In a press statement released earlier today, THQ Nordic announced that they would be acquiring independent producer and game marketer Koch Media (The very same guys who put us up in Hever Castle for Kingdom Come: Deliverance!), and along with it, the rights for many of Deep Silver’s published franchises, including (But not limited to) Dead Island, Metro, Saints Row, Agents of Mayhem, Homefront and many more…
The press statement, released at http://news.cision.com/thq-nordic-ab/r/thq-nordic-acquires-koch-media-gmbh,c2452159 for public viewing, can be found below:
THQ Nordic AB (”THQ Nordic” or the “Company”) has, through its wholly owned subsidiary, SALEM einhundertste Holding GmbH, today entered into an agreement with the owner, Koch Media Holding GmbH (the “Seller”), of Koch Media GmbH (“Koch Media”) to acquire 100 percent of the share capital in Koch Media. The total consideration amounts to EUR 121 million on a cash and debt free basis (the “Transaction”).
Koch Media is a leading, independent producer and marketer of digital entertainment products in Europe and North America with studios in Germany, the UK, and the US, and offices in several Central and Northern European cities. Koch Media’s business consists of three business areas; i) Games, which are mainly published under the Deep Silver label with several AAA-intellectual property rights such as Saints Row, Dead Island and Metro; ii) Partner Publishing, which is the leading company in this business area in Europe and iii) Film, which is a business within movies for primarily the German and Italian speaking territories. Koch Media generated net sales of approximately SEK 2,548 million and Adjusted EBIT of approximately SEK 296 million for the period April – December 2017.
The new group generated pro forma net sales and Adjusted EBIT for the period April – December 2017 of SEK 2,933 million and SEK 505 million, respectively.
The Transaction in brief
- The total consideration for 100 percent of the share capital in Koch Media amounts to EUR 121 million on a cash and debt free basis, equivalent to an equity value of EUR 91.5 million.
- EUR 66 million of the consideration, equivalent to approximately SEK 658 million, will be paid in a first instalment at closing of the transaction through a cash payment to the Seller and is financed through the group’s current cash balance.
- EUR 16 million of the consideration, equivalent to approximately SEK 159 million, will be paid in a second instalment, no later than August 14, 2018, through a cash payment financed through the Company group’s current cash balance. Lars Wingefors AB has guaranteed the payment of the second instalment, in total amounting to EUR 16 million. Lars Wingefors AB will not receive any consideration for the guarantee.
- EUR 9.5 million of the consideration, equivalent to approximately SEK 94 million, will be paid by issuing promissory notes to be offset against 987,965 newly issued B shares in THQ Nordic no later than on June 15, 2018 (the “Consideration Shares”). The Consideration Shares will represent 1.2 percent and 0.6 percent of the total number of outstanding shares and votes in THQ Nordic, respectively, on a fully diluted basis. 649,977 of the Consideration Shares will be subject to a one-year lock-up and 337,988 of the Consideration Shares will be subject to a two-year lock-up.
- The share issue is conditional upon, inter alia, approval by THQ Nordic’s Annual General Meeting. Lars Wingefors AB and Xagonus AB (a company controlled by THQ Nordic’s CFO Erik Stenberg) have committed to vote in favour of the proposed share issue at the Annual General Meeting. Together they represent approximately 55.3 percent of the capital and approximately 71.8 percent of the votes in THQ Nordic. Lars Wingefors AB has guaranteed delivery of the Consideration Shares, in total amounting to EUR 9.5 million. Lars Wingefors AB will not receive any consideration for the guarantee.
- Closing of the Transaction is expected to take place later today, i.e. on 14 February 2018, and all conditions for completion will therefore be fulfilled. Koch Media will be consolidated into THQ Nordic’s financial statements per February 2018.
- Koch Media currently has on-going financing arrangements with a number of financing institutions who have pre-committed to keeping the existing agreements in place post-transaction. Post-transaction, the new combined group will have working capital facilities of approximately SEK 800 million in place.
- Following closing of the Transaction, THQ Nordic will re-assess its capital structure and explore potential debt financing possibilities in order to continue to be active in value enhancing acquisitions.
- Following closing of the transaction, Koch Media will continue to operate as a separate entity within the THQ Nordic group. Focus for the group will be to deliver on the full pipelines of THQ Nordic and Koch Media. No restructuring or cost saving programmes are planned.
- THQ Nordic’s board of directors will propose a change of name of the listed entity well ahead of the Annual General Meeting scheduled for May 16, 2018 in order to better reflect the new group structure. The names of both operational companies will remain unchanged, i.e. THQ Nordic and Koch Media.
“Koch Media has a long history of profitability despite losses incurred from some less successful game releases. THQ Nordic is convinced that the development studios of Deep Silver as part of THQ Nordic will successfully deliver at least four ongoing AAA game projects including Metro Exodus as well as the next Volition Studio AAA release and the next Dambuster Studio AAA release, together with a number of other game development and publishing titles.”, says Lars Wingefors, CEO THQ Nordic
“I strongly believe that THQ Nordic is a great strategic fit with Koch Media. In addition to having long experience within games development and publishing, THQ Nordic has the skills, willingness and capital to deliver growth in the future.”, says Dr. Klemens Kundratitz, CEO Koch Media
It’s certainly an interesting move by THQ Nordic, making them into somewhat of a juggernaut studio now, with all the talent underneath their wing through various studios not only previously purchased, but newly obtained through this new deal, making them one of the largest sole gaming publishers and studio groups in Europe, dwarfed mostly by larger AAA studios like Ubisoft and EA – How would this affect Metro: Exodus? Will we ever get a new Saints’ Row game?
…Will we ever see Dead Island 2..? Well, only time will tell, but this is certainly a step in the right direction…
Let us know your thoughts on this interesting development down below in those lovely comments!!