of operations and financial position of the company for the last three years (Note) | |||
Fiscal year | FY2018 | FY2019 | FY2020 | |
Total equity | USD 12,512 thousand | USD 20,847 thousand | USD 31,558 thousand | |
JPY 1,439 million | JPY 2,398 million | JPY 3,630 million | ||
Total assets | USD 29,533 thousand | USD 39,564 thousand | USD 48,900 thousand | |
JPY 3,397 million | JPY 4,551 million | JPY 5,625 million | ||
Net assets per share | USD 0.12 | USD 0.20 | USD 0.44 | |
JPY 13.65 | JPY 22.74 | JPY 50.74 | ||
Revenue | USD 64,878 thousand | USD 91,600 thousand | USD 137,410 thousand | |
JPY 7,462 million | JPY 10,536 million | JPY 15,805 million | ||
Operating income (loss) | (USD 6,944 thousand) | USD 4,591 thousand | USD 32,105 thousand | |
(JPY 799 million) | JPY 528 million | JPY 3,693 million | ||
Net income (loss) | (USD 7,152 thousand) | USD 8,356 thousand | USD 33,635 thousand | |
(JPY 823 million) | JPY 961 million | JPY 3,869 million | ||
Net income (loss) per share | (USD 0.07) | USD 0.08 | USD 0.33 | |
(JPY 7.80) | JPY 9.12 | JPY 37.85 | ||
(Note) | These are financial numbers of the company at the time of equity method application. Therefore, | |||
they may differ from the financial numbers of the company finalized by closing of accounts. The | ||||
foreign exchange rate presumes a rate of USD 1 = JPY 115.02 (as of December 31, 2021). |
-2-
3. Overview of the counterparty of share transfer (as of November 30, 2021)
(1) | Name | Stillfront Group AB (publ) | |||||||
(2) | Location | Stockholm, Sweden | |||||||
(3) | Name and | title of | the | Jörgen Larsson, CEO | |||||
representative | |||||||||
(4) | Description of business | Game development and service business | |||||||
(5) | Capital stock | SEK 26 million (about JPY 326 million) | |||||||
(6) | Date of establishment | November 2, 2006 | |||||||
(7) | Major shareholders and | Laureus Capital GmbH 12.0%, Swedbank Robur Funds 9.2%, SEB Funds | |||||||
their shareholding ratios | 6.1%, Handelsbanken Funds 4.3%, AMF Pension & Funds 3.6% | ||||||||
Capital relationship | Not applicable | ||||||||
The listed | company's | Personal relationship | Not applicable | ||||||
(8) | relationship | with | the | Transactional | Not applicable | ||||
company | relationship | ||||||||
Related party situation | Not applicable | ||||||||
4. Number of shares transferred, transfer price and status of shares owned before and after the transfer | |||||||||
(1) | Number of shares owned | 26,500,000 shares | |||||||
(Number of voting rights: 26,500,000) | |||||||||
before the transfer | |||||||||
(Voting rights ratio: 34.8%) | |||||||||
(2) | Number of shares | 26,500,000 shares | |||||||
transferred | (Number of voting rights: 26,500,000) | ||||||||
(3) | Transfer price | About USD 93 million (about JPY 10,674 million) (Note) | |||||||
(4) | Number of shares owned | - shares | |||||||
(Number of voting rights: -) | |||||||||
after the transfer | |||||||||
(Voting rights ratio: -%) | |||||||||
(Note) The transfer price will be adjusted based on factors including the assets and liabilities of Six | |||||||||
Waves Inc. on the effective date of the share transfer. | |||||||||
5. Timeline | |||||||||
(1) | Resolution of the Board | January 19, 2022 | |||||||
of Directors | |||||||||
(2) | Date of share transfer | January 19, 2022 | |||||||
agreement | |||||||||
(3) | Date of share transfer | January 31, 2022 (scheduled) |
-3-
6. Future Outlook
Due to this share transfer, Nexon will record a gain on sales of investments in subsidiaries and affiliates in its standalone accounting for the year ending December 31, 2022 and, in its consolidated accounting for the three months ending March 31, 2022, a gain on sales of investments in affiliates under finance income upon making any adjustment necessary for consolidated accounting.
Furthermore, the impact of this share transfer on the consolidated results for the three months ending March 31, 2022 is currently under examination and we will promptly make an announcement if any impact that should be disclosed is found.
-4-
Attachments
- Original Link
- Original Document
- Permalink
Disclaimer
Nexon Co. Ltd. published this content on 20 January 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 January 2022 00:45:09 UTC.