Stillfront Group AB (publ) (OM:SF) agreed to acquire Six Waves Inc from Founders, employees and investors, including NEXON Korea Corporation for approximately $200 million on January 17, 2022. As part of the financing arrangement of the Transaction, Stillfront's board of directors has resolved on a preferential rights issue of approximately SEK 2.0 billion, which is subject to approval by an extraordinary general meeting (the “Rights Issue”). Of the Upfront Purchase Price, approx. 92 percent is payable in cash, and approx. 8 percent is payable in a total of 2,913,857 newly issued shares in Stillfront. Operational founders and key employees in 6waves may receive additional earn-out payment of up to 1.0A EBITDA for each of the financial years 2022, 2023, 2024 and 2025, whereof 75% is payable in cash and 25% in newly issued shares in Stillfront. The total aggregate earnout for the aforementioned financial years is capped at a maximum of $100 million.

The acquisition of 6Waves will provide Stillfront with a solid foothold in East Asia and significantly strengthen Stillfront's presence in the attractive Japanese gaming market. Further, the acquisition will strengthen Stillfront's strategy portfolio contributing several top grossing long lifecycle games to the portfolio. The acquisition will also enable substantial scaling and collaboration potential within Stillfront's group of studios. The cash portion of the Upfront Purchase Price of the Transaction will be financed through existing credit facilities. Six Waves reported Total revenue of $84.873757 million, Adjusted EBITDA of $27.704905 million and EBIT of $27.045264 million. As part of the financing arrangement of the Transaction, subject to approval by an extraordinary general meeting expected to be held on or around February 23, 2022, the board of directors of Stillfront has today resolved on a Rights Issue of approximately SEK 2.0 billion with preferential rights for existing shareholders. The final terms for the Rights Issue, including subscription price and number of new shares, are expected to be resolved by the board of directors and made public on or around February 23, 2022. Completion of the Transaction is expected to occur on January 31, 2022 and 6waves is expected to be consolidated into Stillfront's consolidated financial reporting from February 1, 2022. Morrison & Foerster acted as legal advisor to Six waves. Richard Marks of DLA Piper LLP (US) acted as a legal advisor to Stillfront Group AB (publ) (OM:SF).