Embracer Group AB (publ) (STO:EMBRAC.B)
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M&A Announcement

Dec 21, 2021

Lars Wingefors
Co-founder and Group CEO, Embracer Group

Karlstad, Sweden, and I'm super excited to announce a number of acquisitions this morning, and the purpose of this call is for you to meet the management teams of these companies and take you through the rationale and the transactions. Let's get started. Let's start with the great team at Perfect World Entertainment. Welcome on the call. Today we have Yoon, Jason, and Randy. Are you online?

Yoon Im
CEO, Perfect World Entertainment

Yeah, we're here.

Randy Pitchford
Founder and CEO, Gearbox Entertainment Company

Hi.

Yoon Im
CEO, Perfect World Entertainment

Yeah.

Lars Wingefors
Co-founder and Group CEO, Embracer Group

Hey.

Yoon Im
CEO, Perfect World Entertainment

Yes.

Lars Wingefors
Co-founder and Group CEO, Embracer Group

How are you, Randy? Tell me. Can't you tell me how you're feeling?

Randy Pitchford
Founder and CEO, Gearbox Entertainment Company

Oh, I'm great. I'm pumped, Lars. I mean, what an exciting day for Embracer and for Gearbox. This is a big moment.

Lars Wingefors
Co-founder and Group CEO, Embracer Group

For sure. It's Perfect World and the team is some obviously company, if you've been in the industry, you know them, you know, since decades, and I've been super impressed with them, especially the recent years being the publisher of our Remnant that Gunfire is developing. Let's get started.

Yoon Im
CEO, Perfect World Entertainment

All right. Well, thank you, Lars. Hello, everyone. My name is Yoon Im. I'm the CEO of Perfect World Entertainment, and I would like to take this opportunity to give you a brief introduction to our company. While we may be best known as a publisher of free-to-play MMO games, in the last couple of years we have started to broaden our scope and add new and exciting titles across different genres. Our upcoming portfolio of games, bolstered by our partnership with Gearbox, will position us well as a new type of publisher in the near future. With that being said, let's dive in to who we are as a company and how we plan to evolve in the near future within the Embracer Group.

At our core, PW is made up of passionate gamers who want to provide the types of games that challenge and entertain our players. We really do emphasize on challenging aspects as we look forward into our future portfolio. We want to take our players to feel a sense of accomplishment when they finish playing our game, and we're one of the few publishers that can provide both live services game and premium games. Sorry, we're having some technical issues with the slides.

Lars Wingefors
Co-founder and Group CEO, Embracer Group

Take your time. No problem.

Yoon Im
CEO, Perfect World Entertainment

Our current footprints expands across North America and Europe. In California, PWE Publishing is located in Redwood City, and Cryptic Studios is located in Los Gatos, and we have our European publishing branch located in Amsterdam. We're currently at 237 employees, and our focus is on the North American-European territories, and all of our games are on either PC or console platforms. Talking about our history, we started our publishing business in 2008 by bringing over free-to-play MMO games developed by Perfect World China to the Western market. In the span of three years, we launched over eight MMOs, and within three months we were profitable operation.

This really accelerated our growth in the first three years, but at the same time we started seeing some organic fatigue with our Asian portfolio of games, and we believe this was due more locally to more local free-to-play games being developed here in the West. In 2011, we decided to acquire Cryptic Studios from Atari. We also started our third-party licensing business to acquire content from countries like South Korea and the U.S. In 2014, we launched our own PC gaming platform, arcgames.com, which served as our own digital distribution platform. We also broke into the console space for the first time as free-to-play games were now supported by Microsoft and Sony with the launch of Xbox One and PlayStation 4. Before this, we were predominantly a PC-only publisher, but this change really expanded our market potential and expanded our audience.

The last couple of years, we focused on developing our premium game portfolio and had great success with the launch of Remnant: From the Ashes and Torchlight III. We also published our first games on the Nintendo Switch platform with the launch of Torchlight II and HAWKED. In addition to myself, we have a solid management team that has a strong background working in the gaming space. We have Jason Park, who leads our business development team for partnership and content acquisition. We have Zheng Zeng, who leads our backend technology infrastructure, such as our Arc Games platform and live operations, and we have Yanan Wang, who leads our finance and accounting team. While we started our company with our free-to-play games, we expanded our publishing business into two different tracks. Here is our top-performing games in our current portfolio.

On the top you can see our free-to-play titles, Neverwinter, Star Trek, and Perfect World International. On the bottom, we have our fan favorite premium titles, the Torchlight franchise and Remnant from the Ashes. Over the last 13 years, PWE has generated over $1 billion in revenue, mostly from our free-to-play game. As we consider the next few years, we expect our premium game business to grow as well. Now I'll hand it over to our Vice President of Business Development, Jason Park, to talk about our portfolio strategy and IP. Jason?

Jason Park
VP of Business Development, Perfect World Entertainment

Thank you, Yoon. For our PWE's portfolio strategy, we have a pretty clear idea of who we are as a publisher and our strengths. We specialize in PC console publishing, and those are our primary platforms. That doesn't mean our games won't be on other platforms in the future, but we consider ourselves PC console first. As for our business model, we have the unique advantage of being well experienced in both games as a service, free-to-play, and premium games. As one of the early adopters in free-to-play, our experience is unmatched, and we've got some huge successes in premium games more recently. Our future games pipeline will continue to spread across both business tracks. Our games usually target players in the 18-35 age range, skewing a little more on the older side.

As Yoon mentioned in our values, we strive to challenge our players with our games, so resonating with the core gaming audience is a key goal in our portfolio. We look for games that stretch across the indie scene, like Have a Nice Death, which we just unveiled at the Game Awards just over a week ago, and we look towards the double A space, such as Remnant from the Ashes. Games in these segments often have a two to three year development life cycle, which is right in our sweet spot. We have a number of unannounced titles and games in our pipeline that we will continue to diversify our portfolio and expand our gaming audience. We're excited to tell you more about them when the time is right. Similar to our focus in the core gaming audience, we are gameplay-focused first.

This also follows our values and mission closely and is the single most important part of the games that we publish. Finally, the influence of our games extends through the entire world. Just like Gearbox's mission to entertain the world, we utilize our partnerships and reach to maximize our exposure, not only in our primary markets in the U.S. and Europe, but to our key markets in Asia, and hopefully India and the MENA regions in the near future. We bring to Gearbox and the Embracer Group a handful of owned IPs, led by Torchlight, the beloved ARPG series that's always been compared to the Diablo franchise from Activision Blizzard. To date, the Torchlight franchise has sold over 5 million units with over 20 million players.

We're excited to explore how we can further expand our IPs to other forms of media with our new Embracer and Gearbox family members. Cryptic Studios has been a brand synonymous with MMORPGs. When they developed City of Heroes in 2004, it was the first major superhero MMO created, and since then have continued to create MMOs that have stood the test of time. City of Heroes and the sequel, City of Villains, was sold to NCSOFT in 2007, and since then, Cryptic has launched Champions Online, Star Trek Online, and Neverwinter, which are all still ongoing and very healthy. Cryptic's original MMOs were all in a subscription business model, but after Perfect World's involvement, converted them all to free-to-play. Neverwinter specifically was the first free-to-play MMORPG built from the ground up in the West when it released.

It was also one of the first free-to-play MMOs to release on consoles when it came out on the Xbox One. Star Trek is on its eleventh year now and has had one of its best years in 2020. Our ongoing partnership with CBS and Hasbro continue to remain strong, and no other PC console MMO developer has had such a track record working with world-class licensed IPs. Needless to say, we're excited to join the Embracer family and Gearbox. We know this partnership will strengthen PWE's business and enhance our mission to bring the best products to gamers that will challenge them to game beyond their limits. Now I'll pass it off to Lars.

Lars Wingefors
Co-founder and Group CEO, Embracer Group

Thank you so much. I think we all get excited to look at all these products. I think if you're in the industry, again, you recognize all of them. Looking at the transaction, it's a transaction that we've been negotiating with the owner, Perfect World, for a long time, and the purchase price is $125 million at closing. $60 million paid in cash and $65 million paid in Embracer B shares. The purchase price net of cash is $103 million, estimated to be $103 million. Legally, we are acquiring the entity from Perfect World Europe in the Netherlands.

Looking at the business, the net sales of the group are expected this calendar year ending in December to be roughly SEK 700 million. Because of the restructuring of Cryptic and discontinued publishing of Magic: The Gathering product, the company has incurred losses during the year. On a going forward basis, we see roughly a break-even level for the next coming financial year on operational EBIT level. In the Embracer financial year ending March 2024, we are expecting the profitability to be in the range of SEK 20 million-SEK 300 million. Perfect World will be a subsidiary of Gearbox, and will be working within the Gearbox team.

With that said, I think I would like to hand over to Randy.

Randy Pitchford
Founder and CEO, Gearbox Entertainment Company

Well, thank you, Lars. First of all, Lars, the M&A work that you and your team are doing at the Embracer level is just amazing and astonishing, and I am saying that as a former professional magician. Thank you for the work from you and your team to help Perfect World and Gearbox come together. I mean, the Perfect World guys can tell you that there's been a lot of interactions over the years, and sometimes we've been competitive with each other for development titles to bring to our publishing lineups, and it's a pretty great moment to be able to bring these groups together.

I was able to spend some time at Cryptic Studios, and I discovered a group of people who are passionate about their work, launching and operating massively multiplayer online games. Their experience is rare and valuable in our industry, and the portfolio of Perfect World Entertainment is world-class. It's perhaps only surpassed by the robust publishing team that has leadership and team members that truly love games and understand the business. This has driven these guys to build a leading and growing publishing business with particular strength in the U.S. and Europe, and that'll join with and be mutually complementary to the incredible team at Gearbox Publishing. The President of Gearbox Publishing, Steve Gibson, was integral to this.

He found philosophical alignment with the Perfect World guys, and he believes that the acquisition of Perfect World Entertainment being not merely additive, but potentially multiplicative to the trajectory of Gearbox Publishing, and this is obviously very exciting to all of us at the Gearbox Entertainment Company. I think that Embracer and Gearbox are plainly motivated for this deal for many reasons, not the least of which is because we'll benefit from strong business and positive cash flow contribution from PWE stuff. There's a deeper motivation that animates us from a strategic and philosophical perspective. The IP catalog, both known and unannounced, is unique and well-aligned with our vision for the future and our capability.

The talent that is experienced with and dedicated to massively multiplayer online games is really valuable, and also, frankly, useful to some of our forward-looking ambitions, so we're really excited about that partnership moving forward. Of course, we've talked about our mission. Gearbox Entertainment Company is on a quest to entertain the world, and our values that prioritize happiness, creativity, and profit are really well-aligned with Perfect World Entertainment, and this deal will accelerate our ability to achieve and advance our goals. I think we've got another slide that talks about the operational plan.

Lars Wingefors
Co-founder and Group CEO, Embracer Group

Sure.

Randy Pitchford
Founder and CEO, Gearbox Entertainment Company

Look, PWE is gonna function as an element of the Gearbox Publishing business unit within the Gearbox Entertainment Company, under the Embracer Group umbrella, of course, and we know that the values and the style of the publishing talent at PWE and Gearbox Publishing are really complementary. We're gonna enjoy some acceleration and other mutual benefits, including the growth in just overall capacity, load balancing of the slate, tactical capability, and we'll get increasingly collaborative and integrated over time. Of course, Cryptic Studios will also become a function of our Gearbox Publishing business unit, and Cryptic Studios and Gearbox Software business unit will explore some other synergies, collaborations, and integrations thoughtfully over time.

I just wanna emphasize that we are really enthusiastic, and frankly humbled to be able to bring these talented individuals and their valuable intellectual property and tools from Perfect World Entertainment and Cryptic into the Embracer Group family. I look forward to demonstrating the value of this arrangement, and the evidence of this value is gonna play out over the months and years ahead. Thanks for your time today, and thank you, Lars, for helping to make this happen. Back to you, Lars.

