AB1 0.00% 18.0¢ animoca brands corporation limited

Animoca Brands acquires GAMEE

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    Animoca Brands acquires GAMEE
    Highlights:
    • Animoca Brands has acquired GAMEE for €4 million (approx. A$6.53 million) in shares plus earn-out payments of up to €1 million (approx. A$1.63 million) in cash or shares
    • GAMEE is a social casual gaming platform with over 80 game titles; it has €700,000 (approx. A$1.15m) in cash and no debt
    • The acquisition adds strategically valuable in-house HTML5 skills, a portfolio of over 80 casual games, and a gaming community of 13 million registered users and 1.3 million monthly active users
    • The acquisition of GAMEE confers to Animoca Brands thecapability to offer browser games independently from third-party platforms, offering greater freedom, flexibility and unrestricted search - particularly valuable in light of the Company’s use of blockchain technology
    • Animoca Brands plans to leverage the acquisition of GAMEE to launch browser based games as well as games on various social media platforms (such as Facebook’s Instant Games, Telegram, or WeChat Mini-Programs) that utilise blockchain and the Company’s extensive portfolio of brands
    2 July 2020:Animoca Brands Corporation Limited (“Animoca Brands” or the “Company”) has acquired Gamee Limited (“GAMEE”), an entity incorporated under the laws and regulations of England and Wales, which owns 100% of Gamee Mobile s.r.o., an entity incorporated under the laws and regulations of the Czech Republic (the “Acquisition”). GAMEE is a social casual gaming platform with over 80 game titles and 13 million registered users playing its games primarily on social media platforms such as Telegram.

    Animoca Brands Limited, a wholly owned controlled entity of Animoca Brands, executed the Share Purchase Agreement (the “Agreement”) on behalf of Animoca Brands. Under the terms and conditions of the Acquisition, Animoca Brands has acquired 100% of the common stock on issue in GAMEE from the shareholders of GAMEE (the “Sellers”) for a total consideration of €4 million (approximately A$6.53 million) payable in fully paid ordinary shares of Animoca Brands, as well as earn-out payments (“Earn-out Payments”) of up to €1 million (approximately A$1.63 million) in either cash or fully paid ordinary shares at the Company’s discretion, based on GAMEE’s achievement of revenues and profits milestones.

    GAMEE has cash balances of €700,000 (approx. A$1.14m) and no debt as at the date of the Acquisition.
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    GAMEE is a social casual gaming platform that provides over 80 proprietary games via its web site and its mobile apps on the App Store and Google Play, providing users with an extensive game library served through a single access point. GAMEE has over 13 million registered users and has recorded more than 4 billion gameplay sessions to date. On average, each user plays GAMEE’s games for 25 minutes a day. Users can take part in gaming tournaments, share their gaming activity, and compete with friends on different social media including Facebook, Telegram, and Viber.

    GAMEE was founded in 2015 by Bozena Rezab, Miroslav Chmelka, Jan Castek, and Lukas Stibor and is headquartered in Prague, the Czech Republic. Bozena Rezab is GAMEE's CEO, who previously worked at Google and was responsible for YouTube business development across European markets. She has 15 years experience developing consumer technology brands and businesses. Jan Castek is GAMEE's Chief of Product, who over the last 10 years as an entrepreneur created several consumer tech products, ranging from social networks to finance applications. Miroslav Chmelka is GAMEE's Chief of Technology, with over a decade of experience in technology development for consumer-facing services. Marvin Hill is GAMEE's Creative Lead, with 25 years of experience in creating games, including seven years as Art Director at Disney Mobile.

    In addition to original games, GAMEE also develops games in collaboration with internationally well-known brands including NASA, Guinness World Records, Manchester City Football Club, and Cartoon Network.

    GAMEE was one of the first game developers to launch games in the messaging apps Telegram (in 2016) and Viber (in 2018). In 2016, GAMEE was one of the global game companies selected to pioneer Facebook Instant Games, a group that also included gaming giants Konami, Bandai Namco, King, and Zynga. Today, over one million monthly active users play and share GAMEE's games on Telegram's chat app.

    In 2017, GAMEE was listed in the 100 Disruptive Brands by MarketingWeek, was the Czech Republic’s national winner of “Startup of the Year'' in the Central European Startup Awards, and was named one of the Czech Republic’s 10 most promising startups by Forbes.

    Strategic rationale
    The Acquisition confers to Animoca Brands a number of powerful advantages, including GAMEE’s in-house HTML5 skills and resources, a growing portfolio of over 80 casual games, and access to GAMEE’s highly active gaming community of 13 million registered users and 1.3 million monthly active users, including its community on the popular Telegram chat app.

