Regulatory press releases2019-03-08
Announcement from THQ Nordic’s extra general meeting
The extra general meeting of THQ Nordic AB (“THQ Nordic” or the “Company”) was held today on 8 March 2019 in Stockholm and the following resolutions were passed by the meeting.
NOTICE OF EXTRA GENERAL MEETING IN THQ NORDIC AB
The shareholders of THQ Nordic AB, reg. no. 556582-6558, (the "Company") are hereby invited to the extra general meeting on Friday 8 March 2019 at 13.00 pm CET at Baker & McKenzie's premises at Vasagatan 7 in Stockholm. The doors to the meeting will open at 12.45 pm CET.
THQ Nordic completes issuance of new share in the amount of 11 million Class B shares, raising proceeds of approximately SEK 2,090 million
The Board of Directors of THQ Nordic AB (“THQ Nordic” or the “Company”) has, as communicated in the Company’s press release earlier today, resolved to issue maximum of 11,000,000 Class B shares, where a maximum of 4,732,662 shares are issued based on the authorization granted by THQ Nordic's annual general meeting on 16 May 2018 and a maximum of 6,267,338 shares are issued subject to the subsequent approval of the extraordinary general meeting (the “Directed new share issue”). The subscription price in the Directed new share issue is SEK 190 per share. Through the Directed new share issue THQ Nordic will receive proceeds amounting to approximately SEK 2,090 million before transaction costs. The subscription price in the Directed new share issue has been determined through a so-called “accelerated book-building” procedure led by Carnegie Investment Bank AB (publ) and Nordea Bank Abp, filial i Sverige. The Directed new share issue was substantially oversubscribed. Subscribers in the Directed new share issue are a wide range of Swedish and international institutional investors including reputable new investors such as First National AP Fund, Second National AP Fund and Odin Fonder as well as current shareholders Swedbank Robur Fonder AB, TIN Fonder with the fund Core Ny Teknik and Olsson Family and Foundation.
THQ Nordic announces intention of directed share issue of B shares
THQ Nordic AB (“THQ Nordic” or the “Company”) hereby announces its intention of a placement of Class B shares corresponding to approximately 10 percent of the capital in the Company (the “New shares”) through issuance of new shares directed to Swedish and international institutional investors, which is intended to be carried out based on the authorization granted by the annual general meeting 2018 and subject to the approval of an extra general meeting (the “Directed new share issue”). THQ Nordic has engaged Carnegie Investment Bank AB (publ) and Nordea Bank Abp, filial i Sverige, to investigate the conditions for a placement of new Class B shares through a so-called “accelerated bookbuilding” procedure.
THQ Nordic completes the acquisition Warhorse Studios
THQ Nordic AB's indirectly wholly owned subsidiary Koch Media GmbH has today entered into an agreement to acquire Warhorse Studios s.r.o., which was announced earlier today through a press release, for a purchase price amounting to MEUR 33.2 on a cash and debt free basis. All conditions for the transaction have now been fulfilled and the transaction is thereby completed.
