1 July 2021
The Management Board (“the Management Board“) of Ten Square Games S.A. with its registered office in Wrocław (“the Issuer“), announces that on June 30, 2021 the Issuer entered into an agreement (“the Agreement“) in the character of a buyer with Antonio Farina and Roberto Simonetti, the sellers (jointly “the Sellers“), concerning the purchase by the Issuer of a shareholding in Rortos S.r.l., with its registered office in Verona, (“Rortos“), representing 100% of the share capital and conferring the right to 100% of the total vote at the shareholders meeting of Rortos (“the Transaction“).
The price for the entire acquired stake in Rortos was set at EUR 45,000,000 on a cash free and debt free basis based on a 2020 EBITDA multiplier normalised by capitalisation of personnel costs of 9.8. The multiplier was determined on the assumption that the accounting principles applicable to the Issuer’s capital group were applied to Rortos in the scope of capitalization of personnel costs, as if the acquired company was its member as of January 1, 2020. In addition, under the terms of the Agreement, the Sellers will be entitled to an earn-out payment depending on Rortos’ performance in the period from July 1, 2021 to December 31, 2025, calculated in accordance with a formula agreed upon in the Agreement in an amount not exceeding the EBITDA achieved by Rortos in the relevant period.
The conclusion of the Agreement with dispositive effect does not require any approvals of the relevant antitrust authorities for the concentration and the Transaction is expected to be finalised in the coming week.
Legal basis: Article 17 item 1 of the MAR – inside information.
Date: 1 July 2021