Lars Wingefors
Co-founder and Group CEO, Embracer Group

Thank you, Randy. Thank you so much, and very welcome to the group again, Yoon and Jason, and I can't wait to get to see you soon. With that said, with Randy and the team at Perfect World, we head over to Shiver Entertainment. Let's welcome John Schappert and Jason Andersen and Matthew.

Matthew Karch
CEO and Co-founder, Saber Interactive

How you doing? Again, at 3:00 A.M. plus in the morning. Well, I guess where you are it's morning, but I know you didn't sleep much anyway, Lars, so I'm not gonna complain, because I was getting emails from you about an hour ago, so I know, and two hours ago, and three hours ago, so I know that you've been awake for a while now. You deserve a good rest hopefully, and a little bit of a vacation, so hopefully we can get there for you soon. Anyway, I'm excited to announce this acquisition.

For many reasons, one of them is because we have finally acquired a company in my hometown of Miami, with some native Floridians on board. We've done it in style by acquiring, in my opinion, a company led by two industry legends who I hope are on the call. John and Jason, are you there? Because I don't see your faces.

John Schappert
CEO and Co-founder, Shiver Entertainment

How you doing, Matt? Yes, thank you, Lars. Thank you, Matt. Happy to be here.

Matthew Karch
CEO and Co-founder, Saber Interactive

God, well, it's awesome to have you here. You know what? Look, I just wanted to start by saying that for those of you that don't know who John is in particular, John is one of the legends of our industry, and a guy that I feel like I've been playing catch up with since I started my career in video games. John and Jason started EA. Well, it was called Tiburon at the time, right? It wasn't called EA Tiburon when you started, right? It was just called Tiburon, which ended up becoming the developer of the Madden franchise, which was ultimately acquired by EA.

John became the Chief Operating Officer of Electronic Arts, and I believe also the Chief Operating Officer of, ultimately of Zynga. You ran the Xbox, you ran Xbox Live, didn't you, John?

John Schappert
CEO and Co-founder, Shiver Entertainment

I did.

Matthew Karch
CEO and Co-founder, Saber Interactive

Is that about right?

John Schappert
CEO and Co-founder, Shiver Entertainment

Yeah, first-party software and Xbox Live. We launched Netflix on the Xbox back in the day.

Matthew Karch
CEO and Co-founder, Saber Interactive

Jason was there by your side pretty much for much of the way, handling all the technical obligations that came along with actually running. Well, not at every step of the way, but in the beginning and now, right? Since you've been at Shiver, he's been working with you.

John Schappert
CEO and Co-founder, Shiver Entertainment

Jason and I started both as Super NES programmers way back in the day, while I went into management, he stayed hands-on as a programmer. Like, my funny little anecdote is he's programmed every console since the Super NES, with the exception of the Virtual Boy. He's still hands-on programming to this day, still one of the geniuses of the industry. In addition to partnering with him at Tiburon, he also went on to found Budcat Creations in 2000, where we also, as Electronic Arts, worked with him then. Of course, we got together for Shiver.

Matthew Karch
CEO and Co-founder, Saber Interactive

Now you're together with us, which is awesome. Just real briefly, let's just talk a little bit about Shiver. You know, I know it's late in the night for some of us here, and You know, I think the highlights are really what's important, right? I mean, Shiver is a game development studio based in Miami. The company has worked on multiple titles over the years, including most recently, I guess your most recent big title was you did the Switch version of Mortal Kombat, is that right? Now you're working on some other unannounced ones.

John Schappert
CEO and Co-founder, Shiver Entertainment

Yeah, we came back together in 2013 and formed in sunny Miami to found Shiver, and our goal was to partner with great people to make amazing games. You know, we pride ourselves on tackling some of the difficult, tough projects of the industry and delivering great quality experiences that both our publishers and hopefully players enjoy. We've been fortunate enough to hire a talented team here and move them all to Miami or hire them locally. Our recent work includes a few Scribblenauts games we did for WB Games for the PlayStation 4, the Xbox One, and the Nintendo Switch. As you mentioned, Mortal Kombat 11 for the Nintendo Switch, which was a very tough game.

Proud to have shipped that game day and date with the other platforms, running at 60 frames per second, for Warner Games. As you also mentioned, Matt, we're working on another high-profile AAA work for hire project, and we even have a couple of original titles in development that we're excited about. It's great, as you said, that your headquarters, the Saber headquarters are just a short drive from our offices, so we could not be more excited to have to join the team of developers at Saber, and to partner with you, Andrey, and your teams to expand our breadth and our reach so that we can actually work with more publishers and make more games and hopefully make more players happy.

Thank you, Matt and Lars, for welcoming Jason and I and the entire Shiver team to Saber and Embracer.

Matthew Karch
CEO and Co-founder, Saber Interactive

Well, you know, like, we're super excited to have you obviously. I think it's, you know, for us in particular. First of all, I don't wanna steal our own thunder, but I just wanted to say real quickly to Randy and to the Perfect World guys that I'm super excited to have them on board as well. I think it's fantastic that Randy is out there and gonna catch up to Saber pretty soon on M&A. I'm excited to have such a great stable of MMOs and publishing expertise joining the group.

I think this is a really good step for us with Shiver and with Perfect World to kind of take over North America in a much bigger fashion. I think that kind of segues well into kind of the acquisition rationale. We can switch over to the next slide. 'Cause I'm not controlling the slides. Somebody else is magically controlling the slides. Is it Lars that's controlling the slides? Are you? Oh. Look. For those of you that know what Saber is about, Saber's continued its business that we started when we joined the Embracer family almost two years ago, which is we continue to do development of our own product, we continue to work on licensed property, and we're also doing work-for-hire.

You know, the Shiver team and Jon in particular are some of the most well-respected individuals in the industry, and our intention is for the management team to assist us in continuing to grow our work-for-hire business to a significant extent, and with John and Jason's contact in the industry, we're frankly already seeing those results happen. One thing I can say about the industry right now is there's such a voracious demand for content that the only limitation fulfilling that demand is resources. We still wanna be selective in the work that we do, and we wanna be selective in the partners that we work with.

John's connections have been absolutely integral into our growth over the past six months, and we fully expect that over the coming years that's going to expand. I mean, one of the things that, you know, I've been questioned about over the years is, "Okay, Saber, you're growing so rapidly. What are you gonna do to shore up your management?" Now we have the former Chief Operating Officer of Electronic Arts, who's working side by side with us, and I just couldn't be more excited to just see what we can do together, and the proof is already coming to fruition. I'm not concerned about any ifs in this scenario.

I think this is a perfect transaction for us, and this is a great way for Saber to grow on our work, on the work-for-hire side. Shiver has some of their own titles that are coming out that look really cool, and they're also gonna continue to add new content and new IP to our portfolio. Overall, I would just say, you know, this is a move that makes a lot of sense for us, and not only because we're an hour's drive, and I was actually at dinner tonight about 10 minutes away from where John was. I didn't wanna wake you up though. We'll be seeing a lot of each other and traveling North America and the world together soon, so I'm super excited.

John Schappert
CEO and Co-founder, Shiver Entertainment

Are we.

Matthew Karch
CEO and Co-founder, Saber Interactive

Perfect. Nice and succinct. I like that.

Lars Wingefors
Co-founder and Group CEO, Embracer Group

Thank you so much to the team at Shiver, and thank you Matt. Just to wrap up this, we are just looking at the transaction details that we are expecting Shiver Entertainment to contribute to the operating EBIT in the range of SEK 40 million-SEK 60 million in the next financial year, and in the range of SEK 70 million-SEK 90 million in the years thereafter. There is a consideration including a mix of cash and shares and earn out up to eight years.

Matthew Karch
CEO and Co-founder, Saber Interactive

Thomas, I just wanna tell you. For a second I thought that Jon thought that said dollars, and I think he got a little bit nervous.

John Schappert
CEO and Co-founder, Shiver Entertainment

That'll wake me up.

Lars Wingefors
Co-founder and Group CEO, Embracer Group

No, thank you so much. You're very welcome to the Embracer Group, and I can't wait to see you.

John Schappert
CEO and Co-founder, Shiver Entertainment

Likewise, thank you.

Lars Wingefors
Co-founder and Group CEO, Embracer Group

Now, let's head over to Hungary and DIGIC.

Alex Rabb
CEO and Co-founder, DIGIC Pictures

Hey guys, welcome to Hungary.

Lars Wingefors
Co-founder and Group CEO, Embracer Group

Morning. Matt?

Matthew Karch
CEO and Co-founder, Saber Interactive

I'm still here. I haven't fallen asleep yet. It's hard to fall asleep when you have an acquisition like DIGIC to announce. This is not meant in any way to be a slight on Jon's excellent presentation skills, 'cause they're great, but I really want Alex to lead off and talk a little bit about DIGIC and why they are in my estimation [audio distortion]

Alex Rabb
CEO and Co-founder, DIGIC Pictures

Servicing the top game clients of the world. I say top, literally we work with everybody from the top 20 publishers and developers of the world. I just wanna throw out a few clients we had over the past 20 years. We started DIGIC in 2002. Just to really name a few which we worked in the past, from the gaming side we worked with Sony, Microsoft, Konami, BioWare, Sega, NCSOFT, Sledgehammer, basically Sony Entertainment, Electronic Arts, Activision, Ubisoft, and then Wanda Group from China, Tencent, and so on and so on. Probably I can name a few more, but I don't wanna take up your time.

Just, you know, mention a few of the titles of the game brands. I would call them game brands because we are really into trying to figure out the brand itself and continue working on it for many, many years. Some of our clients coming back from, you know, from 10, 15 years ago. We have a client, we have done more than 25 projects, you know, so far. One of the top 10, you know, game titles in the world. Just to name a few titles we have opportunity to work in the past, basically let's just throw out, you know, in random orders, Call of Duty, Assassin's Creed, League of Legends, Destiny, Dragon Age, Darksiders, you know, all of the, you know, titles you probably know about it.

Witcher, Watch Dogs, Halo, you know, Uncharted 4, Final Fantasy, you know, Warhammer, and so on and so on. I go back to my picture. We work more than 170 projects over 20 years, all delivered on time and budget, and more importantly, all delivered on quality we aim for. We do everything from a single 30 seconds game commercial up to an hour of game cinematic included with the game, just recently for Call of Duty. We are very proud to provide a full service for our clients. Basically, the clients come to us with a basic idea or even just a creative brief, and we do everything together. We come up with a story, we storyboard it, we do the previews, we shoot the movie at our own mocap stage.

If needed, we scan the characters at our own scan facility, and we do the lighting, compositing, modeling, animation, and we just render it out. Basically, from the idea, the inception of the idea to the final delivery, and that ranges literally from 20-second quick commercials for youtube to the one hour, you know, including CGI for the game itself. That was what we were doing for the last 20 years, and the last few years, we started to explore what is there beyond the games itself. What can we do with our gaming partners? How can we contribute more than just, you know, having part of the game marketing and publicity? In the last few years, we started to work with other additional content, you know, platforms who require high-quality animation.

We were part of Netflix's Love, Death & Robots anthology. In season one, we have done two animated shorts. We won an Academy Award for one of them, The Secret War. We won an Annie Award for that piece, and we're very proud to continue working with this streaming platforms. DIGIC has 400 full-time employees, and that means we are one of the largest high-quality animation studios in the world who's still independent. When I say independent, we don't, you know, belong to big animation studio. We work with the best clients and we do the best work. We have also about 40-50 freelancers, literally from all over the world, especially in home office, easier to do, but we're very proud to have returning, you know, freelancers as well.

We operate our own motion capture and scanning facility, so we can not only do the work for our own needs, but we can also service, you know, third parties, and we plan to offer our services to the whole Embracer family, so we can do this, scanning and motion capture services if needed for the group itself. One more thing to mention, you know, I started this company 20 years ago with my late partner, Hollywood Legends producer Andy Vajna. We were friends before we started DIGIC, and I learned a lot from him, you know, how to always aim for the quality and how to serve the clients. Client always comes first, and that happened, you know, for the last, you know, the next 20 years.

