Taylor Wessing advised Laureus Capital GmbH and certain other sellers on the sale of Altigi GmbH (“Goodgame Studios”) to Stillfront Group AB (publ) (“Stillfront”).
The share purchase and transfer agreement for the acquisition of 100 % of the shares in Goodgame Studios was concluded on 6 December 2017. The consideration payable for the acquisition of the shares amounts to EUR 270 million on a cash and debt free basis. EUR 231 million of the consideration, equivalent of SEK 2,292 million, will be paid in the form of 16,868,623 newly issued Stillfront shares to the current owners of Goodgame Studios by means of a share for share exchange. SEK 390 million of the consideration, equivalent of approximately EUR 39 million, will be paid through cash payment to the current owners of Goodgame Studios and is financed through a tap issue of Stillfront’s outstanding corporate bond loan.
As part of the transaction, a placing of a part of the newly issued Stillfront shares will be carried out and a number of investors have pre-committed to acquire shares from the owners of Goodgame Studios subsequent to, and conditional upon, completion of the transaction. The placing amounts to 7,360,154 shares with an aggregate transaction value of SEK 1,000 million which has been placed in advance through pre-commitments obtained from institutional investors including Första AP-fonden, Swedbank Robur, Handelsbanken Fonder and Carnegie Fonder. In addition, the owners of Goodgame Studios have granted Carnegie Investment Bank AB the possibility to place up to 1,000,000 shares. Thus, the maximum shares to be sold through the placing amounts to 8,360,154 shares.
The transaction is conditional upon, inter alia, approval by Stillfront’s Extraordinary General Meeting. Shareholders representing approx. 46.5%of the capital and votes in Stillfront have notified that they are positive to the transaction and have committed to vote in favour of the relevant resolutions at the Extraordinary General Meeting, currently contemplated to occur on 9 January 2018. The transaction is contemplated to close on 15 January 2018.
Goodgame Studios is one of the leading free-to-play online games developers. Following the transaction and the placing, the owners of Goodgame Studios will hold approx. 36.5% of the outstanding shares and votes in Stillfront. With this transaction, the founders who are also the CEO and CSO, respectively, of Goodgame Studios, Dr. Kai and Dr. Christian Wawrzinek, will become the major shareholders in Stillfront through their holding company Laureus Capital GmbH. In addition, Dr. Christian Wawrzinek is proposed to be elected as new member of the Stillfront Board of Directors, subject to completion of the transaction.
Stillfront is a group of independent creators, publishers and distributors of digital games - with a vision to become the leading group of indie game creators and publishers. Stillfront operates through eight near-autonomous subsidiaries: Bytro Labs in Germany, Coldwood Interactive in Sweden, Power Challenge in the UK and Sweden, Dorado Online Games in Malta, Simutronics in the United States, Babil Games in UAE and Jordan, eRepublik in Ireland and Romania and OFM Studios in Germany. Stillfront’s games are distributed globally. The main markets are France, UK, Germany, the United States and MENA.
Taylor Wessing is known for its international Corporate / Technology team. The UK and the German teams work increasingly together. This transaction is a great example of Taylor Wessing’s capacity to deliver seamless advice on a high value and complex cross border transaction in the corporate technology sector.
Legal advisors Laureus Capital GmbH and certain other sellers:
Taylor Wessing: Mike Turner (Partner, Lead UK), Graham Hann (Partner), Ben Richards (Senior Associate), Katie Kaplucha (Associate) (all Corporate/Technology, London), Alexander Roth (Partner, Lead Germany, Corporate/Technology), Dr. Tobias Schelinski (Partner, TMT), Frauke Uhlenbroock (Senior Associate, Corporate), Sarah Eschen (Associate, Corporate) (all Hamburg).
