Good day, and thank you for standing by. Welcome to the Ubisoft Webcasts and Conference Call. At this time, all participants are in the listen-only mode. After the speaker's presentation, there'll be a question-and-answer session. To ask a question during the session, you will need to press star one and one on your telephone. You will then hear an automated message advising your hand is raised. To store your question, please press star one and one again. Please be advised that today's conference is being recorded. I would now like to hand the conference over to Alexandre Enjalbert, Ubisoft Head of Investor Relations. Please go ahead, sir.
Thank you. Welcome, everyone, and thank you for joining this call on such short notice. With me today are Yves Guillemot, our CEO, and Frédérick Duguet, our CFO. The purpose of the call this evening is to walk you through today's announced transaction. We will not cover this quarter's performance. With regards to our calendar, our full-year earnings call is scheduled on May 14, 2025. Now, I'll turn the call over to Yves Guillemot.
Thank you, Alexandre, and good afternoon. Since the beginning of the year, we have been conducting a comprehensive review of our strategic options to maximize the value of our assets and create the best possible conditions for developing outstanding games in a rapidly evolving market. Today, we are thrilled to announce the creation of a new subsidiary dedicated to three of our largest franchises: Assassin's Creed, Far Cry, and Tom Clancy's Rainbow Six. This initiative is supported by Tencent, which will invest EUR 1.16 billion for a minority stake into the new subsidiary. This binding agreement with Tencent is part of a formal and competitive process launched earlier this year.
After careful review of several expressions of interest from a diverse group of high-profile parties, and in keeping with its responsibility to act in the best interest of all Ubisoft stakeholders, the Board of Directors, upon recommendation from the Ad Hoc Committee, determined that this transaction crystallized the best value for Ubisoft assets and aligns with our strategic objectives. This marks a step change for Ubisoft, and is a key milestone as we accelerate the group transformation and lay the foundation for a new operating model. With Tencent's support, this new subsidiary will focus on building game ecosystems designed to become truly evergreen and multi-platforms. Bolstered by greater investment and boosted creative capacities, it will drive further increases in quality of narrative solo experiences, expand multiplayer offerings with increased frequency of content release, introduce free-to-play touchpoints, and integrate more social features.
Through this transaction, we are crystallizing the best value of our assets, significantly strengthening our balance sheet and enhancing our financial flexibility to support the growth of selected franchises, while pursuing our transformation. This initiative is a key component of our broader strategy to evolve and streamline the group's target operating model, enabling us to become a more agile organization. Beyond the scope of this new business unit, the group will focus on nurturing the development of iconic franchises, including Tom Clancy's Ghost Recon and The Division, accelerating the growth of top-performing titles and leveraging disruptive technologies on selected new IPs, while continuing to deliver state-of-the-art production game engines and online services. I will now hand over the call to Frédérick, who will provide you with more details about the transaction with Tencent. Frédérick?
Thank you, Yves, and hello, everybody. Let me walk you through some of the key terms of the transaction with Tencent. Under this agreement, the new subsidiary will include teams developing the Tom Clancy's Rainbow Six, Assassin's Creed, and Far Cry franchises based in Montreal, Quebec, Sherbrooke, Saguenay, Barcelona, and Sofia, as well as the back catalog and any new games currently under development or to be developed. Ubisoft will grant to this new entity a worldwide exclusive, irrevocable, and perpetual license for the intellectual property and related proprietary rights associated with the three franchises' video games utilization in exchange for royalty. At closing of the transaction, Tencent will invest a total amount of EUR 1.16 billion for an approximate 25% economic interest, valuing the entity as a pre-money enterprise value of around EUR 4 billion, implying an average fiscal 2023-2025 sales multiples of around four times.
The proceeds will be used to significantly strengthen the group's balance sheet by reducing its consolidated net debt position, accelerate its transformation, and support growth of selected franchises. The new entity will have a dedicated leadership team supervised by a board of directors. Conditions precedent to this transaction include the issuance of a fairness opinion by Finexsi, acting as independent expert, the completion of the carve-out, and the obtention of the necessary regulatory clearances. Subject to the satisfaction of these conditions precedent, the transaction is expected to be completed by the end of the calendar year. After closing of the transaction, the new business unit, headquartered in France, will remain exclusively controlled and consolidated by Ubisoft. Completion of the transaction, as I said, is expected to happen before the end of the year. Let me now hand over to Yves to conclude.
In conclusion, this partnership with Tencent underscores the strong value of our IPs, significantly reinforces Ubisoft's balance sheet, and establishes the optimal conditions for the long-term growth and success of these franchises. This also marks the beginning of a new chapter in Ubisoft's journey, characterized by both steps to sharpen our strategic focus. We are committed to building a sharper and more focused organization, one where talented teams will elevate franchises to the next level, accelerate the growth of emerging ones, and lead innovation in next-generation technologies and services.