    HTML5 is the latest revision to HyperText Markup Language (HTML), the standard programming language used to provide web content. HTML5 was developed to address the compatibility issues of the current standard (HTML4), provide expanded functionality across a broad range of platforms and devices, and eliminate the need for plugins.

    HTML5 and, more broadly, web gaming is a fast growing gaming segment to which Animoca Brands had limited exposure prior to the Acquisition. According to a report by ResearchAndMarkets titledBrowser Games Global Market Report 2020-30: COVID-19 Implications and Growth, the global browser games market is expected to grow to US$26.26 billion (approximately A$38.2 billion) by 2020 and reach US$28.18 billion (approximately A$41 billion) by 2023.

    HTML5's primary advantages are cross-platform functionality across a wide range of operating systems (such as Windows, Linux, iOS) and devices (including PC, mobile devices, and even Smart TVs), and its status as a preferred alternative to run application games on social media platforms including Telegram, Facebook Messenger, and Wechat as well as all of the major browser operating systems (Chrome, IE, Firefox, etc.).

    HTML5 applications offer significant advantages over native apps, which often have to be completely redesigned for their target operating systems and tend to require significantly more resources than HTML5 applications. For companies and consumers, HTML5 offers the added benefits of launching applications directly and instantaneously via a web browser, without the platform fees levied by operators such as Apple or Google (30%) and associated download and installation times.

    The Company sees particular strategic value to GAMEE’s capability to offer browser games independently from third-party platforms, granting the Company more freedom, flexibility and unrestricted search - particularly in light of the Company’s use of blockchain technology.

    Animoca Brands intends to launch browser based games as well as games on various social media platforms (such as Facebook’s Instant Games, Telegram, or WeChat Mini-Programs) that leverage its capabilities in blockchain and its extensive portfolio - one of the world’s largest - of digital licenses with major intellectual properties holders.

    Detailed transaction terms
    The Company, via its wholly owned subsidiary Animoca Brands Limited, has acquired 100% of the shares on issue in Gamee Limited (“GAMEE”) for a consideration consisting of:
    • €3.2 million (approx. A$5.23 million), payable in fully paid ordinary shares of Animoca Brands (the “Payment Shares”) priced at A$0.18 per share. A portion of the Payment Shares equal in value to €173,266 (approx. A$283,063) will be issued to founder Sellers and will be locked for 24 months. The remaining Payment Shares equal in value to €3,026,734 (approx. A$4,944,748) will be issued to non-founder Sellers and will be locked for 12 months
    • payment of €0.8 million (approx. A$1.31 million) to non-founder Sellers, payable in fully paid ordinary shares of Animoca Brands priced at A$0.18 per share
    • up to €1 million (approx. A$1.63 million) Earn-out Payments if GAMEE achieves certain milestones for revenues and net profit. Earn-out Payments are payable in cash or fully paid ordinary shares, at the Company’s sole discretion. If the Company elects to make Earn-out Payments by issue of fully paid ordinary shares, the shares of the Company will be issued at the 14-day VWAP as of the date three days prior to the specified date of settlement of the Earn-out Payments set out in the Agreement. Any shares issued in connection to the Earn-out Payments will be locked for 12 months. The Company will account for the Earn-out Payments on the basis that GAMEE has a 70-80% probability of achieving all applicable milestones.
    At acquisition, GAMEE had a cash balance equal to €700,000 (approx. A$1.14 million) and no debt.

    The founders of GAMEE, except Lukas Stibors, remain as the management of GAMEE following the Acquisition.

    Management commentary
    Yat Siu, co-founder and chairman of Animoca Brands said: “We see browser gaming as the key to mass adoption for blockchain gaming. The talented team at GAMEE therefore fills a critical gap in the ability of Animoca Brands to execute, on a massive scale, the goal of delivering true digital ownership to gaming audiences. GAMEE’s significant presence on platforms such as Telegram - one of the main communications platforms for the blockchain industry - is particularly important to maximise our reach and influence.”

    Bozena Rezab, CEO of GAMEE, commented: “We are excited about the opportunity to keep building leading social gaming services with the strategic support of Animoca Brands, with whom we share the vision of the future of gaming entertainment and technology.”

    If you have any queries in relation to this announcement, please contact John Madden, company secretary, at[email protected].


    -END


    About GAMEE
    Gamee is a social gaming platform connecting friends, game creators and global brands in casual-style games and gaming challenges. To start playing over 80 games instantly, with no download or installation required, please visithttps://www.gamee.com.
 
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