Nexters SPAC Presentation Deck slide image

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 11.6x
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