Unfortunately, he has passed away three years ago, but I aim to continue his legacy, you know, do high animation and high-quality work for the future.

Matthew Karch
CEO and Co-founder, Saber Interactive

Awesome.

Alex Rabb
CEO and Co-founder, DIGIC Pictures

That's basically.

Matthew Karch
CEO and Co-founder, Saber Interactive

Awesome

Alex Rabb
CEO and Co-founder, DIGIC Pictures

Yeah, you know, Matt, you know, I'm very proud, you know, to be here. We started to discuss, you know, this potential deal, you know, not long ago, but extremely it moved fast, and I'm really happy that, you know, we are here. I see many opportunities, you know, to work with your the companies in the group, and also, you know, do the work, you know, for our internal kind of, you know, developers and publishing projects. Just so exciting. Also we can look behind those, you know, typical gaming works.

Matthew Karch
CEO and Co-founder, Saber Interactive

Look, I'm obviously excited by every acquisition that we've done so far at Saber. This one is unique because the skill set is so complementary to what we do, and it's something that we're lacking not only internally within Saber, but I think within the group as a whole. I mean, Randy and I have actually discussed, you know, Gearbox potentially using your services to create product for some of their content that's coming out.

Obviously, as they continue to grow and add new products, and as we continue to grow and add new products to the group as a whole, we're going to probably see a lot more internal demand in addition to the external demand that we're getting for the work for hire, which obviously we're going to continue. It's just really exciting for me, especially having spent time with you in, you know, in the U.S. and also over in Hungary to see your facility to just get an understanding of how what a professional organization you've built and how proud and excited I am to be part of that.

I guess I should thank Matt McKnight, who works for us, for the introduction, not only to you, but also to Shiver, to John. So Matt really should probably have been on this call tonight or this morning, because he was instrumental in getting both of these deals done over the past months.

Alex Rabb
CEO and Co-founder, DIGIC Pictures

One more quick note, you know, just quickly insert, you know, to also Matt McKnight. Matt McKnight assigned my very first deal 20 years ago. This might be why I love them in terms of, you know, these kind of deals. We kept in touch for 20 years and, you know, he introduced me to you, and I'm really lucky that, you know, I have, you know, friends like him. Literally we signed the first in 2002, you know, sitting on steps looking at one of the, you know, E3s and just talking about the project we were developing in Hungary. We kept in touch and here we are. You know, thanks to that.

Matthew Karch
CEO and Co-founder, Saber Interactive

Well, you know, that's what happens. I mean, what I've found over the past, you know, couple of years of kind of wearing the new acquisition hat that I've put on, you know, with Saber Interactive from before our acquisition, you know, from five, six studios to 15, 16 plus now, and growing, is that you end up acquiring studios of people that you've known for a long time and that you respect. That's I never wanted to be over 50, but I guess one of the advantages of being over 50 is that you know everybody. You're in a better position to pick the talent and to work and to find ways to work with that talent. It's

To me this is kind of like a full circle in that respect with Matt and I worked with Matt at EA a long time ago, and I know John has known Matt, and he calls him Tarney. He's known him for a long time. It's nice that we're all gonna get to work together and it's part of the same family, and I'm very hopeful that we can provide services, DIGIC services to... I know that Reinhard at THQ, when he found out about the transaction, the first thing he did he said, "If you don't reserve resources for me so I can use these guys, I'm not gonna be very happy." I'm paraphrasing. But he...

I know there's a lot of excitement generally from the group to work with you as well. I think it's a great transaction for us. It's very complementary to what we do. We welcome aboard, and now if, Lars, do you want to talk a little bit about the deal terms, because that's your specialty? I will shut up.

Lars Wingefors
Co-founder and Group CEO, Embracer Group

The deal terms is not, you know, obviously due to commercial reasons, the specific transaction terms are not disclosed. It does include shares and long-term earnouts. The transaction will be accretive to adjusted earnings per share. The founder and the CEO, Alex, that's been on this call, and the management are committed to stay within the company. Post-transaction the business will remain as usual and hopefully continue to grow. There is no planned restructuring. This transaction is subject to regulatory filings in Hungary before closing. I think that's worth pointing out.

Matthew Karch
CEO and Co-founder, Saber Interactive

Yeah. It's also worth telling everybody that they should definitely go and watch Love, Death & Robots on Netflix and check out The Secret War in particular, right? Ice Age. Those are the two that you did?

Alex Rabb
CEO and Co-founder, DIGIC Pictures

That's one, yeah. Russian Soldiers, you know.

Matthew Karch
CEO and Co-founder, Saber Interactive

Russian Soldiers 1.

Alex Rabb
CEO and Co-founder, DIGIC Pictures

Yeah.

Matthew Karch
CEO and Co-founder, Saber Interactive

Yeah. Great to watch.

Alex Rabb
CEO and Co-founder, DIGIC Pictures

That represents, you know, our aim for high quality. Just one more thing that, you know, they always ask what separates, you know, DIGIC from the other companies who work in this gaming kind of marketing trailer business. We don't do trailers. We do, we make small movies in the games universe, so that's very important to know. From very beginnings, my background is movies. You know, I came back from Hollywood. I always said, "We don't make, you know, trailers or teasers. We make movies which happen to, you know, be in a gaming universe." That separates us, and we can have the group, you know, raise, you know, the quality and overall, you know, quality aim for this, you know, additional work for the games which we can all, you know, basically have a very good end result.

Matthew Karch
CEO and Co-founder, Saber Interactive

Look, we're gonna continue to explore storytelling. It's something that I know Gearbox has been very, you know, aggressive in pursuing, to, you know, to bring some of their media, some of their games into other forms of media. We obviously would love to help with that, and we also would love to explore that more on our own for certain. We think there's a real opportunity in that transmedia component to be telling stories not simply in games but in other forms of media as well, especially because there's so much shared technology and resources that we can use for those types of things.

It's also just worth mentioning that you work not only in the purely pre-rendered side of things, but you also work very closely with Unreal, and you work with Epic in particular on projects to create cinematics using Unreal technology, which is something that's obviously prevalent throughout the studios in the Embracer Group.

Alex Rabb
CEO and Co-founder, DIGIC Pictures

Yes

Matthew Karch
CEO and Co-founder, Saber Interactive

the skill set is

Alex Rabb
CEO and Co-founder, DIGIC Pictures

Let me add one last note. You know, we do have an Unreal kind of, you know, Unreal Engine-oriented team. We did already a couple of works using Engine primarily. We just recently had a Unreal Engine, you know, fully rendered Engine work for Marvel Studios, you know, for the Marvel's Midnight Suns trailer. That was done 100% in Unreal using the game assets. We see great potential there. DIGIC is also an Epic MegaGrants recipient. We are working on a short movie done in Engine entirely, you know, which is not game related, but to show what we can do with Engine with Epic's great support. We work very closely with Epic. Just one last fun fact, the Borderlands movie was shot in Hungary, you know. Randy, you were here.

Lars Wingefors
Co-founder and Group CEO, Embracer Group

I was on site with Randy.

Matthew Karch
CEO and Co-founder, Saber Interactive

Yeah.

Alex Rabb
CEO and Co-founder, DIGIC Pictures

You are back to Hungary, you know, you're welcome to visit DIGIC. We discussed it last time.

Matthew Karch
CEO and Co-founder, Saber Interactive

Yeah.

Lars Wingefors
Co-founder and Group CEO, Embracer Group

Just looking at the financial contribution to the group. In the calendar year 2021 ending in December, DIGIC will generate approximately net sales of about SEK 240 million with an operational EBIT of about SEK 50 million. DIGIC is forecasted to contribute with the operational EBIT in the range of SEK 60 million-SEK 70 million in the next financial year ending March 2023, and SEK 70 million-SEK 80 million in the financial year ending in March 2024. With that said, I would like to thank you so much for making this happen, and very welcome to the team and Embracer. Please send my best regards to your team.

Alex Rabb
CEO and Co-founder, DIGIC Pictures

Oh, thank you very much. Great to be here. Very excited, and looking forward to the future working with all of you. Thank you.

Lars Wingefors
Co-founder and Group CEO, Embracer Group

Thank you. Leaving Hungary and Florida for Germany and Berlin. Stefan, I don't know, are you in Innsbruck or in Munich?

Stefan Kapelari
CEO, Koch Films

I'm in Innsbruck right now, but you're right, I'm based in Munich, for everyone who do not know me. First of all, let me point out how excited I am that I can see DIGIC here in this call, yeah. Even as a film company being the odd one here, yeah, I'm excited about that, yeah. I don't know how much capacities we can get, but I-

Lars Wingefors
Co-founder and Group CEO, Embracer Group

Stefan, you have my full trust to run and build your business, and I think it's important that we support you. In respect of, you know, the business you're doing and the teams you're bringing on, I would like to give them, you know, the opportunity to present the rationale behind this transaction. The stage is yours and also welcome to Markus, the Managing Director of Spotfilm Networx.

Stefan Kapelari
CEO, Koch Films

All right. Hello everyone, I'm Stefan Kapelari. As said, I'm usually based in Munich or in Planegg, the headquarters of Koch Media. I'm heading the film division since it was established 18 years ago. Before I talk about the new acquisition of Spotfilm Networx, maybe I give you a little bit more information about our film activities and how we are positioned, yeah. We are a true independent film publisher, I would say in the German-speaking Europe and in Italy first and foremost, mainly operating there. We have built up over our history a catalog of 3,000 active film licenses right now. We are not limiting ourselves to any genre.

We're having everything in our catalog, but I think it's fair to say that we are particularly strong in anime product, in cult classics, which is actually supported by our capability to really sell and distribute a lot of physical product and world cinema titles. I'm very proud to say that the last two Palme d'Or winners are in our catalog, yeah. Titane and Parasite, yeah. Parasite being a phenomenon by winning over 200 awards, including 4 Oscars. You know, if you see the range of movies we have, then you see it's they are produced all over the world and they have a quality appeal, I would say, yeah.

Next point is that we are using our capability to distribute physical product also to partner with big and important film studios and film publishers. Most important to say is that we are partnering with Paramount in Italy since this year. As of January 2022, we are handling StudioCanal physical product exclusively in the German-speaking territory. We also expanded our activities to world sales. Sola Media is a small Stuttgart-based world sales company headed by Solveig. We are focusing on family entertainment titles which are good for theatrical releases. Right now we're just delivering worldwide to all the partners.

We license out Cinderella, so a new production from the Nordics, which I'm sure a lot of people know. Spotfilm and the new acquisition coming in here, it's a leading ad-supported streaming service in Germany. Or they're leading, we're actually with this company coming on board the biggest player, the biggest service provider. It strengthens us in the digital space, yeah. When you look at how we exploit the content and how we distribute the product, then you see on the left-hand side all the things which are the traditional distribution services a publisher does. Yeah, it's the usual thing. With some titles which qualify, you launch them theatrically, but then you also.

A lot of titles which do not go theatrical. They are also going on home video and transactional VOD, so being electronic sell-through or TVOD. Then we sell the licenses to the TV broadcasters, pay TV, free TV, and also SVOD license deals to mention here. On the left-hand side, the traditional stuff. I am particularly proud that the team that my team and managed to be agile enough in a really difficult market situation to embrace new and innovative business models. The direct-to-consumer shops is not that new. But if you are a publisher and if you you know get close to your community and you then provide the right shop it makes sense.

In our physical business, our own e-shops are right now really significant, yeah. SVOD channels, yeah, we launched SVOD channels on Amazon Prime and other platforms, yeah, like Anyverse or like Superfresh recently. Yeah. You can add the channels if you are a subscriber to Amazon Prime. You can add a channel by paying another EUR 5 a month, and then you get provided additional product. We collaborate with other publishers to give us product for that channel, and I think that business has developed very well.