THQ Nordic acquires award-winning Warhorse Studios, the studio behind Kingdom Come: Deliverance
THQ Nordic AB's indirectly wholly owned subsidiary Koch Media GmbH has today entered into an agreement to acquire Prague based Warhorse Studios s.r.o., a leading game developer behind the successful award-winning title Kingdom Come: Deliverance. The purchase price amounts to 33.2MEUR on a cash and debt free basis. Warhorse’s Net Revenues in 2018 amounted to approximately 42 MEUR1, with an adjusted EBIT of approximately 28 MEUR (http://connect.ne.cision.com#_ftn1)
THQ Nordic publishes interim report, Q4 2018: OPERATIONAL EBIT INCREASED 84% to SEK 194 MILLION
The Group had a stable quarter with continued growth. Net sales increased 441% to SEK 1,380 million in the quarter. EBITDA increased 109% to SEK 326 million. Operational EBIT grew 84% to SEK 194 million and EBIT increased 49% to SEK 152 million. Cash flow from operating activities were SEK 455 million in the quarter. THQ Nordic, Koch Media and Coffee Stain all contributed to the Group’s operational EBIT during the quarter. We have decided to disclose operational EBIT from this quarter onwards, in order to provide a fair picture of the underlying operational performance. This alternative key performance metric excludes amortization of acquisition-related goodwill, surplus values of specific business areas and IP values. These are amortized equally over five years according to local Swedish GAAP (K3). The disclosure of operational EBIT will also simplify comparison with the performance of industry peers using other accounting standards and amortization principles. Net sales in our Vienna based business area THQ Nordic increased 38% to SEK 352 million, largely driven by the release of Darksiders 3. The game has performed within management’s range of expectations and has recouped all investments made in development and marketing during the quarter. In 2019, we will release several DLC’s that will give the game a further boost. Darksiders remains one of the Group’s key IP’s. Net sales of Munich based business area Deep Silver were SEK 187 million. There were no significant releases in the quarter, however the team has worked intensively on preparing for the Metro Exodus launch, which will be the Group’s biggest release so far. Net sales in the Partner Publishing business were SEK 828 million, driven by several notable releases from our partners. There will be a similar number of releases in the current, fifth, quarter of the extended fiscal year. In November of last year we welcomed both Coffee Stain and Bugbear to our family. We are increasingly excited about both companies. They bring high ambitions in all aspects and I am confident that they will both positively contribute to the Group. The highly anticipated Metro Exodus will be released on Friday the 15th this week on Microsoft Xbox One, PlayStation 4 and PC. The digitally distributed PC version of Metro Exodus will be solely available via the Epic Game Store. I see the gaming market as more vibrant than ever before. There is an ongoing shift in distribution platforms and technologies, involving both established companies and large new entrants. I am in general embracing new opportunities and technology advancements that will enable us to distribute our content more efficiently and to a broader base of fans and gamers. This will challenge established business models, make room for new business partnerships and present a wide array of new opportunities. We are looking forward to our most exciting year ever. By the end of the quarter, we had a record 77 games under development. 48 of these are still in the pipeline waiting to be announced including a few that are scheduled for release in 2019. We continue to patiently execute on our M&A strategy, with the ambition of welcoming more companies to the Group. Our strategy to let local management teams independently develop their own businesses, is a winning formula that is attracting more companies to join our family. We do share a lot of knowledge and experience between our operating entities. However ultimately, I am a firm believer in empowering great people to make their own decisions. – LARS WINGEFORS, FOUNDER & CEO
THQ Nordic acquires Coffee Stain
THQ Nordic AB today has entered into agreement to acquire Coffee Stain Holding AB including 100 percent of its subsidiary Coffee Stain Publishing AB. Coffee Stain is a leading game developer and publisher with a growing footprint in the Nordics. The acquisition includes Intellectual property rights to Satisfactory, Goat Simulator, Sanctum and publishing rights to Deep Rock Galactic. The initial cash consideration is equivalent to SEK 317 million on a cash and debt free basis, plus additional earn-out considerations subject to fulfilment of agreed milestones. THQ Nordic estimates Coffee Stain will have net sales in the range of SEK 200-250 million and EBT in the range of SEK 100-150 million in the next financial year. "We are creating a complementary digital native pillar to THQ Nordic. Coffee Stain is a passionate and highly competent team creating and publishing great games. After some years without major releases the pipeline of new game releases such as Satisfactory and Deep Rock Galactic look strong. I look forward to work together with Anton Westbergh and his team in the future" says Lars Wingefors, CEO THQ Nordic.
