Welcome to the presentation regarding today's press release. For the first part of the conference call, the participants will be in listen-only mode. During the questions and answer session, participants are able to ask questions by dialing pound key five on their telephone keypad. Now, I will hand the conference over to CEO Thomas Kœgler; and CFO Andrea Gasparini. Please go ahead.
Good morning, and thank you for joining us. We are pleased to announce that asmodee has entered into an agreement to acquire ATM Gaming, a fast-growing creator of social games. We believe this is a strong strategic fit and a compelling addition to our group. Starting with the key highlights for this acquisition, it is important to understand that social games is the fastest growing category of the board games market, and that ATM Gaming is a leading player within this category. We believe that asmodee provides the best global platform to unleash the full potential of ATM Gaming, while asmodee will benefit from ATM Gaming's IPs and digitally driven go-to-market know-how. Together, we will form a leading global player in social games. This acquisition is expected to contribute to asmodee's organic growth engine while being margin accretive.
For our fiscal year 2026-2027, ATM Gaming is expected to contribute with at least EUR 50 million in net sales and in excess of EUR 25 million in EBITDA before synergies. The earn-out incentives for ATM Gaming are structured to be triggered upon achieving an average annual EBITDA of EUR 30 million-EUR 50 million over the next five years. Looking at the transaction, the purchase price amounts to EUR 180 million payable in cash and Class B shares. The sellers are also entitled to earn-out payments up to EUR 70 million in Class B shares should the EBITDA generation mentioned above be realized. As mentioned, social games is the fastest growing category in our market.
Over the past six years, the category has grown at a CAGR of approximately 4%-8% and is expected to continue outpacing the broader board game market through 2030. This growth is supported by successful titles, such as the ones you will recognize at the bottom of the slide. Importantly, the category combines strong new releases with long-lasting evergreen titles. As a reminder, asmodee operates across social, tabletop, and lifestyle games through both publishing and distribution. Within social games, we already have a strong position with titles such as Dobble and Exploding Kittens, the latter being a successful acquisition that has delivered solid growth. We also distribute leading titles such as Hitster and, in some markets, ATM Gaming products. Social games are particularly attractive due to their accessibility, short play session, high replayability, and affordable price points. Against this backdrop, we are pleased to welcome ATM Gaming.
They have demonstrated strong execution with titles such as Crack List, which has already scaled rapidly to nearly 2 million units in 2025 and over 3 million units across 2024, 2025. The game shows clear potential to become an evergreen, supported by substantial commercial performance and top rankings on Amazon across multiple countries during peak season. Newer titles such as Pili Pili and Mouton Mouton have also delivered strong early performance and received industry recognition, including the Grand Prix du Jouet in France. This highlights ATM Gaming's ability not only to create breakout titles but also replicate success across new IPs. ATM Gaming was founded in 2018 by four entrepreneurs with strong industry and consulting backgrounds. Since then, the company has expanded internationally and broadened its portfolio across multiple social gaming formats.
Between 2023 and 2025, ATM Gaming delivered a CAGR of 116%, reaching approximately EUR 34 million in net sales and EUR 17 million in EBITDA in 2025. To date, they have sold more than 6 million games. The company employs 46 people, manages over 60 SKUs, and operates a hybrid model combining e-retail and third-party distribution. They have also built a large and engaging community of more than 1.5 million followers. Now they are embarking on a new chapter by joining asmodee. A key differentiator is their strength in e-retail. Over the past three years, this has been their primary sales channel. As you can see, during Christmas 2025, five of their titles ranked amongst the top 10 in Amazon toys, and games category across major European markets.
Quicks top reached the number one position in several countries, including France, Spain, Italy, Germany, and Belgium. This performance is supported by strong capabilities in catalog optimization, full funnel advertising, SEO, and real-time analytics, enabling repeatable launch success. ATM Gaming has established a strong presence in France, Germany, Italy, and Spain, with additional growth in adjacent markets. They have partnered with asmodee since 2019, with today around 10% of their sales currently being distributed through our network, mainly in Italy and in Spain. Over time, we expect to further integrate distribution within asmodee. Geographically, the combination is highly complementary. ATM Gaming is strong in Europe, while Exploding Kittens provides a strong foothold in the U.S. Together, this creates a balanced platform with significant expansion potential across both regions, but also beyond.
