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Enad Global 7 to acquire Daybreak Game Company

Posted by:  Administrator 01.12.2020

On Gematsu.com website was published information that Enad Global 7 will acquire PlanetSide, H1Z1, DC Universe Online, and EverQuest developer Daybreak Game Company in a $300 million deal expected to close no later than December 31, the group announced:

INSIDE INFORMATION: Enad Global 7 AB (publ) (“EG7” or the “Company”) has today entered into an agreement with the shareholders of Daybreak Game Company LLC (“Daybreak”) to acquire 100 percent of the shares in Daybreak (the “Transaction”) for a consideration of USD 300 million on a cash- and debt- free basis (the “Consideration”). Daybreak is a leading game development company located in San Diego, CA, with additional offices in Austin, TX and Needham, MA. The Consideration consists of a cash payment and newly issued shares in EG7. The Transaction is of transformational nature for EG7 and following completion of the Transaction, EG7’s proforma financials for the period Jan-Sep 2020, including the recent acquisitions of Big Blue Bubble and Piranha Games, will amount to SEK 1,322 million revenue and SEK 411 million EBITDA. Following the Transaction, Daybreak’s main owner Jason Epstein will hold approximately 10 percent and the additional current shareholders of Daybreak will together hold approximately 3 percent of the total number of outstanding shares and votes in EG7. To finance parts of the Transaction, EG7 has secured SEK 900 million of debt financing, comprised of a SEK 400 million 3-year revolving credit facility and a SEK 500 million 12-month term loan facility, which term loan facility may be utilized at the sole discretion of EG7 or be replaced by an equity issue. EG7’s Board of Directors also intends to carry out a share issue of up to SEK 1,600 million directed to Swedish and international institutional investors through an accelerated bookbuilding procedure conducted by Carnegie and Swedbank (the “Directed Share Issue”). The Directed Share Issue is intended to be resolved by the Board of Directors partly based on the authorization from the Extraordinary General Meeting held on 29 October 2020, and partly subject to the subsequent approval of an Extraordinary General Meeting planned to be held on 17 December 2020. 

The Transaction in brief
  • The Transaction is in line with EG7’s previously communicated strategy to perform complementary acquisitions to establish a stronger industry position.
  • The Transaction is of transformational nature for EG7 and following completion of the Transaction, EG7’s proforma financials for the period Jan-Sep 2020, including the recent acquisitions of Big Blue Bubble and Piranha Games and the Transaction, will amount to SEK 1,322 million revenue and SEK 411 million EBITDA.
  • The Consideration for 100 percent of the shares in Daybreak on a cash- and debt- free basis amounts to USD 300 million, of which USD 260 million is paid at closing of the Transaction (the “Upfront Consideration”), and USD 40 million is paid following finalization of Daybreak’s FY 2020 financial statements (the “Deferred Consideration”).
  • USD 100 million of the Upfront Consideration will be paid with 10,079,985 EG7 shares (the “Consideration Shares”), based on a Volume Weighted Average Price (“VWAP”) on Nasdaq First North Growth Market for the ten consecutive trading days preceding, and excluding today's trading, equal to SEK 84.14 per EG7 share.
  • USD 160 million of the Upfront Consideration will be paid in cash (the “Upfront Cash Consideration”).
  • The Deferred Consideration of USD 40 million will be paid in cash.
  • EG7 has decided to communicate guidance stating that Daybreak will generate adjusted EBITDA of no less than USD 31 million for the financial (calendar) year of 2020 (the “EBITDA Guidance”). The Consideration amounts to approximately 9.7x the EBITDA Guidance.
  • The Upfront Cash Consideration and the Deferred Consideration will be paid through the capital raised via the Debt Financing and from the Directed Share Issue.
  • The Company has secured a SEK 400 million revolving credit facility with a tenor of 3 years and a SEK 500 million term loan facility with a tenor of 12 months (the “Debt Financing”).
  • EG7’s Board of Directors intends to carry out a new issue of shares in EG7 in amount of up to SEK 1,600 million through an accelerated bookbuilding procedure conducted by Carnegie and Swedbank directed to Swedish and international institutional investors. 
  • The final outcome of the Directed Share Issue will be announced before the commencement of trading on Nasdaq First North Growth Market on 2 December 2020.
  • The Directed Share Issue is intended to be resolved upon by the Board of Directors partly based on the authorization from the Extraordinary General Meeting held on 29 October 2020, and partly subject to an Extraordinary General Meeting’s approval.
  • A notice of an Extraordinary General Meeting to approve the issue of Consideration Shares and part of the Directed Share Issue as further set out in the following will be published in a separate press release. Shareholders representing approximately 41 percent of the capital and votes in EG7 have committed to vote in favor of the resolution to approve the issue at the Extraordinary General Meeting;
  • Closing of the Transaction is expected to take place no later than 31 December 2020.
“I am thrilled to be welcoming Daybreak into the EG7 family today. Daybreak is a studio I have the utmost admiration for, not only for their games but the teams behind those games and services. Together we have bold and exciting plans for the future, and I look forward to making those dreams a reality for gamers all over the world.”

