Embracer Group Mergers and Acquisitions Presentation Deck
Key transaction terms
Transaction overview
The day one consideration is approximately EUR2.75bn¹ in total
EUR350m would be paid to the main shareholder, PAI, and certain other
minority shareholders in newly issued Embracer B shares² and approximately
EUR2.4bn in cash and debt refinancing
4.
Asmodee's other minority shareholders would sell the majority of their shares
upfront for cash, and retain a minority interest of approximately 4 percent of
the shares which would be subject to put and call options, exercisable in year
2, 5 and 6, pursuant to which such shareholders could receive a maximum of
40,984,6782,3 newly issued Embracer B shares
If the put option is exercised by the current shareholders of Asmodee, and
subject to clearance by all applicable antitrust authorities, the transaction
would be expected to close the first half of the calendar year 2022
Asmodee's CEO Stéphane Carville together with his management team
would continue to lead the new operating group
Source: Company
Notes:
Asmodee would continue to operate as before the transaction with no
reorganisation expected driven by the transaction
EMBRACER+
GROUP
Financing structure
The acquisition would be financed by cash at hand, available credit facilities
and new credit facilities from Nordea Bank, SEB and Swedbank, including a
SEK6bn term loan with expiry in 30 months, as well as SEK12bn in bridge
loans
The group's average interest rate on utilised gross debt is expected to be less
than 1.00 percent going forward
Embracer would expect to refinance the bridge loans in the next 12 months,
whereas the term loan adds long term strategic flexibility
Post-closing of the acquisition of Asmodee, Embracer would expect to have
more than SEK9bn in liquid funds to support investments in organic growth
and enable additional acquisitive growth
At the time of closing, Embracer expects pro forma net debt of approximately
SEK17bn
1. Including payment for Asmodee's recently signed acquisitions scheduled to close early 2022. The corresponding enterprise value would also include other minority interests at Asmodee's Group level
2. Priced at the volume weighted average price of SEK 89.98 during the 20 trading days preceding, but not including, 15 December 2021
3.
For the purpose of this press release, the equity price at completion as well as the potential dilution from new shares to be issued in the future in relation with the Asmodee acquisition assume a completion date as of March 31
2022
Operational EBIT is measured as management's expectations for the coming twelve months
In line with Embracer's target, financial leverage could temporarily exceed
1.0x net debt to operational EBIT4 but should at least return to below 1.0x
over the medium term
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