Background and rationale
As announced on
Summary of the transaction
- The Buyer will pay a purchase price of
EUR 500k for all the shares in Headup. Out of the remaining earnout liabilities of the Company in the aggregate amountEUR 1,873k which have become due for payment;EUR 957k will be payable by the Company as of closing of the transaction. The amount will be set-off against the purchase price, resulting in a cash payment to be made by the Company at closing in the amountEUR 457k . The remaining part of the earnout in the total amount of916k EUR will be postponed and become due for payment on31 March 2025 .EUR 83k is payable in cash and the remaining amount ofEUR 833k is payable in cash or in a mix of 2/3 in cash and 1/3 in newly issued shares in the Company (the mix is determined by the Company). - The transaction includes a back catalogue of approximately 80 titles and a pipeline of 5 games, including financing commitments.
Thunderful Group will retain control over select assets and IPs.Thunderful Group will receive a revenue share on a future unannounced title up to a total ofEUR 300k .
Financial impact for
- The transaction will positively impact the near-term cash flow profile of
Thunderful Group and is in line with the ambitions announced in connection with the initiation of the restructuring programme on17 January 2024 . - There will be no additional write-down of goodwill in connection with the transaction as the write-downs of
SEK 500m announced on14 February 2024 included the goodwill related to Headup. - IP with a booked value of
SEK 4m will be transferred to Headup and will result in a loss forThunderful in the transaction.
Conditions and closing of the transaction
- The transaction is subject to the following conditions: (i) approval by the shareholders at an extraordinary general meeting that will be called for separately from this press release, (ii) transfer of Headup’s subsidiary,
Studio Fizbin GmbH , to the Company, and (iii) transfer of three IP-related agreements from members of the Company’s group to Headup and obtainment of third party consents in respect of such transfers. - There are no other closing conditions.
- Closing of the transaction will take place as soon as possible following an approval at the extraordinary general meeting.
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