Embracer Group Mergers and Acquisitions Presentation Deck

Made public by

sourced by PitchSend

8 of 11

Category

Communication

Published

February 2021

Slides

Transcriptions

#1EMBRACER+ GROUP Embracer Group acquires Aspyr Media 3 February 2021#2IMPORTANT INFORMATION - PLEASE READ THE FOLLOWING BEFORE CONTINUING READING. EMBRACER+ GROUP This presentation (the "Presentation") has been prepared by Embracer Group AB ("Embracer" or the "Company") and is provided for information purposes only in connection with the acquisition and merger (as applicable) of Embracer Group AB and Aspyr Media, Inc. (the "Transactions") as disclosed in the Company's press releases dated 3 February 2021. By attending a meeting where this Presentation is presented or by accessing information contained in or obtained from the Presentation, including by reading this Presentation, you agree to be bound by the following limitations and notifications. This Presentation may not be used for, or in connection with, any offer to, or solicitation by, any person in any jurisdiction or under any circumstances. This Presentation does not constitute or form part of, and should not be constructed as, any offer, invitation, solicitation or recommendation to purchase, sell or subscribe for any securities in the Company in any jurisdiction and does not constitute any form of commitment or recommendation on the part of the Company or anyone else. The Presentation is intended to present background information on the Transactions and is not intended to provide complete disclosure. Readers of the Presentation should not treat the contents of this Presentation as an advice relating to legal, taxation, investment or any other matters. Neither the Presentation, nor any part of it, shall form the basis of, or be relied upon in connection with, any contract or commitment whatsoever. This presentation is not a research report. The Company and its affiliates, directors, advisors, employees and representatives disclaims any and all liability for direct and indirect consequences resulting from decisions which are wholly or partly based on information in the Presentation. The Presentation does not constitute and should not be considered as any form of financial opinion or recommendation by the Company anyone else. This Presentation is not a prospectus in accordance with the (EU) 1129/2019 Prospectus Regulation and has not been approved or reviewed by any governmental authority or stock exchange in any jurisdiction in the EEA. Nor has the Presentation been reviewed or approved by any other regulatory authority or stock exchange globally. The distribution of the Presentation in certain jurisdictions may be restricted by law and persons into whose possession the Presentation comes should make themselves aware of the existence of, and observe, any such restriction. The securities of the Company have not been and will not be registered under the U.S. Securities Act, as amended (the "Securities Act"), or under any of the relevant securities laws of any state or other jurisdiction of the United States and the Company does not intend to make a public offer of its securities in the United States. Certain information contained herein has been obtained from published sources prepared by other parties that the Company has deemed to be relevant and trustworthy. Moreover, certain information in the Presentation is based on assumptions, estimates and other factors that were available to the Company at the time of when the information was prepared. Such assumptions, estimates or other factors, either made by the Company or by third parties, may prove to be, or become, incorrect, thus rendering the information in the Presentation to be inaccurate, incomplete or incorrect. No representation or warranty, express or implied, is made by the Company or any of its affiliates, directors, advisors, employees and representatives as to the accuracy, completeness or verification of any information contained in this Presentation. The Company has not made any independent review of information based on public statistics or information from an independent third party regarding the market information that has been provided by such third party, the industry or general publications. Financial information contained in the Presentation is not necessarily directly extracted from the Company's accounting systems or records. No information in the Presentation has been independently reviewed or verified by the Company's auditors unless explicitly stated otherwise. In addition, certain financial information may be preliminary and has yet not been finalized, be forward- looking, or subject to review/audit from the Company's auditors. Accordingly, such preliminary financial information may change. Furthermore, certain financial information in this Presentation has been prepared for illustrative purposes only and is solely intended to describe the hypothetical situation of if the acquired companies were part of Embracer for the periods referred to in the Presentation. Statements in this Presentation, including those regarding the Company's and its industry's possible or assumed future, the Company's business strategies, its expansion and growth of operations, future events, objectives, trend projections and expectations, or other performance of the Company or its industry, constitute forward-looking statements. By their nature, forward-looking statements involve known and unknown risks, contingencies, uncertainties, assumptions and other factors as they relate to events and depend on circumstances that will or may occur in the future, whether or not outside the control of the Company. No assurance is given that such forward-looking statements will prove to be correct. Prospective investors should not place undue reliance on forward-looking statements and they speak only as at the date of this Presentation. Past performance does not guarantee or predict future performance. Moreover, the Company does not undertakes any obligation to review, update or confirm expectations or estimates or to release any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this Presentation unless required by law or Nasdaq First North Growth Market's Rulebook for issuers. The Company and its affiliates, directors, advisors, employees and representatives expressly disclaim any liability whatsoever for such forward-looking statements. This Presentation as well as any other information provided by or on behalf of Company in connection herewith shall be governed by Swedish law. The courts of Sweden, with the District Court of Stockholm as the first instance, shall have exclusive jurisdiction to settle any conflict or dispute arising out of or in connection with this Presentation or related matters. 