Nexters SPAC Presentation Deck
Transaction overview
Summary overview
• Nexters to merge with Kismet Acquisition One ("Kismet") at a
pro forma enterprise value of $1.9 billion (11.6x '22E
Management EBITDA(¹))
• Sponsor of Kismet has committed to invest $50 million in the
transaction ($20 million pursuant to a forward purchase
agreement and $30 million in incremental investment)
• Minimum cash condition for deal closing is $100 million, out
of which $50 million is provided by the Sponsor
~$135 million of primary capital delivered
• 20.0 million founders and management earnout shares (with
50% vested at $13.50 and 50% vested at $17.00)
Cash sources and uses
($m)
Sources
Cash from trust
Sponsor investment
(FPA / PIPE)
$250
Total sources
$50
Uses
$300
Cash to sellers
Cash to balance sheet
Illustrative
transaction fees
$150
Total uses
$135
$15
Pro forma ownership
SPAC
sponsor
$300
SPAC
shareholders
Everix
12%
40%
6%
205m
Shares
42%
Pro forma capitalization and valuation
Transaction share price
Pro forma equity value, $m
Founders &
Management
Pro forma shares outstanding, m
Less: pro forma net cash, $m
nexters
Shares outstanding, #m
Founders and
Management
87.1
Everix
SPAC shareholders
Sponsor (incl. FPA
and co-investment)
Total
81.1
$138
25.0
Pro forma enterprise value, $m
EV /'21E Management EBITDA (¹)
EV /'22E Management EBITDA (¹)
$163
Note: Assumes no redemptions. Excludes any dilution from 20.3 million public, FPA and sponsor warrants struck at $11.50. Excludes impact of 20.0 million founders and management earnout shares (with 50% vested at $13.50 and 50% vested at $17.00)
(1) Management EBITDA is a non-IFRS measure defined as net bookings less marketing expenses less cost of sales and G&A, before share-based compensation, D&A, non-operating and one-off expenses, e.g. 2021 listing expense
(2) Assuming net cash position of $15m at closing
31
11.8
205.0
$10.00
205.0
$2,050
$(150) (²)
$1,900
13.8x
11.6xView entire presentation