Atari Closes the Acquisition of Nightdive Studios
Atari Closes the Acquisition of
Nightdive Studios
PARIS, FRANCE (May 15, 2023 - 8.00 am
CET) - Atari® (the “Company”) — one of
the world's most iconic consumer brands and interactive
entertainment producers — is pleased to announce the closing of the
acquisition of Night Dive Studios Inc.
(“Nightdive”), a full service game development and
publishing company based in Vancouver, Washington, USA and
organized under the laws of the same state, announced on March 22,
2023.
With this acquisition Atari will enrich its
large library of owned IP, be able to leverage Nightdive’s
proprietary technology, and utilize Nightdive’s publishing
capabilities in order to support Atari’s retro-focused growth
strategy.
“Our shared passion for preservation and innovation in retro
gaming makes Atari the ideal partner, and our team is excited to
take this next step,” said Stephen Kick, CEO of Nightdive. “Atari’s
support is going to allow us to grow our business and expand our
reach.”
“Nightdive has a tremendously talented team and they’ve earned
their reputation as leaders in retro gaming,” said Wade Rosen,
Chairman and CEO of Atari. “Like the rest of their fans, I’m
looking forward to their upcoming releases, and I am confident we
will help their business flourish.”
The purchase price of Nightdive consists of (i)
an initial consideration of US$9.5 million, paid in cash for
US$4.5m (€ 4.1m)1 and in newly issued Atari shares for US$5.0m
(€4.55 M)2, plus (ii) an earn-out of up to US$10 million, payable
in cash over the next three years based on the future performance
of Nightdive.
The contribution by Nightdive's founders and
Wade Rosen3 of 1,912,500 common shares of Nightdive resulted in the
issuance of 38,129,423 new Atari shares. As a result, Nightdive's
founders together hold upon completion of the contribution 7.9% of
Atari's share capital and 7.8% of its voting rights, while Wade
Rosen holds upon completion of the contribution 27.7% of Atari's
share capital and 27.5% of its voting rights4.
Nightdive's founders have agreed to a 6-month
lock-up on their Atari shares as from the completion of the
contribution5.
The cash portion of the purchase price will be
partially refinanced by the issuance of the €30 million
Convertibles Bonds announced on March 22, 2023 whose terms and
conditions will be released in the coming weeks, subject to the
Autorité des marchés financiers (AMF) approval on the
prospectus.
|
Details on the contribution in kind |
|
Contributors |
Nightdive's founders - Mr. Stephen Kick and Mr. Lawrence Kuperman -
and Wade J. Rosen Revocable Trust U/A/D August 18, 2010, as
amended |
|
Beneficiary |
The Company |
|
Contributed shares |
1,912,500 common shares of Nightdive |
|
Total value of the contributed shares |
4,553,319.37 euros (rounded figure), based on a multi-criteria
valuation approach |
|
Number of new Atari shares |
38,129,423 ordinary shares, representing a share capital increase
of the Company of 381,294.23 euros and having the same rights and
bearing the same obligations as the existing Atari shares |
|
Share capital premium |
The difference between the total value of the contribution, i.e.,
4,553,319.37 euros, and the nominal amount of the capital increase,
i.e., 381,294.23 euros, will constitute a share capital premium
(prime d’apport) of 4,172,025.14 euros. The share capital premium
will be adjusted (as the case may be to deduct expenses related to
the contribution and where applicable, to bring Atari’s legal
reserve to the legal minimum following the contribution) and
allocated as determined by the shareholders’ meeting of the Company
or its Board of directors in accordance with applicable laws |
|
Date of the contribution / legal framework |
The contribution was approved as of the date hereof by the Board of
directors of Atari pursuant to the authorization granted by the
eighteenth resolution of Atari’s shareholders’ meeting of September
27, 2022 |
|
Contribution auditors |
In accordance with Articles L. 225-147, R. 22-10-7 and R. 225-136
of the French Commercial Code, the President of the Commercial
Court of Paris has appointed, by order dated March 30, 2023, Sorgem
Evaluation represented by Mr. Thomas Hachette, as well as Mr.
François Pinault, as contribution auditors (commissaires aux
apports) (the “Contribution Auditors”), for the preparation of the
reports referred to in Articles L. 225-147 and R. 22-10-7 of the
French Commercial Code and the AMF recommendation n° 2020-06.The
reports of the contribution auditors on the value of the
contributions and on the remuneration of the contributions have
been posted on the Company's website.These reports conclude that:
(i) the value of the contributions is not overvalued and,
consequently, that it corresponds at least to the nominal value of
the ordinary shares to be issued by the Company, beneficiary of the
contributions, increased by the contribution premium and (ii) the
exchange ratio is favorable to the shareholders of the
Company. |
|
Dilution |
Based on a share capital composed of 382,534,286 shares and
385,229,626 theoretical voting rights as of April 30, 2023, a
shareholder holding 1% of the Company's share capital and 1% of the
Company's theoretical voting rights prior to the issuance of the
new Atari shares has seen his/her/its shareholding reduced to
approximately 0.91% of the Company's share capital and 0.91% of the
Company's theoretical voting rights as a result of the
contribution |
About
ATARI
Atari is an
interactive entertainment company and an iconic gaming industry
brand that transcends generations and audiences. The company is
globally recognized for its multi-platform, interactive
entertainment and licensed products. Atari owns and/or manages a
portfolio of more than 200 unique games and franchises, including
world-renowned brands like Asteroids®, Centipede®, Missile
Command®, Pong®, and RollerCoaster Tycoon®. Atari has offices in
New York and Paris. Visit us online at www.atari.com.
Atari shares are
listed in France on Euronext Growth Paris (ISIN Code FR0010478248,
Ticker ALATA) and OTC Pink Current (Ticker PONGF).
©2023 Atari
Interactive, Inc. Atari wordmark and logo are trademarks owned by
Atari Interactive, Inc.
Contacts
Atari - Investor
Relations Tel + 33 1
83 64 61 57 - investisseur@atari-sa.com | www.atari.com/news/
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Tel + 33 1 53 65 68 68 – atari@calyptus.net
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84Julia Bridger - jbridger@elcorp.com
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1 Financed by a shareholder loan made available
by Irata LLC (a company controlled by Wade Rosen), to be refinanced
with the €30 million Convertibles Bonds issuance (see below).2
Based on the 20-day volume weighted average price of the Atari
share on Euronext Growth as of April 28, 2023 (i.e., 0.1194 euro
per share), in accordance with the transaction documentation.3
Through Wade J. Rosen Revocable Trust U/A/D August 18, 2010, as
amended, registered under US laws.4 Shares held by Wade J. Rosen
Revocable Trust U/A/D 18 August 2010, as amended being deemed held
by Wade Rosen
5 No shareholders' agreement having been entered
into between them or with Wade Rosen in the context of the
transaction.
- Atari - Closing acquisition Nightdive - EN
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