Last but not least, yeah, this is where Spotfilm fits into the picture, in the AVOD and FAST channel business, which is the fastest growing segment of the film business right now. We are happy to get Spotfilm Networx into the group. Yeah. We already took some activity ourselves, and we have launched Moviedome, for example, or on Samsung TV we have a linear TV station already running, and we are quite successful in that. Now with this Spotfilm coming in, we are the biggest and the significant player, yeah. I very much welcome Hauk and his team. They are doing that for a long time where nobody knew about the market they were already entering.

I'm really proud to have a very dedicated and very experienced and at the same time, a successful on its own working very well, company in the film team. Yes, over to Markus Hauk to tell a bit more about Spotfilm

Lars Wingefors
Co-founder and Group CEO, Embracer Group

Stefan, if you could, change next slide.

Stefan Kapelari
CEO, Koch Films

Can do.

Hauk Markus
Managing Director, Spotfilm Networx

Thanks, Stefan, first of all, and thanks Lars, for me to have the opportunity to speak here. To get this straight in the first place, to correct you, my first name is Hauk. It's a very uncommon first name, but to get this straight 'cause I'm a part of the family and you should know the name, the proper name.

Lars Wingefors
Co-founder and Group CEO, Embracer Group

Yeah. I'm sorry, Hauk.

Hauk Markus
Managing Director, Spotfilm Networx

No worries. It's not a very common name, so, no worries. My name is Hauk Markus. I'm the managing director of Spotfilm Networx. We are located in Berlin and I'm one of the former shareholders. Let me give you a short sum up what we do actually. Spotfilm Networx is a multi-channel AVOD network. We distribute 20 owned and operated video-on-demand channels. All channels play out different content to different target groups. The channels can be watched on our own streaming platforms as well on several cooperating platforms such as YouTube, Samsung, Joyn, and many, many more. The content covers all kinds of genres, top titles with cast as well as arthouse and special interest films. What exactly is AVOD? What does it mean? AVOD means ad-supported video-on-demand. The services are free of charge and without user registration.

We provide ads before the film, in between, and at the very end of the film. AVOD is the new free TV for us. Peter von Ondarza, the founder and entrepreneur in the digital film distribution, started in 2010 by launching a feature film channel on YouTube called Netzkino. Netzkino became the most well-known AVOD brand for feature films in German-speaking territories. This year, we hit the 1 billion video views on all Spotfilm channels on YouTube, which is an outstanding achievement for long-form content on YouTube. Spotfilm is more than just setting up channels and showing movies on YouTube. We have developed our own streaming platform with Netzkino. Our multi-channel approach provides films for AVOD to almost all major market players in Germany, Switzerland, and Austria.

Overall, we generate 30 million video views, 7 million unique user, and more than 40 million ad impressions per month, with approximately 3,000 videos. We bring technology and knowledge to the Koch family, which is a perfect complement to the synergies we already have. Our first touch points will be international expansion, technology and knowledge transfer, and content sharing for digital film distribution. AVOD is the fastest-growing area in the film business, and Koch Films and Spotfilm are a perfect match to be a driver of this growth. I manage Spotfilm since 2015. I will stay on board as the managing director here in Berlin. All 18 full-time employees have a long-term experience in the film, digital film distribution. We are all very excited to be part of the Koch family, to share our experience, and to achieve the goals we will set together. Thank you.

I hand over to you, Lars.

Lars Wingefors
Co-founder and Group CEO, Embracer Group

Thank you so much, Stefan. If you could, change slide.

Stefan Kapelari
CEO, Koch Films

I'm not in control anymore, but I can be if you want.

Lars Wingefors
Co-founder and Group CEO, Embracer Group

I take the control, Stefan.

Stefan Kapelari
CEO, Koch Films

Okay.

Lars Wingefors
Co-founder and Group CEO, Embracer Group

No problem. Here we go. Looking at the transaction details, Spotfilm will be a subsidiary of Koch Media and Koch Films that acquires 100% of the shares from the current five owners. The parties have agreed not to disclose the terms and conditions of the transaction, but the transaction will be accretive to adjusted earnings per share. The forecasted operational EBIT for next financial year are approximately 6 million SEK, and the coming year, 9 million SEK. As Stefan said that we see great opportunities to explore the Koch library and also, you know, support Spotfilm to grow their business, potentially, at least having a knowledge to grow it to other markets. I can't wait to meet you one day, Hauk, and the team in Berlin.

It's a city I love, so I'd love to get down there one day. Meanwhile, I just want to say again, welcome to the family and please send the best regards to your team.

Hauk Markus
Managing Director, Spotfilm Networx

I will. Thank you very much, Lars. It's a pleasure to be here.

Lars Wingefors
Co-founder and Group CEO, Embracer Group

Thank you. Everyone, I'm super excited to announce that we actually signed the last deal of the day eight minutes ago. I will take down this presentation and get another presentation up. Okay. The presentation is not ready to be uploaded to this session, but it's probably coming in a minute or two. You can, on the screens, see the press release of the acquisition of Dark Horse or Dark Horse Comics that I got to know the company about 30 years ago. On this call today, I'm super pleased to have the legend of the comic book industry, Mike, and his companion, Neil, and one of his fantastic colleagues, Vanessa, on the call. Welcome.

Mike Richardson
Founder and CEO, Dark Horse Comics

Hello, Lars. How are you? It's late here.

Lars Wingefors
Co-founder and Group CEO, Embracer Group

I know. I'm sorry for keeping you up.

Mike Richardson
Founder and CEO, Dark Horse Comics

Yeah.

Lars Wingefors
Co-founder and Group CEO, Embracer Group

I know it's late in Oregon. It's nine hours, isn't it? It's been a long day for you.

Mike Richardson
Founder and CEO, Dark Horse Comics

It's been a long day. It started at 5:50 for me, and we've been going all day to get this deal done. We're very excited.

Lars Wingefors
Co-founder and Group CEO, Embracer Group

No, I'm super excited. Obviously I know quite a lot or a little bit about comic books myself. Because I'm a collector, and I started in the industry with doing comic books as a mail order business before entering into games 1993.

Mike Richardson
Founder and CEO, Dark Horse Comics

Yeah.

Lars Wingefors
Co-founder and Group CEO, Embracer Group

I think Dark Horse is so much more than comics today. We will talk about Dark Horse Comics and publishing. We will talk about Dark Horse Entertainment and, you know, what you do together with your creators and your entertainment business with Netflix and Hollywood. I think it's very interesting.

Mike Richardson
Founder and CEO, Dark Horse Comics

Right. We have Neil Hankerson joining us also. He's our COO of Dark Horse. Neil, hello.

Neil Hankerson
COO, Dark Horse Comics

Hi, everybody.

Lars Wingefors
Co-founder and Group CEO, Embracer Group

Hello, Neil.

Neil Hankerson
COO, Dark Horse Comics

Good to be here. Hi there.

Lars Wingefors
Co-founder and Group CEO, Embracer Group

Hey.

Neil Hankerson
COO, Dark Horse Comics

I'm happy to be here. It's been an interesting couple of days, to say the least, but we did it. I'm very pleased.

Lars Wingefors
Co-founder and Group CEO, Embracer Group

We did it. We did it. It was a bit of complexities, but that's how it is to do transaction on a global scale.

Neil Hankerson
COO, Dark Horse Comics

Yes

Lars Wingefors
Co-founder and Group CEO, Embracer Group

... we done it, and now we are here.

Mike Richardson
Founder and CEO, Dark Horse Comics

We also have Vanessa-

Neil Hankerson
COO, Dark Horse Comics

You have Vanessa as well here?

Mike Richardson
Founder and CEO, Dark Horse Comics

We have Vanessa here. Vanessa, you wanna say hi?

Vanessa Todd-Holmes
VP of Production and Design, Dark Horse Comics

Good morning, everyone. Nice to meet you.

Neil Hankerson
COO, Dark Horse Comics

Vanessa is our Vice President of production and design at Dark Horse, representing the largest department within our company.

Vanessa Todd-Holmes
VP of Production and Design, Dark Horse Comics

I'm also tired. Probably not nearly as tired as Mike and Neil.

Neil Hankerson
COO, Dark Horse Comics

No, she has kids. She's more tired than we are, I'm thinking.

Lars Wingefors
Co-founder and Group CEO, Embracer Group

No, hopefully we are getting the presentation up here in a minute, but Mike, why don't you tell us the history of, you know, Dark Horse and you and how it all started and, you know.

Mike Richardson
Founder and CEO, Dark Horse Comics

Sure

Lars Wingefors
Co-founder and Group CEO, Embracer Group

the journey, you know.

Mike Richardson
Founder and CEO, Dark Horse Comics

Sure, look, when I was a kid, they used to call me the J. Paul Getty of 35th Street, because I would go out and I had two paper routes. I picked berries. I had set up Kool-Aid stands. I did all those things for one reason. I wanted to make enough money to feed my hobbies. My hobbies were comic books, movies, and baseball cards. I would do whatever I needed to do, worked hard, and actually helped contribute to the family at that time. Anyway, I grew up liking comics and movies. I always had planned to be in business for myself.

I was an artist, graduated from Portland State University with an art degree and then started basically not only my own commercial art business on the side but worked as a commercial artist for a company. One day, my wife sent me a teddy bear, said, "You're gonna be a dad." I also played basketball. I still play, by the way. We won the world championship in Turin, Italy a couple years ago against the Russian national team. Of course, it's masters basketball. I do play younger. I play about 13 years younger, so I'm 6 ft 9. Anyway, my wife sent me a teddy bear, said, "You're gonna be a dad," and I did what any new father would do.

I went and quit my job and told her to quit her job as the executive assistant to the president of First State Bank, BankAmericard division. We moved 150 miles away with a $2,500 credit card that she got for me. I couldn't have get any credit. I opened a 400 sq ft comic book shop. That shop, over the years, at one point we ended up with 12 shops in three states at one point. We did something else along the way on the retail side. We started an online comics site, storefront, and that outgrossed all of the brick-and-mortar stores combined. We still have our key retail stores, one being at Universal Studios.

If you go there in California, you'll see a large building next to the theater with a robot standing on the top with a laser eye and reaching into the store and grabbing a comic. The retail has continued to grow. I started the first store, you know, opened it on January 1st, 1980, way back when I was in my 20s. We then met a lot of writers and artists. Having come from an art background and as a commercial artist, I heard the story that they didn't own any of the work they created with two big major companies.

I started getting the idea that I want to start my own publishing company and have a different kind of a deal with the creative community where we became partners and didn't take their work from them. We become partners with our creative talent, and that helped. That was an approach that really helped us succeed very fast. We had a number of successes. Dark Horse actually was started in 1986. We instituted the first comic books on the counter of my Beaverton store, and we had some success. We were hoping to sell 10,000 copies to break even, and we sold 80,000, and Dark Horse Comics became a real business.

As you know, the rules of printing say that the more you print, the less they cost, and we wanted to break even at 10,000 copies. When you're printing 80,000 instead, you're literally printing dollar bills. It was a great start for us, and the Dark Horse Presents was the first comic. We did another comic that sort of spoofed the industry called Boris the Bear. Both of them sold over 50,000, the two of them, so we sold about 130,000 comics in our first month, and we were on our way. Within months, we had a number of award-winning comics, and the studio started calling. Just as in the comic business, the comic writers and artists didn't have a lot of control over the material.

Also I decided I needed to be a producer, and in order to protect our interests and protect our creators. After being hung up on and sworn at by a number of studio people who wanted to license our material for film and didn't want to include Dark Horse as anything other than a content provider. A legendary producer by the name of Larry Gordon got ahold of me and basically told me if I wanted to do movies, come down to L.A. and we'd do movies. As a result, we shot a movie right within about two miles of our office in Milwaukie, Oregon, a little movie, our first movie called Dr.

