Embracer Group Mergers and Acquisitions Presentation Deck
Transaction
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.
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