We share a common entrepreneurial culture and a strong focus on innovation, player experience, and passion for creating shared experiences that bring people together. This explains why we have been successfully working together for several years across select geographies. The founding team brings a complementary mix of strategic, commercial, and digital expertise. They will remain in place and continue to lead the studio, ensuring continuity while benefiting from asmodee's global platform. To us, asmodee is the best platform to scale ATM Gaming further. They will benefit from our global distribution network and operational capabilities, particularly in expanding into new geographies. At the same time, we gain exposure to a fast-growing player in the most dynamic category of the market. Their expertise in digital marketing and social media will also strengthen our go-to-market capabilities. I will now hand over to Andrea for more details on the financials.
Thank you, Thomas, and good morning, everyone. This transaction also comes with very strong financials. For fiscal year 2026 or 2027, ATM Gaming is expected to contribute with at least 50 million in net sales and in excess of EUR 25 million in EBITDA before synergies. Earn-out incentives for ATM Gaming are structured to be triggered upon achieving an average annual EBITDA between EUR 30 million-EUR 50 million over the next five years. As Thomas said, ATM Gaming is expected to contribute to asmodee organic growth while being margin accretive. Moving into the transaction more in details, the purchase price amounts to EUR 180 million and consists of three different parts.
First one, an upfront cash payment of EUR 120 million on a cash-free and debt-free basis, payable at closing, which we expect by the end of April 2026. Second part is EUR 30 million in newly issued asmodee Class B shares to be issued in connection with the closing of the transaction, so still in April 2026. The remaining EUR 30 million is a deferred payment that will be paid in cash in June 2027. The cash consideration payable in connection with the acquisition is expected to be financed using the company's available cash.
The sellers are also entitled to an earn-out payment up to EUR 70 million, conditional upon the achievement of performance-related targets by ATM Gaming, equivalent to an average yearly EBITDA generation ranging between EUR 30 million-EUR 50 million over the next five years. Any earn-out consideration will be paid in newly issued asmodee Class B shares. The earn-out has an early payment mechanism up to a maximum of EUR 25 million that may be payable based on ATM Gaming's performance during the fiscal year 2026, 2027, calculated on a linear basis between two EBITDA metrics. Any such advance would be deducted from the total earn-out cap of EUR 70 million and would be non-refundable once paid.
The remaining earn-out, if any, would be determined based on the overall performance of ATM Gaming over the five fiscal years from April 1st, 2026 to March 31st, 2031. With this, I'm handing back to Thomas.
Thank you, Andrea. To conclude, this acquisition strengthens asmodee's position in social games, the fastest-growing category of the market. It combines our global performance with ATM Gaming's IPs and digital capabilities. The transaction is expected to support our organic growth and to be margin accretive. ATM Gaming represents our fifth acquisition in the past 12 months, and our M&A pipeline remains quite active. We are well-positioned to continue executing on our strategy. Before opening the floor for questions, I would like to thank our teams and advisors who have worked tirelessly to get us here today, so a big congrats to them. I think, this is a playbook acquisition for asmodee. I will now open the floor for questions.
If you wish to ask a question, please dial pound key five on your telephone keypad to enter the queue. If you wish to withdraw your question, please dial pound key six on your telephone keypad. The next question comes from Simon Jönsson from ABG. Please go ahead.
Yes. Hello everyone. Thanks for taking my questions, and congratulations on the deal. Looks very interesting. I just wonder in terms of synergies. I think you touched briefly on like the geographical expansion potential, but can you maybe talk a bit more what you see in terms of synergies and maybe connect it to what you've done historically with other similar acquisitions, and if it's, you know, mainly the geographical expansion or if there's also other factors to consider. On the geographical expansion, is it mainly the U.S. and Nordics you see, and how fast do you think we could start to see effects on that?
Hi Simon. Thanks for these great questions. Effectively, the main synergy is on geographical expansion. As we have highlighted today, ATM Gaming is strong in France, in Germany, in Spain, and in Italy. In all of those territories, the playbook of combining the e-retail directly by ATM and distribution mostly with asmodee team, especially in Italy and in Spain, has proven extremely powerful and successful, with five of our games being placed in the top 10 toys and games over last Christmas in each of those countries. What we look forward to is to replicate this in the rest of the world, continuing in Europe. There are still many territories where the games have not yet been properly launched. We are just starting to work on those.