Giggles with Larry Drake from L.A. Law, and it actually cost about $8 million, but it made profit, and so we were on our way to start trying to sell our own properties. The second two movies we did were two movies that I created. One was called The Mask. We hired Jim Carrey, who was an unknown comedian at the time. He was better known as the white guy from In Living Color, and I had been badgered by a woman that worked on the Dr. Giggles and knew Larry Gordon very well about this girl that she thought would be very talented. She had never been in front of a camera, and that turned out to be Cameron Diaz, who became a big star after The Mask.

Anyway, The Mask roared to the top of the box office in May of 1994, and it hung on for a while, and then as all movies do, it faded away. We decided to do a whole new campaign with Milo the Dog, and we put a whole new campaign and went right back to number one for a number of weeks. We released the second movie that I co-wrote and created, the character called Timecop, and that knocked The Mask out of first place, and then I had the number one and two movies, and then I was a genius. I got the biggest star in the world at the time and made Barb Wire with Pam Anderson, and then I wasn't a genius anymore.

It's genius. It's short-lived. We continue to make movies. We've had a number of big hits, more recently on the film side, the Hellboy franchise. We created the Alien vs. Predator, and I produced the first movie. We a number of movies, about 40 projects since 1992 that we've produced. Right now, we have a deal with Netflix. Umbrella Academy is one of the most popular series ever. We just finished shooting season three. We have Resident Alien on Syfy Channel, which is their biggest hit in a number of years. We're shooting the second season right now. We have eight projects in production right now, a number of them at Netflix where we have a first look deal, and we have over two dozen projects in development there.

We also have another 11 projects in development at different studios. Excuse me if I lose my place every once in a while. I've been up for, like, 24 hours, so we

Lars Wingefors
Co-founder and Group CEO, Embracer Group

It's okay, Mike. I just love the story and the ambition you have and the continued ambition you have to take Dark Horse to the next level.

Mike Richardson
Founder and CEO, Dark Horse Comics

Yeah, I love.

Lars Wingefors
Co-founder and Group CEO, Embracer Group

I just recognize that entrepreneurship, and I love it.

Mike Richardson
Founder and CEO, Dark Horse Comics

Oh, yeah. Well, Lars made me very excited because he said, "Let's make it a billion-dollar company," and I'm in. As soon as he said it. Yeah. A lot of pressure on Lars now, right now. Yeah, right now we have in our different divisions, our retail just broke its record, Things From Another World. We have online, TFAW, our universal store. Pardon?

Lars Wingefors
Co-founder and Group CEO, Embracer Group

Oh, .com. Yeah. Sorry.

Mike Richardson
Founder and CEO, Dark Horse Comics

We have our universal store just went over $2 million this year. Our retail, which we thought was gonna be the slowest part of our company to recover, actually set a record for sales this year. Dark Horse Media is three companies. It's Dark Horse Entertainment, Dark Horse Comics, and Things From Another World retail. We also have our own. I think we're the only comics company that has its own digital storefront. We're also with Amazon's ComiXology where we put our comics up also. We also make apps internally. We have our own division that makes apps internally for all of the places that comics can be delivered digitally.

We set records in publishing this year, and we also, you heard about our success in the film business. So we've gotten together with Embracer at a perfect moment in time. We have a huge library. How I've always seen Dark Horse once we started was that we are a content engine. That's what I call our company, a content engine. We look for expression of that content. We say we have a library of 300-plus IP, but I would say that we have access to far more than that. We have literally as much content as we can handle at any one time. We have lists of content that we haven't been able to get to. We create, we have three ways we get content.

We partner with creators, some of the top creators in the business. We license content. We publish some of the biggest properties. We just announced that Star Wars, which left because of the sale of Lucasfilm to Disney, which also bought Marvel at the same time, but now that we've reacquired a Star Wars comics license. We do properties and comics like Stranger Things, Witcher.

Lars Wingefors
Co-founder and Group CEO, Embracer Group

I think looking at the KPIs on this slide here is quite impressive. You know, you have 300+ properties, and it's growing every year.

Mike Richardson
Founder and CEO, Dark Horse Comics

It's growing every-

Lars Wingefors
Co-founder and Group CEO, Embracer Group

You publish 500 books per year. You bring out 30 new comics each month, and you have a pipeline of films and TVs of more than 40 projects. Foremost, I think you're very well-respected within the industry. You have a network of more than 2,000 creative comic books professionals.

Mike Richardson
Founder and CEO, Dark Horse Comics

That's right. It causes headaches with our accountants, but yes, we have probably 2,000 creators, between one and 2,000 creators at any instance. You see the opportunity for us. $1.3 billion is the size of the comic industry. We're currently the third largest. Our sales were over $90 million this year. We could have gone over $100 million, but because of some of the distribution problems, we didn't get all our product on time, but next year, we will be well over $100 million. Of course, the global entertainment greater than $1 trillion. As I said, we're a content engine. Intellectual property is what we do, and we look for expression. We also have a toy division.

We have two toy divisions actually. We have Dark Horse Deluxe, which sells pop culture material into brick-and-mortar stores, and we've launched recently Dark Horse Direct, which is high-end collectibles from $100- $300. Neil, you wanna talk a little bit? I'm doing all the talking here.

Neil Hankerson
COO, Dark Horse Comics

Sure thing. No, Dark Horse Deluxe is a wholesale distribution company. We distribute our product to many of the big box retailers within the United States, and in Europe as well. Excuse me, the Dark Horse Direct division, as Mike was saying, produces these very fan-favorite collectibles. For example, we produced a couple of figures based on the characters from The Last of Us that at a price point, the first one was $150. We had a run of 1,000 pieces that sold out in about 40 minutes, and the second one took a little bit longer, but it was 2,000 pieces. We think there's a lot of potential for that division that there are a couple of competitors who are chasing.

One of them is projecting to get to a $500 million revenue figure, and we think we can be there as well. It just takes some time and money, and we're on our way. Mike?

Mike Richardson
Founder and CEO, Dark Horse Comics

Yeah, you can see here on this chart some of the properties we have. If you saw on the previous chart when we talk about the different types of books we do, yes, we do comics and graphic novels, which is sort of the core of our publishing, but one of our biggest channels is game books. We work with almost every game company with all the major properties. In fact, we're working with Embracer already, aren't we, Neil?

Neil Hankerson
COO, Dark Horse Comics

Well, indirectly, as Modi, and we have five projects together that, for art books, and some of the other franchises that we have produced for are Zelda and Halo, The Last of Us, The Witcher, Mass Effect, and Super Mario. We have quite a diverse selection of these things, and it's a part of the market-

Lars Wingefors
Co-founder and Group CEO, Embracer Group

I think, Neil.

Neil Hankerson
COO, Dark Horse Comics

Yeah?

Lars Wingefors
Co-founder and Group CEO, Embracer Group

I think I recognize a few from our catalog here as well. Randy, did you recognize anything here?

Randy Pitchford
Founder and CEO, Gearbox Entertainment Company

Yeah. We've got a deal with Dark Horse for Tiny Tina's Wonderlands, and we're very excited about that. Our team within our licensing group has developed a really great relationship with the Dark Horse folks, and we're really excited about this moving forward and look forward to other synergies as we progress.

Mike Richardson
Founder and CEO, Dark Horse Comics

Right.

Lars Wingefors
Co-founder and Group CEO, Embracer Group

Well-

Mike Richardson
Founder and CEO, Dark Horse Comics

We are the go-to company for game companies when they look for publications. I mean, if you look at this chart right here, for instance, you'll see the Zelda book over on the corner there. That book sold just under 1 million copies. It's over 1 million now at $34.99. Now it's well over 1 million at, I think we're at $39.99 now. If you look at Plants vs. Zombies, that has sold several million, just to, I believe, almost 2 million to-

Lars Wingefors
Co-founder and Group CEO, Embracer Group

Mm-hmm

Mike Richardson
Founder and CEO, Dark Horse Comics

Scholastic Books. Then you see Minecraft, which is another huge hit for us, huge numbers. I don't have them with me, in my head right now, but so you can see we have great success with this as a part of our company. You go over here. This is the strategy. I talked about the three ways that we acquire content through partnerships with creators, through licensing, and we create a lot of content internally. If you go way back to our earliest days, both The Mask and Timecop were created internally. I heard someone? Okay. Anyway, we have a vast library, and content finds its level. That's what we like to say.

Different kinds of content create different kinds of opportunities. For instance, we tried to do publishing with Tim Burton at one point, and we couldn't quite find the right project with him, but we found out he was sculpting pieces, little statues of his own characters at that time. We created-

Lars Wingefors
Co-founder and Group CEO, Embracer Group

That's awesome.

Mike Richardson
Founder and CEO, Dark Horse Comics

a new line of toys called Tragic Toys for Girls and Boys, which was a tremendous success for us. Content doesn't just have to be, when you talk about content, you can have original content in a variety of forms. Publishing, of course movies, and toys, and collectibles. When we talk about collectibles, particularly direct to consumer, our direct to consumer line is probably one of our divisions that has the most potential. One of the companies that moved out of brick-and-mortar and is primarily 100% direct to consumer is over $1 00 million and moving towards, their goal is to $500 million.

Neil Hankerson
COO, Dark Horse Comics

Okay.

Mike Richardson
Founder and CEO, Dark Horse Comics

We think our division with the licenses and the relationships we have will be a $100 million division. We've always been a self-funded company, so we've built on cash flow all the way from the beginning. When you look at the direct to consumer opportunities, as we build that out, as we have the opportunity to build that out and attract more customers on that side, we are seeing even now tremendous growth there. For instance, we did a The Last of Us statue, I believe it was for $150, and it sold out in 34 minutes. The beauty of a direct to consumer business is you announce your product and you have all your sales up front and you have your profit before you ever go to manufacturing, and you don't have inventory because you have your orders.

If you can understand upfront profit and no inventory business, it's pretty good business to be in. Neil, do you want to talk some more? You're making ...

Neil Hankerson
COO, Dark Horse Comics

Well, again, I think this slide talks about our top franchises, but a more interesting, well, at least to me it is. More interesting fact is in the bottom left side, the graph, how our sales mix has changed. The misconception is that content has a certain life, and we have found that that's not necessarily the case, that many properties come back to have a new life, perhaps in the same medium, perhaps in a different one. A case in point would be an Umbrella Academy, a title that we originally published in 2011 I believe it was. It ran its course. It was very popular.

It got into kind of a maintenance mode, and it then became a Netflix series, which respiked the whole thing all over again. What has happened to us, particularly as people were more limited in their travels and had to stay home, they discovered that comics can be fun to read. Books in general is great. If you notice on the chart, the backlist portion of our business has increased from about 30% to about 50%. That's significant because we have about 2,500 titles in print at any given time.

Mike Richardson
Founder and CEO, Dark Horse Comics

We can create, take old content, reformat it, put a new cover, put a new wrapping around it, and resell it, put it back in the market as a new property because the reading public recycles every so many years. Content stays forever. In the entertainment business, we have a good example. Grendel, which was a project that was launched way back in the 1980s, we are now shooting a Grendel series with Netflix right now. Our content, we have a number of evergreens like that in the content. Once it achieved some kind of notoriety, as you've seen with Hellboy, you see it come back over and over again. We're right now working on Hellboy again, rebooting Hellboy once again.

Neil Hankerson
COO, Dark Horse Comics

I think.

Mike Richardson
Founder and CEO, Dark Horse Comics

Oh

Neil Hankerson
COO, Dark Horse Comics

Vanessa, you had a few slides on the publishing side, but.

Vanessa Todd-Holmes
VP of Production and Design, Dark Horse Comics

I think Mike and Neil covered it.

Mike Richardson
Founder and CEO, Dark Horse Comics

Well, Vanessa.

I'm sorry if I skipped past yours.

Vanessa Todd-Holmes
VP of Production and Design, Dark Horse Comics

No, not at all.

Mike Richardson
Founder and CEO, Dark Horse Comics

Okay.

Vanessa Todd-Holmes
VP of Production and Design, Dark Horse Comics

Mike is such a great storyteller that he's a tough act to follow.

Neil Hankerson
COO, Dark Horse Comics

Yeah.