2#3Saber Interactive acquires Aspyr Today's speakers MICHAEL ROGERS TED STALOCH Co-founder Co-founder CEO EVP Publishing EMBRACER+ GROUP □ aspyr 3#4Management team Daily leaders & MICHAEL ROGERS Co-founder CEO +24 years with Aspyr Golf Lifelong game enthusiast and driven entrepreneur RYAN ANSON VP HR Senior team Collective experience of 100+ years within the gaming industry ANABEL BALDERAS Head of Finance Driving licensing and development teams TED STALOCH Co-founder EVP Publishing +24 years with Aspyr DANIEL HAGEN IT Director DAN PRIGG VP Production VISION Creating games celebrated across the universe VALUES We create value in all our relationships QUALITY We perform beyond the value expected in our products, services, and results ET Be LONGEVITY We build long-term value across products, services, and relationships A 52 TRUST We do what we say. You can count on us. PROFITABILITY We create profitable partnerships and projects EMBRACER* GROUP RELATIONSHIP We strive to have people want to work with us today and tomorrow 4#5About Aspyr G 25-years in development and publishing Over 200 games for all platforms HQ'd in Austin, TX, we are 140+ and growing Our employees stay with Aspyr for an average of almost 8 years - so we truly are all in this together Founder-owned and operated, Michael & Ted founded Aspyr Media in 1996 With the mission of bringing the industry's most celebrated games to new platforms Trusted business development relationships 11 of 15 of the world's largest video game publishers ecialized An extensive global network of external specialized teams Supporting product and publishing needs to create efficiency and scale Aspyr Studio Libraries: a proprietary technology Helps reduce port times by 75% - we can easily expand the reach of partner brands to new audiences EMBRACER GROUP LO 5#6Timeline Selected corporate and commercial highlights 1996 1st game ported Tomb Raider II Founded aspyr 1998 Contracts with 2K for Civilization IV 2003-2006 Produced Stubb's the Zombie for Xbox and PC Contracts with Lucasfilm on 4 Star Wars Games aspyr 2011 - 2015 60%+ Market Share in Mac OS Gaming Release of original Star Wars KOTOR on IOS and Android Release of Civilization VI on IOS and Mac 2016-2018 Release of Civilization V on Mac in partnership with 2K Release of 1st internally published game, Layers of Fear, on Xbox, PlayStation, PC and Mac Major ongoing game development project with a approx. budget of USD 70 million. 2019 → EMBRACER GROUP 6#7Publishing Best in class Sales, Marketing and Business Development specialists Supported by operational expertise who launch digital and physical video games globally Marketing Publishing Technology ProLog ● Insights ● Business Development In game player communication platform that benefits players, developers and publishers by: Increasing sales Increasing engagement Increasing player communication Increasing customer satisfaction MEIER'S Key Partner Relationships ● Customer Relations ● ● Sales Maintains partnerships with key publishers and platform owners to continue to port and publish games on additional tforms Typical agreement: Aspyr incurs development costs. Then works with the publisher and distribution partners to bring the game to market. Minimal expenses related to the maintenance and upgrades of games. Incoming revenue is predominantly profit (except for publishing royalties, varying by game) Publishing Operations EMBRACER* GROUP#8Studio Relentless over-delivery for our players and partners Engineering Quality Assurance Expertise & Production ● Studio Technology Aspyr Studio Libraries ● Creative Leadership ● Lifelong Support SPACE Allows Windows games to be customized and played on non-Windows platforms Works on proprietary engines as well as industry standard technology Supports Mac, Linux, iOS, Android, Switch, Xbox and PS4 as targets EMBRACER GROUP 8#9Typical content profiles Small: 6-12 month projects Externally created independent IP that allow Aspyr to perform low-risk market experiments around customers, monetization, genres, or technology and opportunities for IP/studio ownership Medium: 12-24 month projects Internally and externally developed branded games including re-releases, remakes and small scale branded original games which provide a foundation for future investments Large: 24+ month projects Internally and externally developed games including remakes and large scale original development which come with a large established audience EMBRACER* GROUP 9#10Transaction Upfront purchase price $100m (cash and debt free basis) Paid with $60m in cash, $40m in shares Acquired from founders Michael Rogers and Ted Staloch Potential earn-outs Earn-out 1 $25m ($12.5m in cash, $12.5m in shares) Payable if founders have remained with Aspyr and if a commercial product has been released each year until March 2026 Earn-out 2 Up to $325m (50% in cash, 50% in shares) Payable as a share of the accumulated EBIT in excess of a $70m threshold measured over a 7-year period (40% for seller). To earn maximum Earn-Out 2 the accumulated EBIT has to exceed USD 961 million. LTM Dec20¹ USD Financial performance 40.6m REVENUE 11.4m OPERATIONAL EBIT² Post deal structure EMBRACER* GROUP SABER INTERACTIVE Note: The upfront consideration shares represent newly issued EMBRAC B shares priced at 197.57 (20 day volume weighted average price up to and including 2 February 2021) and lock-up rights. The earnout consideration shares will be issued when earned priced at 197.57 (20 day volume weighted average price up to and including 2 February 2021) and will be freely tradeable when issued. EMBRACER GROUP aspyr Aspyr Media, Inc. HQ: Austin, Texas, US ✓ Aspyr will remain independent under Saber Interactive 1) Aspyr's FY ends in June 2) Financials based on unaudited management accounts and estimates prepared under local GAAP. Operational EBIT is indicative. 10#11EMBRACER+ GROUP

Download to PowerPoint

Download presentation as an editable powerpoint.

Related

Investor Presentation March 2024 image

Investor Presentation March 2024

Communication

Maximising Long-Term Value and Strategic Growth image

Maximising Long-Term Value and Strategic Growth

Communication

Sequans Capitalization and 5G Taurus Launch image

Sequans Capitalization and 5G Taurus Launch

Communication

Vodafone Company Presentation image

Vodafone Company Presentation

Communication

First Quarter 2023 Earnings Conference Call image

First Quarter 2023 Earnings Conference Call

Communication

Liberty Global Results Presentation Deck image

Liberty Global Results Presentation Deck

Communication

Third Quarter 2019 Results image

Third Quarter 2019 Results

Communication

Nextdoor SPAC Presentation Deck image

Nextdoor SPAC Presentation Deck

Communication