Of course, North America and the rest of the world also represent some exciting opportunities, especially with the complementarity with Exploding Kittens. We really want to leverage those catalogs in both directions. EK even stronger in Europe and ATM stronger in North America, thanks to EK.
All right. You think you also could see Exploding Kittens benefiting in terms of sales on this?
As we say, it's two distant cousins that would greatly benefit working together.
All right. Makes sense. I have to follow up on synergies and the earn-out. You said that or obviously you think there's potential to significantly increase the earnings here. Is that, like, mainly from the synergies, or do you think that they could also get some earn-out just from continuing to growing in their current markets?
The first driver is their organic growth. Their organic growth is with their existing reach, but it's also combined with expanding their distribution. That's how we have built it, the business plan that led to structuring the earn-out in this way. It's a combination of both.
All right. I have the final technical one on, because you comment on the EBITDA here, and I just wonder if you can say something about, depreciation costs for this. Maybe you touched on it and I missed it, but do you expect a similar rate as the rest of the group or is this something to consider here?
Yes. Given the profile and the size of the business, there is, on their side as well, a relatively CapEx light, so D&A light model, so no big impacts on group ratios.
Okay. Cool. Thanks so much for that.
Thanks, Simon.
Thank you.
The next question comes from Marie-Line Fort from Bernstein. Please go ahead.
Good morning, Marie.
Marie-Line Fort, your line is now unmuted. Please go ahead.
Might have a technical issue.
The next question comes from Rasmus Engberg from Kepler. Please go ahead.
Hi guys. Thanks for taking my question, and congratulations to a very interesting deal. Can you just go back to the earlier question? Is it so that you're considering now taking over some of the distribution since you seem to mainly operate in Italy and Spain? Or am I misunderstanding things here?
Hi, Rasmus first. What we look for is to have the best combination possible between ATM Gaming's current setup and our capabilities. Of course, we will try and help them grow in additional markets. For the rest of your question, it will be on a case-by-case basis, depending on what makes most sense in terms of market reach.
What do you take from them in sort of Italy and Spain? Does it work both ways there already or how does that cooperation work?
Yes. Usually, the way the dual model works is that ATM Gaming is doing directly the e-retailers, so the entire I would say digital activation and digital sales through mainly Amazon. Then, in order to have the full reach across all channels, they work with local distributors. In Italy and in Spain, it's our asmodee local teams that very successfully have accompanied them in building their business. This is the type of dual model, hybrid model that we want to maintain in the future because we feel that it's the source of future success and growth.
Thank you. Very clear then. You will consider that in many other markets, I suppose then.
Exactly.
Can you also? Yeah. Just on the financial side, Andrea, in you know, it's up to EUR 70 million in earn-out. Are you able to say something about what you will recognize? I mean, it will be a discounted value, I suppose, but also if you give an indication on what we should add to the potential debt at this point, or is it too early?
No, of course. We have built as always a joint business plan. This is how we've always explained the best framework to craft a joint business plan that of course has ambitions and as always upside, downsides. There is a range which is accretive for asmodee, value creating for ATMs and all the stakeholders involved. It's in that range. We cannot-
Mm.
Communicate exactly which type of yearly milestone and performance will be generated. It's within the range, yes.
Yeah. When I ran some numbers, it seems that as is almost always the case, obviously, that the bigger the earn-out, the lower the multiple you pay is actually on the entire company, right?
That's the virtues.
Yeah.
The positive of having a plan, a joint business plan that delivers growth in the future. It's beneficial for entry multiples and it creates a more balanced structure for the deal. Yes.
Thank you so much.
Thank you.
Thanks, Rasmus.
As a reminder, if you wish to ask a question, please dial pound key five on your telephone keypad.
We do not have anybody else in the queue. We'll leave a few seconds. We have no written question either. Unless someone dials in, we will conclude this call. All right. I don't see anybody joining. Thanks again, everybody, for joining. This is a great step for asmodee, and a great tribute to our M&A abilities. Thank you very much.
Thank you.