Vanessa Todd-Holmes
VP of Production and Design, Dark Horse Comics

Sure, we can talk about this next slide, how comics are sold down here at the bottom we have.

Neil Hankerson
COO, Dark Horse Comics

Well-

Vanessa Todd-Holmes
VP of Production and Design, Dark Horse Comics

our things. Go ahead, Neil.

Neil Hankerson
COO, Dark Horse Comics

Oh, I was just gonna say that perhaps I should take that one as you're not quite as familiar. Instead, referring back to something that Mike said previously about the art books and us becoming kind of the gold standard of video game art books in the U.S., perhaps you could relate a little bit about how your department affects that with the design capabilities you have.

Vanessa Todd-Holmes
VP of Production and Design, Dark Horse Comics

Sure. Yeah. As Mike and Neil both mentioned, that Dark Horse has become the gold standard when it comes to, you know, production quality and their partnership with, multiple, you know, video game studios and, licensors. You know, I think you've heard a long list of, partners that we work with, and that just continues to grow. We're really excited by that.

Mike Richardson
Founder and CEO, Dark Horse Comics

When you talk about, we just had on the screen how comics are sold, so you have several markets. For instance, you have the direct sales market, which is about 2,000-2,500 comic book shops. Our direct market distributor is Diamond Comic Distributors. Our bookstore distributor is Penguin Random House, though. We had moved a few years ago our book sales away from Diamond. Diamond does the floppy traditional comic book. Well, by moving to Random House, our sales went up by 30%-40% immediately, and we also were able to put probably 100+ books back into print. That was a great move for us.

We also have Things From Another World online site, where we sell all product across the entire comics industry. We have the Dark Horse site that we sell our product on, Dark Horse Direct. Just to show you the growth of our business, in May, we acquired the use of a 20,000 sq ft warehouse, and it's obsolete already. In fact, I'm meeting this coming week to add 29,000 sq ft to that particular building, and it's only part of our business. It's only one part of our mail order business. As I said, we have two.

We have Dark Horse Direct, and we also have Things From Another World, so that part of our business is growing very fast. Neil, do you wanna talk about unmatched distribution?

Neil Hankerson
COO, Dark Horse Comics

Well, again, you covered the comic market pretty well. On the bookstore side, that's where we get really a global reach. Penguin Random House is a division of Bertelsmann, which I believe is the biggest publisher in the whole world, and as a sideline, tagging along with their publishing business, they've got Penguin doing distribution. We have a sales force that covers approximately 20,000 bookstores, and, as Mike said previously, our fan base reaches internationally to 112 countries, where our content is sub-licensed and translated into local language. Literally our product is being sold all over the world to the fan base that's been created.

That's, you know, the graph that came up previously indicating some of the growth rates. Well, that's where it's coming from.

Mike Richardson
Founder and CEO, Dark Horse Comics

You see those books that are on the side there. They are Father's Day is in development at Netflix. Umbrella Academy is a series at Netflix. Resident Alien is a series on Syfy Channel. Aliens vs. Predator was a movie, a property we actually created by putting two of Fox's characters together and then produced the first movie. We were producers on that. Polar, which was a big hit with Mads Mikkelsen for Netflix, and we're working on a second movie. It's in development right now. When we talk about Dark Horse, we talk about the creators.

You'll hear a lot of talk about how we work with creators, and we try to have, as it says, a clear and fair compensation structure adopted as the industry standard. Our creators, we work a deal out with each creator. We try to make each one happy. One of the reasons I said our accountants have a hard time is because we do not just slap down a boilerplate. We try to work out the deal that works out with each of the creators we're working with. We make a commitment to the creator's vision when we take the material to other mediums.

We have 35 years of sort of working with creators instead of taking advantage of them, and I think not only have we seen a lot of success, but we've evolved the comic business and how creators are treated.

Lars Wingefors
Co-founder and Group CEO, Embracer Group

Mike, thank you so much. I think rounding it up with just a little bit on Dark Horse Entertainment, and then I could just summarize this morning's announcement before-

Mike Richardson
Founder and CEO, Dark Horse Comics

Thanks

Lars Wingefors
Co-founder and Group CEO, Embracer Group

... heading over to Q&A.

Mike Richardson
Founder and CEO, Dark Horse Comics

Okay. Well, as you can tell, Lars, I'm always excited to talk about our company, but right now our entertainment-

Lars Wingefors
Co-founder and Group CEO, Embracer Group

Sure

Mike Richardson
Founder and CEO, Dark Horse Comics

Business, we have 27 projects at Netflix in development and a number of them in production right now. We have projects all over town at Warner Bros. and Amazon and MGM and Universal, so we have content, and that's the strength of our content, a library that never is exhausted and just continues to grow. As I said, we say it's over 300, but it's actually. We have the ability to grow it very large. My goal is to actually have the resources and time to have 1,000 IPs in our library within the next three and half, four years. That's what we're working towards. That's a side business, and we're making partnerships with other companies also to create that content.

Lars Wingefors
Co-founder and Group CEO, Embracer Group

Just to be clear for everyone, you are not financing and taking the full business risk of these productions or movies?

Mike Richardson
Founder and CEO, Dark Horse Comics

Oh, yes.

Lars Wingefors
Co-founder and Group CEO, Embracer Group

That is obviously done with the company. You're quite safe to make a business when you enter an agreement.

Mike Richardson
Founder and CEO, Dark Horse Comics

Yeah, that's right. When we go into Netflix, we enter into deals where the studios we work with finance our production, finance our development, and we don't take the financial risk for production. We get paid for production.

Lars Wingefors
Co-founder and Group CEO, Embracer Group

Yeah.

Mike Richardson
Founder and CEO, Dark Horse Comics

I'm a firm believer in being paid, having the cash flow in rather than out. We've been very successful with our film business. Right now this is a great moment for Dark Horse to get involved with Embracer because everything, all of our three divisions are doing extremely well, setting records, and next year looks like it's gonna be a blockbuster year. We're very excited, and we're very excited about the synergies with the assorted companies in the Embracer network. I had a great conversation with Matt earlier today about the things we could be doing together. Dark Horse is a company that can build worlds. We can take Embracer content, and we can build a world around it.

We do that for a lot of the game companies with their game IP, and literally, through publications and toys and such, or product and such, we can help build their universe out. At the same time, game companies can take our content and put it into an area that we have not focused on, up to this point. We're very excited, and we look through the types of companies that are out there, and we see a lot of opportunity for the company.

Lars Wingefors
Co-founder and Group CEO, Embracer Group

I think we all are. I think there is a lot of excitement across the management about this opportunity, and you will actually form your own operating group because obviously the business you're doing is new into the group in a way, even though there is strong synergies already and collaborations.

Mike Richardson
Founder and CEO, Dark Horse Comics

Yeah

Lars Wingefors
Co-founder and Group CEO, Embracer Group

I think just looking at the deal structure, transaction terms, financial contribution, and acquisition rationale, let me take you through this. We are estimating roughly approximately to have revenues of SEK 900 million in calendar year 2021, with approximately 130 million SEK of operational EBIT. We are forecasting to generate Dark Horse operational EBIT of SEK 140 million-SEK 180 million in the financial year ending in March 2023, and SEK 170 million-SEK 200 million in the financial year ending in March 2024. This figure excludes any commercial synergies with the rest of Embracer or any planned M&A.

The transaction is that 80% of the shares of Dark Horse are acquired from a seller based in Hong Kong. The remaining 20% of shares will be acquired from the founders and CEO, between signing and closing. Both are committed to stay within the company. I think I had a great conversation with Mike about how he want to build the business into the next level, and I will support that. Due to commercial reasons, the specific transaction terms are not disclosed. However, the transaction will be accretive to adjusted earnings per share. The rationale behind this transaction.

First of all, I would like to come back to the updated strategy we communicated in at our September AGM, that we are looking to allocate capital to areas that are closely related to gaming, where we see the opportunities to take IPs in between those medias. As a business, again, we are looking for the greatest entrepreneurs within each media or business model, and I think Mike and Dark Horse is a fantastic example of that. Obviously we're having a strategic move into transmedia that adds expertise within publishing comics, production of film and TV series. There is a big IP library and a well-oiled pipeline. Dark Horse owns or controls a vast number of properties through their comic book publishing. This type of transmedia company fits perfectly well within Embracer Group.

I think the entrepreneurship of 30 years in business is unparalleled. They make a profitable business in each business segment. We obviously see great potential of doing games or looking into do games on the Dark Horse IPs. There is a lot of untapped potential in bringing Dark Horse properties to games. There is already a connection between a number of the Embracer companies and Dark Horse, and I think obviously this transaction will strengthen that relationship over the coming period and years. The opportunity for transmedia collaboration. Comics that supplement or predate release of major games, or art books to be bundled with Embracer games at the deluxe editions. The greater access to film and TV for Embracer content.

Dark Horse has relationships with studios, talent, and writers that could bring Embracer IPs over to screen media. Randy?

Randy Pitchford
Founder and CEO, Gearbox Entertainment Company

Yes.

Lars Wingefors
Co-founder and Group CEO, Embracer Group

I know, I can see you on the call and I know you are working as well a lot on the transmedia side. Why do you think this is exciting for the overall group and you?

Randy Pitchford
Founder and CEO, Gearbox Entertainment Company

Well, look, we know in video games alone that when we release new products within a franchise, we get lift for all previous products in the franchise, and we get acceleration into future products for the franchise. We also know that as incredible as interactive is, not everyone in the world right now likes to experience interactive in the same way that those of us who love video games do. I have fans in the Borderlands franchise that have people in their lives that they'd love to share Borderlands with, but they're gonna have to do it through some other medium first. They're not gonna get some of their friends and family members into a hardcore action game like Borderlands without some other entry point.

That's one of the reasons why we've been working with Lionsgate and an incredible cast to develop a Borderlands motion picture. We know that we're going to find new people that will fall in love with the characters and the storylines that have entertained so many millions of people around the world and from that point, they could become video game customers. We also know that people that already love video games, and the characters, and the storylines, and the universes that we create would love to experience these things in other mediums, from comic books, to television shows, to video games, to tabletop games, and more.

If we are going to truly be successful as an entertainment company, and if we're going to entertain the world, we're going to have to get very excited about entertaining people in as many media as possible. The center of this, of course, is IP and our brands and our franchises, our characters, our stories, our universes that we create, and having them meet our customers where they are at. This transaction with Dark Horse is incredibly exciting, and I think it's just one more piece to that puzzle, one more piece of evidence as Embracer is demonstrating that it's not merely an interactive company, it's an entertainment company. It's an intellectual property company. Together we're going to entertain the world.

Lars Wingefors
Co-founder and Group CEO, Embracer Group

Thank you, Randy.

Matthew Karch
CEO and Co-founder, Saber Interactive

You know, Lars, I can also.

Lars Wingefors
Co-founder and Group CEO, Embracer Group

Yeah, I would like to ask, finishing off with Matt here.

Matthew Karch
CEO and Co-founder, Saber Interactive

Sorry.

Lars Wingefors
Co-founder and Group CEO, Embracer Group

You're awake, Matt.

Matthew Karch
CEO and Co-founder, Saber Interactive

I'm awake. I just wanted to step in and just say one quick thing about all of this. I mean, to kind of put something more specific and concrete on it, you can imagine a situation where, you know, Mike puts me in touch with his team members who are responsible for content creation. You know, gets some talent for us, and the two of us, with Saber's people, work to create a new IP. Obviously games take a while to develop, and you can get comics out sooner than games, so we can use those comics to kind of build excitement for an upcoming game.

Once the game releases, we could release that game with an art book that was created by Dark Horse, and now we have a new IP that we can spin out and put into film potentially, and put into board games potentially, so that we're leveraging the skill sets that are unique across the various groups within Embracer, from Dark Horse to Saber or Gearbox, and onto eventually once we close, onto Asmodee as well. You know, transmedia is more than just simply a nice word that's used to get investors excited. It's something real, right?