All of this is driven by a single goal: to deliver enriching, memorable games that exceed players' expectations and create superior value for our shareholders and other stakeholders. In the coming months, our efforts will be concentrated on shaping this operating model. We will provide more details in due course. We are now happy to take your questions. Thank you.
Thank you. To ask a question, you will need to press star one and one on your telephone and wait for your name to be announced. If you wish to withdraw your question, please press star one and one again. Once again, if you would like to ask a question, please press star one and one on your telephone. Please stand by while we compile the Q&A roster. Thank you. We will now go to our questions. One moment, please. Your question comes from the line of Doug Creutz from TD Cowen. Please go ahead.
Hey, thank you. Could you just clarify, will these studios and the new entity, will they ultimately be reporting back to Ubisoft's senior management, or is there going to be a whole separate management structure that will be external to Ubisoft that these studios will report to? Thank you.
Yes, hello, Doug. There will be a dedicated management under the supervision of a board that will be controlled by Ubisoft. Ubisoft will continue controlling and consolidating this entity.
Okay, thank you.
You're welcome.
Thank you. Once again, if you would like to ask a question, please press star one and one on your telephone keypad. That is star one and one to ask a question. We will pause for one moment. Thank you. Your next question comes from the line of Eric Ravary from CIC. Please go ahead.
Yes, good evening. Two questions from my side. First one, to clarify, is it a capital increase or disposal of shares to create this subsidiary? The EUR 1.16 billion put by Tencent will be at the level of the JV or at the Ubisoft level? Second question is on the number of employees that are transferred to the new subsidiary with the six studios mentioned. Thank you.
Good evening, Eric. This is a capital increase at the NewCo level. In terms of number of employees, it's too early to provide more information. We'll be focusing on the carve-out execution in the coming months, and we'll be working on the target operating model. That's more to come. What we can say is that it's indeed an acceleration in our transformation, and we'll be streamlining the operating model in the months to come.
Okay, thank you for that.
You're welcome.
Okay. Thank you. Once again, if you would like to ask a question, please press star one and one on your telephone keypad. We will now go to the next question. Your next question comes from the line of Ed Young from Morgan Stanley. Please go ahead.
Good evening, and thank you for taking my question. Sorry if you covered this at the very beginning. I did miss the start of the call, I'm afraid to say. First of all, could you talk a little bit about what the intent is to do with the brands that have gone into this entity? Are they just going to carry on, or should we assume that there is potential for them to be sold, or how should we think about the prioritization? More broadly, could you perhaps touch on what is the relationship going to be from sort of technology sharing, scale benefits of the two entities alongside each other? Should we think about these on sort of very separate tracks, if you like, from the current portfolio? Thanks.
Yes, thank you, Ed. As you mentioned, we'll be pursuing the development and the growth of other iconic franchises that we have in the group, including Tom Clancy's The Division, and Ghost Recon. We'll be supporting the growth of selected and performing IPs. We'll be also creating a few new IPs. We'll be benefiting from our cutting-edge technologies and emerging technologies. To your question, yeah, technologies will support the development of the new entity and will support the roadmap of the other franchises.
Thank you. Once again, if you would like to ask a question, please press star one and one on your telephone keypad. That is star one and one on your telephone keypad. We will now take the next question. Your next question comes from the line of Aleksander Peterc from Bernstein. Please go ahead.
Yes, thank you for taking the question. Could you understand?
Apologies, Alex, your line is really bad.
Let me just. IDs.
Alex, we can hear you well.
Can you hear me now?
Yes, that's better.
Okay, that's better. I'd just like to understand what this carve-out means for current Ubisoft bondholders in terms of their rights on the assets going forward. I'm not sure if that was explained in the press release, but if you could just clarify that for me. Thank you.
Yes, there is no impact for bondholders as we keep the full control on the asset and we're fully consolidating these assets. We just have a minority non-controlling investors in part of the assets, so there is no impact.
How should we think of the share of profits going to Tencent as a result of this transaction? Do you have any approximate guidance on that? Are these franchises the bulk of your profitability?
As we said, they will have around 25% of economic interest in the entity. We expect, of course, to grow the value of this entity as we have a strong roadmap with these three big brands, and we are happy to remain very highly exposed to the future value that we get from this entity. Again, the share of Tencent will be around 25% of this entity.
Okay, thank you very much.
Thank you. There are currently no further questions. I will hand the call back for closing remarks.
Thank you so much for listening, and I wish you a good day or good evening. Thank you. Bye-bye then.
Thank you. This concludes today's conference call. Thank you for participating. You may now disconnect.