Cherry signs agreement to purchase remaining shares in Game Lounge
Cherry AB has signed an agreement to purchase the remaining 5% of shares in leading affiliate company Game Lounge Sweden AB (“Game Lounge”).
Cherry currently owns 95 % of Game Lounge, which in turn owns 100% of Game Lounge Ltd. Their acquisition gains them 100% ownership. The purchase consideration consists of three parts and can amount to a maximum SEK 260 million.
The first part of the purchase consideration is fixed and amounts to SEK 100 million to be paid in cash when Cherry gains control of the shares. The second part of the purchase considerations amounts to SEK 60 million and is conditional on Game Lounge’s consolidated EBITDA for the period 1 January 2019 to 30 June 2019 exceeding SEK 90 million.
In the event that the target of SEK 90 million is not reached as per 30 June 2019, the measurement period will be extended until 30 September 2019, at which time, Game Lounge’s consolidated EBITDA shall amount to at least SEK 150 million.
The third part of the purchase consideration amounts to SEK 100 million and requires Game Lounge’s consolidated EBITDA to exceed SEK 300 million for any consecutive four calendar quarter period between 1 July 2019 and 31 December 2021, or between 1 October 2019 and 31 December 2021 in the event that the measurement period for the second part of the purchase consideration is extended in accordance with the above. Cherry is entitled to pay all or part of the second and third parts of the purchase consideration in Class B shares in Cherry.
The sellers are employees of Game Lounge. Against this background, the acquisition constitutes a so-called related-party transaction and must therefore be approved by a general meeting in Cherry. Cherry’s Board of Directors will prepare a written account of the acquisition and obtain an independent valuation statement (fairness opinion) regarding Game Lounge.
The sellers will remain in their senior positions, are shareholders in Cherry and also participate in incentive program within the Cherry Group. Accordingly, the Board of Directors assesses that the terms of the acquisition, including the purchase consideration, are in line with the market and will therefore recommend that Cherry’s Annual General Meeting approve the acquisition in accordance with the principal terms above.
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