If we can get our end users to consume additional media through these various forms of content, I think we have the opportunity to create something special. Look, even using our acquisition DIGIC that we just mentioned, if we do a product, DIGIC could create an animation that can go onto Netflix and all of a sudden we have one IP that's truly crossing multiple platforms. I'm super excited about that, and I don't think that's unrealistic. In fact, I would say that Saber has games that are currently under development that could certainly use the Dark Horse touch to create additional content prior to the release of those games.

Assistance in taking those games to other forms of media after launch or simultaneous to launch. I'm really excited about it. I had a great talk with Mike today. I mean, the problem with talking with Mike is that it can go on for days because there's just so much there, and I'm really excited about the opportunity to work with Mike and his team and to learn from Mike and his team, and to find ways for us to really create synergies. I'm so excited about the IP they've been able to create. I see direct connections between those IP and games that we could make in the future.

I also think that we have plenty of opportunity to bring our product over as content creators and use their skill set to create incredibly new products that are driven by their business models. I have a lot of enthusiasm for this acquisition. It makes perfect sense to me in all respects. If we ever get questions on the investment side or on the media side about the lack of synergies, you know, on the surface from this acquisition or from Asmodee, I'd be more than happy to sit down with anyone questioning this and give them a lecture that'll last days long as to the amazing things that we can all do together.

Lars Wingefors
Co-founder and Group CEO, Embracer Group

Matt, I don't think it's a lot of information for everyone and for everyone.

Matthew Karch
CEO and Co-founder, Saber Interactive

Mm

Lars Wingefors
Co-founder and Group CEO, Embracer Group

... to understand, you know, what we're building at Embracer. You know, the ecosystem of, entrepreneurs, creators, and the, you know, great operators,

Matthew Karch
CEO and Co-founder, Saber Interactive

Absolutely

Lars Wingefors
Co-founder and Group CEO, Embracer Group

Get them to work together. Again, I would like to highlight that Mike will form its own operating unit. He will have the full power to run his business and make the decisions as a CEO. As we have within the group, there is no forced synergies. There is an arm's length dialogue within the group. I think the collaboration, thinking more of a 10- and 20-year horizon, building things together in when we all have, you know, the same interest to create something, I think is unparalleled to many or any other company.

Matthew Karch
CEO and Co-founder, Saber Interactive

Lars-

Lars Wingefors
Co-founder and Group CEO, Embracer Group

Go ahead

Matthew Karch
CEO and Co-founder, Saber Interactive

Lars, I'll just tell you, this changes everything for us. I mean, for Saber, this acquisition changes everything because now we have access to an incredible pool of IP that we can look to and match that with the skill set of our various teams to create new product. That's an outlet that very few publishers or game companies have. They usually need to go to external resources to find those types of opportunities. Having Mike and his team as part of our family is absolutely essential in finding and creating that IP, and in also being able to keep the money generated for that IP at least somewhere within the Embracer family, which is super important. Sorry, I think, Randy, I cut you off.

Mike Richardson
Founder and CEO, Dark Horse Comics

Well, I was just gonna say that.

Matthew Karch
CEO and Co-founder, Saber Interactive

Oh

Mike Richardson
Founder and CEO, Dark Horse Comics

Matt, talking with you today, I was ready to get going today this morning. We were already talking about synergies this morning.

Lars Wingefors
Co-founder and Group CEO, Embracer Group

Yes.

Randy Pitchford
Founder and CEO, Gearbox Entertainment Company

One of the beautiful things about our business is in video games, we know how to make great products that are profitable in and of themselves and justify a big marketing budget. Dark Horse knows how to make comic books and film. It's profitable in and of itself that justifies big marketing budgets. Other aspects of Embracer, we can make tabletop games, and when we build IP together, and when each element is justifying not merely its product but its marketing budgets, we're gonna have a multiplicative effect. We know the power of marketing, and that multiplicative effect across different sectors and different segments of types of customers, it's not going to be additive. It's going to be multiplicative.

This is going to give Embracer a profound advantage as we move forward.

Matthew Karch
CEO and Co-founder, Saber Interactive

100%. I mean, look at our Warhammer announcement, our Space Marine announcement. Everyone knows about Space Marine.

Randy Pitchford
Founder and CEO, Gearbox Entertainment Company

Mm.

Matthew Karch
CEO and Co-founder, Saber Interactive

Everyone knows about that IP.

Randy Pitchford
Founder and CEO, Gearbox Entertainment Company

Yeah.

Matthew Karch
CEO and Co-founder, Saber Interactive

The buzz that came out of that was absolutely incredible because there was already a foundation that was there that generated such significant awareness, and I'm sure we can do that with Dark Horse properties as well.

Randy Pitchford
Founder and CEO, Gearbox Entertainment Company

Yeah, Matt, I think a lot of people were shocked on Xbox's own channel to see that the Space Marine Warhammer trailer got twice as many views as the Halo launch trailer on Xbox's own channel.

Matthew Karch
CEO and Co-founder, Saber Interactive

Um-

Mike Richardson
Founder and CEO, Dark Horse Comics

The power of IP

Lars Wingefors
Co-founder and Group CEO, Embracer Group

I think we're running as usual a little bit over time. It's obviously important to give a good transparency and you know understanding to everyone. I think we're having a Q&A session planned here with the equity analyst coming into the call. Before welcoming Oscar, I would like to welcome Mike, Neil, Vanessa, and all other 178 team members into the group. I can't wait to meet you. I've been promising to get out to Oregon one day, so I look forward to seeing you in Oregon.

Mike Richardson
Founder and CEO, Dark Horse Comics

Looking forward to get you out here, Lars. We'll have a lot of stuff to talk about.

Lars Wingefors
Co-founder and Group CEO, Embracer Group

For sure. Oscar, are you on the call?

Speaker 13

Good morning, Lars. I am on the call. Thank you for having me. I mean, five acquisitions announced in total here, and a lot of information to take in, as you said. For sure big step in terms of the group's strategic direction, and several exciting companies joining. Lars, how do you wanna do this? Shall we take some questions per company? What order do you prefer? I think some people might

Lars Wingefors
Co-founder and Group CEO, Embracer Group

I think in a matter of time, you know, this is a, you know, you are an equity analyst, so I think I'm fine that you are, you know, shooting your typical equity analyst questions, and I try to answer them, and if needed, I will bring in any of the management from the companies into the call. Let's try to do this fairly efficient.

Speaker 13

Excellent. Sounds good. I mean, I have some questions for the companies where I think some assistance would be good. I'll start actually from the top here, from the group perspective, just to summarize this a bit. Obviously, we had the financial details of the Perfect World acquisition. Is it possible to provide a summary perhaps of the other four acquisitions in terms of the purchase price and yeah, purchase price primarily?

Lars Wingefors
Co-founder and Group CEO, Embracer Group

Well, I use the expression, it's accretive to the operational EBIT per share, or adjusted EBIT per share. You know, obviously, we do have competition in the marketplace and for other commercial reasons, we don't want to disclose specific deal terms, and also in respect of all the sellers. Oscar, I'm sorry I can't give the overall acquisition price, but let me most likely come back to a summary when doing the PPA analysis in the quarterlies going forward. I think that is an efficient way to understand the purchase price.

Speaker 13

Great. I mean, starting with the acquisition of Dark Horse here, which will form a tenth operating unit and really exciting business. I mean, a big step in the strategic direction of the company, both with the acquisition of Asmodee last week and now Dark Horse. Could you talk a little bit about the vision here and what you see in terms of acquisitions and cross-pollination in the group in the coming years, Lars?

Lars Wingefors
Co-founder and Group CEO, Embracer Group

No, I think, you know, coming back to what we're building, you know, Embracer, we're building an ecosystem of entrepreneurs and creators. We see a lot of cross-pollination between the verticals. I think there is a boundary, as I stated in the Asmodee call last week, if you work with external parties sometimes. There is all this more short-term thinking and legal boundaries to actually create something together. I think if you are all in the same family, you could really bring the, you know, great people together and do business in a much more efficient way. You know, that is one of, you know, the long-term rationales I see behind this.

Obviously, there is the business synergies that could be short-term, medium-term, bringing IPs across from Dark Horse into gaming and gaming IPs to Dark Horse. Obviously, that synergies goes without saying. The same, you know, the same thing goes for Asmodee. I think as Matt said, that you need to think more long-term about thinking about products like Warhammer, you know, or using the, you know, the IPs and the universes, the worlds that the creators has built and what you can do in gaming. Those products will take more than two years to build. You know, I'm having a 20 years horizon, a very long-term horizon building this. I think that's the horizon you need to have.

Speaker 13

Great. I mean, a question for Mike here, when discussing Dark Horse. I mean, you discussed a little bit, Mike, but what made you want to join Embracer Group? And do you see substantial synergies and collaboration? And if you could also discuss sort of what collaborations you have so far, and how that has sort of influenced your decision here.

Mike Richardson
Founder and CEO, Dark Horse Comics

Well, I definitely see the synergies here, and looking through the companies that are in the network, definitely, for instance, the video game business is something that I think that there's a lot to do. As I say, Dark Horse is world builders. We can create worlds around a single idea and build those things out. We've done that many times before. We can take content that exists, and we can build it out into something much larger in the public consciousness. As Neil said, we have a worldwide reach. Our books, our content is seen in 112 countries. That's our publishing content. Of course, our films are seen probably in more countries than that.

Our film business is accelerating, so we're always looking to find popular properties to and popular content to add to that content base, things that people know and might be interested in. As far as a matter of growth, we've been self-financed for many years. The opportunity to have the opportunity for additional resources. Look, I've been building this company. I was in my 20s, and I've been building Dark Horse. It's 30, like 36 years old now, and I plan to be around 36 years from now, but I can't count on it, so I'd like to speed things up a little bit, I'd like to say. We're very excited. I'm very excited about this, and I can't. I'm an idea guy.

I will have lots of ideas. Like I said, just talking to Matt got me fired up today to hurry up and get this thing going.

Speaker 13

Great. Yeah. Matt can have that effect on you, for sure. Looking forward to see what will come out of that.

Mike Richardson
Founder and CEO, Dark Horse Comics

Well, I have to say, I think Matt got more excited than I did. I just-

Lars Wingefors
Co-founder and Group CEO, Embracer Group

That's true.

Speaker 13

Great. I mean, I'm just curious. I have to ask Mike, the blockbuster you expected in 2022, any clues, any things we should look out for?

Mike Richardson
Founder and CEO, Dark Horse Comics

Oh, yeah, we have a lot of things.

Lars Wingefors
Co-founder and Group CEO, Embracer Group

Don't say anything, Mike.

Mike Richardson
Founder and CEO, Dark Horse Comics

I can't do it because, first of all, our Matt Parkinson, the head of our marketing department will kill me. Second, well, we have a lot of things in the film side that we can't really talk about. We have new talent deals that we'll be announcing. I mean, one of the great things about our company for Embracer is they will have a regular slate of big announcements at least in our world, in the pop culture world, one after another. You know, it's a good thing.

Speaker 13

Excellent. Just one final question, Mike. I mean, the mix here between your segments all have grown profitably, but how do you expect the mix to change in the years ahead, just very broadly?

Mike Richardson
Founder and CEO, Dark Horse Comics

Well, look, our publish-

Lars Wingefors
Co-founder and Group CEO, Embracer Group

Mike, it's more financial questions and sorry for jumping in here. You know, the comic book and publishing business, it's the key profitability of Dark Horse today. When looking at the business plan the coming years, that will be a key part of the business. Dark Horse Entertainment will grow the profitability from. It's profitable, but it will grow the profitability over the coming years when there is more content to be released. The profitability is great on the entertainment side if you have a great pipeline. But on the top-line side, obviously it's more comics and publishing. Dark Horse Entertainment contribute with like net profit more than top line into the company.

Speaker 13

Understood. That's helpful.

Mike Richardson
Founder and CEO, Dark Horse Comics

Okay.