Robin Flodin, CEO and Co-founder of EG7

On behalf of the Daybreak team, we are elated to be joining the EG7 family. The combined companies are strategically positioned to expand Daybreak’s unique and iconic portfolio of live games and will help amplify our passion for making great games for our communities. As a long-term shareholder and prospective Board member, I look forward to working closely with management to expand the company’s footprint by identifying opportunities that fit the successful growth plan executed by EG7 over the past few years.

Jason Epstein, Executive Chairman and majority shareholder of Daybreak

Daybreak Games has an incredible legacy and an even more impressive portfolio of game franchises, and combined with EG7 resources, we are better positioned to expand on those amazing IPs, grow its development teams and fund future projects.

Ji Ham, CEO and shareholder of Daybreak

BACKGROUND AND REASONS
EG7 is a group of companies that develops, markets, publishes and distributes video games for PC, console and mobile on a global market. The group comprises EG7 studios, Petrol, Sold Out, Big Blue Bubble, Piranha Games and Antimatter Games among others.
Daybreak is a San Diego, CA based leading MMORPG video game developer and publisher. Daybreak possesses globally recognized third party IPs combined with valuable original IPs. Third party IPs include DC, Lord of the Rings and Dungeons & Dragons. Original IPs include EverQuest, H1Z1 and PlanetSide. The company has expertise in free-to-play and games as a service business model. Daybreak has a total of approximately 178 million registered users, with potential to leverage for marketing and reactivation.
During the 12-month period ending on 30 September 2020, Daybreak reached a net revenue and adjusted EBITDA of USD 77.6m[1] and USD 29.0m[2], respectively. Significant product investments increased revenues in this period compared to previous years. The profitability was also increased during the period, driven by topline growth, owned first-party IPs, and cost reduction and justification during the global pandemic. 
On 1 December 2020, EG7 and the shareholders of Daybreak signed an agreement stipulating the conditions for the Transaction. Following the Transaction, the Group will have a strengthened business model generating revenues across the whole industry value chain. 
The acquisition of Daybreak will further strengthen and add diversification to EG7’s IP portfolio through acquisition of best-in-class original and third-party IPs (EverQuest, The Lord of the Rings, Dungeons & Dragons, DC Universe Online). Daybreak will also add a strong team of both operationally and strategically capable individuals. The Transaction will increase size and profitability of the Company through stable cash flows from free-to-play model with loyal communities for existing IPs. Furthermore, the Daybreak platform offers future upside through upcoming content releases for e.g. DC Universe Online and The Lord of the Rings Online, potential synergies across the group, and strengthened team to identify and execute further M&A.

PRELIMINARY UNAUDITED PRO FORMA FINANCIALS
A preliminary unaudited pro forma balance sheet per 30 September 2020 is presented below with the purpose of describing the financial situation after the Transaction. The pro forma consolidated balance sheet is solely intended to describe the hypothetical situation of the Group as if the Transaction as well as the acquisitions of Big Blue Bubble and Piranha Games had been completed as of 30 September 2020. Note that Daybreak thus far has had USD as its reporting currency.


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