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Embracer Group announces split into three independent, publicly-traded entities


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EMBRACER.COM

INSIDE INFORMATION: The Board of Directors of Embracer Group AB (“Embracer Group”) today announces a transformative step for value creation through a separation of the group into three market-leading games and entertainment companies: Asmodee Group, “Coffee Stain & Friends”[1] and “Middle-earth Enterprises & Friends”[1]. The three entities will be separate, publicly listed companies, enabling each […]

 

 

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The Board of Directors of Embracer Group AB (“Embracer Group”) today announces a transformative step for value creation through a separation of the group into three market-leading games and entertainment companies: Asmodee Group, “Coffee Stain & Friends”[1] and “Middle-earth Enterprises & Friends”[1]. The three entities will be separate, publicly listed companies, enabling each entity to better focus on their respective core strategies and offer more differentiated and distinct equity stories for existing and new shareholders. This will enable the entities to unlock value in the high-quality assets of Embracer Group following the successful completion of the restructuring program.

 

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Key process components:

  • Shares of Asmodee Group (“Asmodee”) and “Coffee Stain & Friends” are intended to be distributed as a dividend to the shareholders of Embracer Group and listed on Nasdaq Stockholm, in accordance with the Lex ASEA rules. “Middle-earth Enterprises & Friends” is intended to remain within the current listed company Embracer Group, which will subsequently be renamed.
  • The listing and distribution of shares (the “distribution” or “spinoff”) in Asmodee is expected to take place within 12 months and the listing and distribution of shares in “Coffee Stain & Friends” during calendar year 2025.
  • As part of the Asmodee separation process, Embracer Group has, through Asmodee Group, entered into a new financing agreement amounting to EUR 900 million. The proceeds from the financing are used to repay existing debt and reduce leverage in the remaining Embracer Group. As announced today and further detailed in a separate press release available at embracer.com/investors.
  • As part of the transformation and ahead of each separation the full capital structure, including both equity and debt, will be reviewed in Asmodee and “Coffee Stain & Friends” to create the best possible long-term foundation for each entity as a separately listed company.
  • The largest shareholder, Lars Wingefors AB, intends to form a new long-term ownership structure, including the current holdings in Embracer Group (approximately 20% of capital and 40% of votes), and will remain a long-term, active, committed and supportive owner of all three entities.
  • Shareholders representing more than 50 percent of the capital and votes in Embracer Group have expressed support for the transformation plan.

 

 

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The three separate publicly listed entities are expected to consist of:

  • Asmodee, a global leading tabletop games publisher and distributor with an extensive studio network and IP catalogue.
    • Net Sales of SEK 14.8 billion and Adjusted EBIT of SEK 1.9 billion on a pro forma basis as per LTM[2] December 2023
  • “Coffee Stain & Friends”, a diverse gaming entity with a dual focus on indie and A/AA premium and free-to-play games for PC/console and mobile, with a high degree of recurring revenues.
    • Net Sales of SEK 10.9 billion, Adjusted EBIT of SEK 2.8 billion on a pro forma basis as per LTM December 2023.
  • “Middle-earth Enterprises & Friends”, a creative powerhouse in AAA game development and publishing for PC and console, as well as the stewards of The Lord of the Rings and Tomb Raider intellectual properties, among many others.
    • Net Sales SEK of 14.1 billion, Adjusted EBIT SEK 2.0 billion on a pro forma basis as per LTM December 2023.

 

The motivation behind this move is 100% intended to make these entities for "digestible" for acquisition.

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“Middle-earth Enterprises & Friends" :rofl:

 

I realize that these are only placeholder names for the entities, but my God, they at least could've tried slightly harder so it doesn't sound like something that was thrown together by Lars at 5:00am when the coke buzz is starting to wear off.

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48 minutes ago, AbsolutSurgen said:

I am hoping this allows Asmodee to get back on its feet.  It's obvious they were making cuts to how they do business that were more about saving short term cash, than ensuring the long term viability of their games.

 

Asmodee assets are being used to obtain a €900 million loan from JP Morgan, BNP Paribas, SEB, Societe Generale and Swedbank. The loan is ringfenced to Asmodee's assets but we'll be used to refinance Embracer Group debt.

 

This isn't a particularly great start to Asmodee's existence as an independent entity.

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12 minutes ago, Commissar SFLUFAN said:

 

Asmodee assets are being used to obtain a €900 million loan from JP Morgan, BNP Paribas, SEB, Societe Generale and Swedbank. The loan is ringfenced to Asmodee's assets but we'll be used to refinance Embracer Group debt.

 

This isn't a particularly great start to Asmodee's existence as an independent entity.

The fact that revenue in Asmodee was mostly flat from 2021-2024, but EBITDA was down ~30% leads me to believe Asmodee was being run really poorly by Embracer.

 

It's a lot of debt, but the good side is that the board game industry has very little CapEx.

  • Halal 1
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