Speaker 13

Great. Shifting a bit to Perfect World and you. I mean, you talked a little bit, Yoon, about the mix here and the mix of MMOs, but also a premium game strategy. What can you say without revealing anything secret, of course, before Lars stops me here. I mean, the mix going forward, what do you see are shifting away from MMOs to premium games, or will you still have that sort of core identity remaining?

Yoon Im
CEO, Perfect World Entertainment

Yeah, I think we will probably still have a pretty healthy mix of free-to-play games and premium games. On the free-to-play side, probably it would tend to be a little bit larger in scale because they'll just be bigger bets. On the premium titles, you'll see a mix of indie games to double-A games, all mixes of games that we feel that will be great for the market.

Mike Richardson
Founder and CEO, Dark Horse Comics

It's fair to say, Yoon, isn't it, that on the Perfect World side, you have more of a focus on premium. On the Cryptic side, there's more of a focus on the free-to-play.

Yoon Im
CEO, Perfect World Entertainment

It's actually even on our third-party projects, we have a couple of free-to-play games in the works as well. It's a good mix.

Speaker 13

I think that's really what I like, Yoon, about Perfect World. You come in with a different style or competence within publishing and live operating free-to-play titles and you know premium games titles into the group. I think it's very valuable and you are very well reputable doing that. Great. I also have to ask Randy here, who I believe is still on the line. You talked a little bit about it, Randy, but what do you see Perfect World contributing with on the publishing side? Will it operate sort of side by side with Gearbox collaboration-wise? It would be interesting to hear.

Randy Pitchford
Founder and CEO, Gearbox Entertainment Company

Yeah, definitely. You know, there's some great publishing talent and there's a really wonderful slate. I think initially Steve Gibson of Gearbox Publishing and

Well, we'll ally with the Perfect World team. I think it won't take them long to look for ways where some of the talent and expertise of Perfect World can amplify the results that Gearbox Publishing is gonna see with some of the things in its slate. Meanwhile, I think there's some things that Gearbox Publishing can do that are gonna complement what Perfect World Entertainment already can have going on with the slate. There'll be some load balancing. I spoke to that a little bit in my comments. It could be over time that there's more and more integration.

I think there's an astonishing degree of alignment, both philosophically and strategically between the Perfect World Entertainment guys and the Gearbox Publishing team. I think that that's gonna naturally lead to a closer and closer relationship and a closer and closer integration. But at first, they're gonna work in parallel, and look where the respective strengths can be leveraged by one another and where, you know, there are humans involved. There's weaknesses, frankly, in publishing, in Gearbox Publishing and Perfect World that we can shore up by joining these forces together. So they'll mitigate each other's weaknesses, take advantage of each other's strengths, and over time become a more and increasingly efficient and powerful publishing engine.

Speaker 13

Great. Perfect. I guess a follow-up here, from reading some questions from the web as well, from Jesper Birch-Jensen. I guess this is a question for both you, Randy, and also for you, Lars. What types of cost synergies do you see through the acquisitions, thinking specifically, on Cryptic Studios and the management of the MMOs here?

Lars Wingefors
Co-founder and Group CEO, Embracer Group

We have not communicated any cost synergies and there is no notable cost synergies expected in the business plan. Obviously if there is a lot of overlap, it's something that we'll look into. The foundation of Embracer is really to empower management teams and entrepreneurs to build their business and use their resources rather than do cost cutting.

The businesses are profitable. The thing with Perfect World, they again had a title that they discontinued during the year, and the slate of Perfect World Publishing was not mature enough to really bring out any notable new releases this year and the coming year. Again, it takes years to build content. That's the reason behind the lack of profitability right now. As you could see, the profitability expected in the financial year ending in March 2024 are SEK 200 million-SEK 300 million, and the management are actually expecting to grow that more post that year.

They have a significant, you know, resources that we could build on, and I see plenty of opportunities that, you know, that Gearbox and the team they could utilize these resources.

Randy Pitchford
Founder and CEO, Gearbox Entertainment Company

You know, I can speak a little bit to the Cryptic question there. There's some really talented people that have an expertise in MMO that is unparalleled in the industry. Let's not forget too that they're managing some really great MMO games with Star Trek and with Neverwinter that have a base that really loves and appreciates them. These guys turned out a very solid year with new content and in evolving and improving these MMOs. With Gearbox involved, there's not gonna be any rush to dismantle. In fact, I think there's gonna be some incentive to invest and to build those existing games, but at the same time to work with Cryptic, the leadership and the talent to imagine what exciting things can happen in the future.

They have a capability that is very rare and very valuable, and it seems to me, without too much imagination, that we can dream of some great MMO possibilities that should emerge down the road. That's possible without too much imagination, and I promise you that between Gearbox and the talent at Perfect World and Cryptic, there's no shortage of imagination. We have plenty of imagination.

Speaker 13

I can imagine. Another related question here, taken from Chirag Badia of Bank of America. On the acquisition of Perfect World Entertainment, could you provide some color on why Magic: Legends missed the mark or shut down? For Randy, Perfect World is your first acquisition under Embracer. Could you remind us of the long-term vision you have for Gearbox, thanks.

Randy Pitchford
Founder and CEO, Gearbox Entertainment Company

Well, you know, the mission of Gearbox is to entertain the world, and as proud as we are of the successes of some of our brands, like Brothers in Arms and Borderlands and Duke Nukem, selling, you know, 100 million units of video games, compared to the 7 billion people that there are in the world, we're a dismal failure. We have a huge amount of room to grow. We need to expand in a lot of adjacent moves, in territory, in demographic, in genre, subject matter, in business model. We'll make adjacent moves with our properties and with new properties, in order to better fulfill this mission. With respect to, can you remind me what the first part was again?

Speaker 13

It's on the release of Magic: Legends. I guess that is.

Randy Pitchford
Founder and CEO, Gearbox Entertainment Company

Yeah. Look,

Speaker 13

Perhaps for June, possibly.

Randy Pitchford
Founder and CEO, Gearbox Entertainment Company

Yeah, maybe.

Speaker 13

Why, why-

Randy Pitchford
Founder and CEO, Gearbox Entertainment Company

I have personal opinions about that.

Speaker 13

Yeah

Randy Pitchford
Founder and CEO, Gearbox Entertainment Company

... if wants to take it, I'm happy to give my thoughts on why that might not have worked as well as one hoped. I applaud their ability to have made the commitment to do a really important deal with a valuable licensee and to make a spirited attempt, but to also adapt quickly when reality showed. My opinion on that is that as beautiful as a game design that the card game Magic: The Gathering is, I don't know how many of us spend time fantasizing about spending more time in that world, in that universe and with characters from that, and I think that made it.

They created some friction, I think, for the existing Magic: The Gathering audience to want to come over into that MMO space. I don't think it's of any consequence on execution or the talent at Cryptic. I think there's probably a fundamental strategic miss long before anybody that's currently involved, you know, got here to correct the course and then look forward to the future. I think everyone involved now has a much clearer head strategically about how to do these kinds of synergies and how to work with IP, and what IP is appropriate for which kinds of mediums. Yoon, did you wanna comment more on that? You're closer to it.

Yoon Im
CEO, Perfect World Entertainment

Yeah, I think , Randy's right on this. The IP definitely was something that was difficult to kind of bring into a full-fledged world. Also, the studio took a lot of risk in trying to innovate the core gameplay of an action RPG by bringing the card mechanics into the game, and that was never done before, and unfortunately that didn't work out as we want it to from a strategic perspective. I'll say probably those are the reasons why.

Lars Wingefors
Co-founder and Group CEO, Embracer Group

Great. That's really helpful. Let's try to finish off here, Oscar, at half past 11, at 11:30, so seven minutes to go.

Speaker 13

Absolutely. I mean, I guess one final question for you, Lars, then. I would love to ask questions to Shiver, GGG, and Spotfilm as well. Lars, question for you. I mean, it's been an active past, I guess, 8 days and nights. When you look ahead now into 2022, presuming no more acquisitions are announced this year, what do you see here in terms of your M&A ambitions?

Will you now sort of focus on delivering on your pipeline and integrating the companies or increasing the collaborations, or will you remain active on the M&A front going forward as well?

Lars Wingefors
Co-founder and Group CEO, Embracer Group

No, the strategy, Oscar, will stay the same. You know, I'm entrusting the people on this call to manage their business and collaborate between the companies and within the groups, and I'm supporting their ambitions to do bolt-on acquisitions of companies or IPs, and we are supporting those functions across the group. I think now with more group members joining Asmodee, Dark Horse, there's even more potential for bolt-on M&A. I don't think our pace will slow down. You need to remember, we are still a small player in a huge industry. You know, we are like 1% of the gaming industry. I think there is plenty of room for us to grow, and the bottleneck for growth is talent.

You know, if you are to continue growing the company, we need to add more talent, which we're doing organically and inorganically. I think that the larger the group becomes, the more synergies, IPs, and collaborations there is within the group. We're having a very active M&A pipeline across the group, as well as we're having a number of larger or transformative acquisitions, always ongoing. Obviously now we made a very sizable transaction, Asmodee, which we need to close. I think on the transformative side, I think it's reasonable to expect that you know, we should expect that transaction to close, at least. On the bolt-on side, we will for sure continue doing a number of acquisitions.

I'm really looking forward to, you know, January, February, from that perspective. This morning we announced it was 5 acquisitions, 4 bolt-ons, and 1 new operating group. We added roughly SEK 2 billion in revenues, 850 employees and talents, and we still have plenty of available resources in terms of cash and equity to use for more bolt-on M&A.

Speaker 13

Great.

Lars Wingefors
Co-founder and Group CEO, Embracer Group

I don't know. We can ask the question to Matt, Randy, and. Are you done yet, guys, or?

Speaker 13

Done? No.

Randy Pitchford
Founder and CEO, Gearbox Entertainment Company

Matt wants to talk again. He loves it.

Matthew Karch
CEO and Co-founder, Saber Interactive

We're just getting started. Are you kidding me? I mean, I have things to announce in the next-

Lars Wingefors
Co-founder and Group CEO, Embracer Group

Don't say too much, Matt.

Matthew Karch
CEO and Co-founder, Saber Interactive

... month. I'm not saying too much.

Lars Wingefors
Co-founder and Group CEO, Embracer Group

No, I think

Matthew Karch
CEO and Co-founder, Saber Interactive

Oscar, I would like to have a

Lars Wingefors
Co-founder and Group CEO, Embracer Group

Respectfully

Matthew Karch
CEO and Co-founder, Saber Interactive

discussion with you about

Lars Wingefors
Co-founder and Group CEO, Embracer Group

No, respectfully

Matthew Karch
CEO and Co-founder, Saber Interactive

my cost-cutting ideas later on. We'll have to have that when I'm out in Sweden.

Speaker 13

Looking forward to it, Matt.

Randy Pitchford
Founder and CEO, Gearbox Entertainment Company

We're cooking some things up, you guys. We're just getting started.

Lars Wingefors
Co-founder and Group CEO, Embracer Group

Seriously, Oscar, and everyone on the call and everyone listening in here, I would like to thank you all for the contribution over the year and making this all happen. We have a lot of stakeholders, the investors, the long-term investors, the employees, the industry, my family, and many others. With that said, I would like to wish you all a great holiday and a happy New Year.

Speaker 13

You too.

Matthew Karch
CEO and Co-founder, Saber Interactive

Thank you. Happy holidays.

Yoon Im
CEO, Perfect World Entertainment

Thank you. You too.

Randy Pitchford
Founder and CEO, Gearbox Entertainment Company

Cheers. Happy holidays, everyone.

Mike Richardson
Founder and CEO, Dark Horse Comics

Thank you. Merry Christmas.

Lars Wingefors
Co-founder and Group CEO, Embracer Group

Happy holidays.

Stefan Kapelari
CEO, Koch Films

to all of you.

Yoon Im
CEO, Perfect World Entertainment

Merry Christmas.

Speaker 13

Bye.

Lars Wingefors
Co-founder and Group CEO, Embracer Group

Sleep well.

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