THQ Nordic publishes Q3 2018: EBIT INCREASED 278% TO SEK 90.8 MILLION
We had another stable quarter with continued momentum. The strategy of diversification is paying off. Net sales increased by 1,403% to a record SEK 1,272.7 million in the quarter. EBITDA increased by 521% to SEK 214.8 million and EBIT increased by 278% to SEK 90.8 million compared to the same period last year. The gross margin percentage decreased due to a large share of net sales with lower margin within Partner Publishing. Cash flow from operating activities in the quarter was SEK –740.1 million, mainly due to the decision to replace forfaiting of receivables with bank debt within Koch Media. Both THQ Nordic and Koch Media contributed to the group’s EBIT during the quarter. Net sales in the THQ Nordic business area were up 47% to SEK 124.2 million. This was driven by the release of Titan Quest, Red Faction Guerilla Re-Mars-tered and This is the Police 2, in addition to continued performance of Wreckfest. Net sales of Deep Silver were SEK 251.8 million, driven by the release of Dakar 18 and a good performance of Pathfinder Kingmaker at the end of the quarter. The digital net sales of the back-catalogue in both business areas continued to have solid performances. Our Partner Publishing business area had a strong quarter driven by significant releases from our business partners Codemasters, SquareEnix and Sega. During the quarter, we acquired several strong IPs such as Alone in the Dark, Kingdoms of Amalur and Timesplitters. Additionally, we were happy to welcome our new family member, HandyGames, into the group. Our PR, marketing and sales teams across the globe did an extensive work supporting and building the demand for our pipeline of upcoming releases. Looking towards the upcoming two quarters, we are all excited about our key releases of Darksiders 3 and Metro Exodus. By the end of the quarter, we had 55 games under development, of which 35 are still in the pipeline waiting to be announced. We are patiently working on adding more great companies into the group, both developers and publishers. This is a daily proactive activity within the parent company, as well as within both operating groups. We are engaging with a large number of companies across the globe with respect to joining the group. I am confident about our strategy and capability to benefit from the ongoing shift in platforms and technologies. – LARS WINGEFORS, FOUNDER & CEO
THQ Nordic AB (publ) publishes Q2 2018: EBIT INCREASED 73% TO SEK 52.5 MILLION
Our business continues to grow; net sales increased by 878% to SEK 837 m in the quarter. EBITDA was up 421% to SEK 206.9 m and EBIT increased by 73% to SEK 52.5 m compared to the same period last year. Both THQ Nordic and Koch Media contributed to the group’s EBIT in the quarter. All in all, we had a stable quarter despite no major releases in any business area. We continue to work on both hard and soft synergies between our companies. The majority of our physical distribution of THQ Nordic in Europe has now moved to Koch Media. Digital back-catalogue sales continued to perform well. New digital revenue channels, such as subscription-based business models, made a notable gross margin contribution to the group. There is an increasing excitement about our major upcoming releases, such as Darksiders 3, Metro Exodus and Biomutant. After the end of the quarter we announced the release date and pre-order offering for Darksiders 3. I expect our well invested pipeline of future products, of all sizes, to generate increased revenues and improved profitability over the coming years. We are now working hard to prepare all activities for the biggest event of the year, Gamescom, which opens next week in Cologne, Germany. In order to fuel for further business growth and future acquisitions we completed a directed new share issue, raising proceeds of approximately SEK 1,448 m in June. I was pleased with the strong interest from investors and especially happy to see our long-term investors contributing again in the raising of capital, along with a handful of new, highly regarded institutional investors. We continue to evaluate interesting investment opportunities in game development projects, potential acquisitions and strategic partnerships that could add considerable long-term value for the group and its shareholders. I have seen an increased interest to become part of our growing independent group of companies, especially after our recently completed transactions. Stay tuned! – LARS WINGEFORS, FOUNDER & CEO
THQ Nordic completes a directed new share issue of 7.7 million Class B shares, raising proceeds of approximately SEK 1,448 million
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, HONG KONG, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES. The board of directors of THQ Nordic AB (“THQ Nordic” or the “Company”) has, based on the authorization given by THQ Nordic’s Annual General Meeting on May 16, 2018, and as communicated in the Company’s press release earlier today, resolved to carry out a directed new share issue of 7,700,000 Class B shares at a subscription price of SEK 188 per share (the “Directed new share issue”). Through the Directed new share issue, THQ Nordic will receive proceeds amounting to approximately SEK 1,448 million before transaction costs. The subscription price in the Directed new share issue has been determined through a so-called “accelerated book-building” procedure led by Carnegie Investment Bank. Subscribers in the Directed new share issue are a wide range of Swedish and international institutional investors.
THQ Nordic announces intention of a directed share issue of B shares
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, HONG KONG, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES. THQ Nordic AB (“THQ Nordic” or the “Company”) hereby announces its intention of a placement of new Class B shares corresponding to approximately 10 per cent of the total number of shares in the Company (the “New shares”) through a directed new share issue to Swedish and international institutional investors (the “Directed new share issue”). THQ Nordic has, based on the authorization given by THQ Nordic’s Annual General Meeting on May 16, 2018, engaged Carnegie Investment Bank to investigate the conditions for a placement of new Class B shares through a so-called “accelerated book-building” procedure.
Announcement from THQ Nordic’s annual general meeting
The annual general meeting (“AGM”) of THQ Nordic AB (“THQ” or the “Company”) was held today on 16 May 2018 in Stockholm and the following resolutions were passed by the meeting.
THQ Nordic AB (publ) publishes Q1 2018: KOCH MEDIA DRIVE SALES IN Q1, EBIT INCREASED 236% TO SEK 107 MILLION
Our business continues to grow; net sales increased by 673% to SEK 633 million in the quarter, mainly thanks to Koch Media, which was acquired and consolidated on February 14. Excluding Koch Media, net sales were up 64% to SEK 135 million. EBITDA was up 439% to SEK 226 million and EBIT increased by 236% to SEK 107 million compared to the same period last year. Excluding Koch Media, EBIT was up 54% to SEK 49 million. Koch Media is by far our largest acquisition to date and confirms our focus on creating value for our shareholders. With this transaction, we took a great step forward to further build a diversified, substantial and relevant player within the growing games industry. We got off to a great start together with the Deep Silver release of Kingdom Come Deliverance. I’m also happy to inform that Deep Silver will be publishing the upcoming RPG’s Wasteland 3 and Bards Tale IV. Both games are developed by InXile, a California-based studio founded by the industry legend Brian Fargo. Along with them, we are all looking forward to Deep Silver’s next key release, Metro Exodus, now expected in Q1 2019. The THQ Nordic GmbH operations also had a good quarter with five new releases including MX vs ATV: All Out, our in-house developed sequel, released at the end of the quarter. Revenues for the THQ Nordic GmbH operations were 135 million, an increase by 68% compared to the same quarter last year. Their next key releases, Biomutant and Darksiders 3, are still under evaluation for setting a release date. I expect the future of our well invested pipeline of products – currently at a record 54 ongoing projects – to generate growing revenues and improved profitability. In order to make the best possible return on our investments and to continue building IP value I would like to restate the importance that we are patient to deliver the expected customer experience along with finding the right release window for up-coming releases. Meanwhile, we continue to evaluate further investments into game development projetcs for key IPs along with further potential acqusitions or strategic partnerships that could add considerable value for the group and its shareholders. Stay tuned. – LARS WINGEFORS, FOUNDER & CEO
THQ Nordic announces proposal for election of an additional board member at the annual general meeting on 16 May 2018
As previously announced in the notice for the annual general meeting on 16 May 2018 in THQ Nordic AB (“THQ Nordic” or the “Company”) a proposal for an additional director could be presented no later than on the day for the annual general meeting. The board of directors of the Company has today received information from THQ Nordic’s majority shareholders, Lars Wingefors AB (http://#_ftn1) and Xagonus AB (http://#_ftn2), that they propose that Ulf Hjalmarsson is elected as a new director of the Company. As a consequence of the proposal to elect Ulf Hjalmarsson as a new director, the proposal regarding board election included in the notice for the annual general meeting will be as follows.
THQ Nordic publishes annual report for 2017
THQ Nordic AB (publ) today publishes its Annual Report for 2017. The full Annual Report is available in Swedish for downloading on: www.thqnordic-investors.com/finansiella-rapporter
Notice of annual general meeting in THQ Nordic AB
The shareholders of THQ Nordic AB, reg. no. 556582-6558, (the “Company”) are hereby invited to the annual general meeting on Wednesday 16 May 2018 at 15.30 pm CET at Berns, Berzeli Park in Stockholm. The doors to the meeting will open at 10.30 am CET and a presentation of the Q1-report will take place between 11.00-12.00 CET.
THQ Nordic completes the acquisition of Koch Media GmbH
THQ Nordic AB (”THQ Nordic” or the “Company”) has today, through its wholly owned subsidiary, SALEM einhundertste Holding GmbH, entered into an agreement to acquire 100 percent of the share capital in Koch Media GmbH (“Koch Media”), which was announced earlier today through a press release, for a consideration of EUR 121 million on a cash and debt free basis (the “Transaction”). All conditions for the Transaction have now been fulfilled and the Transaction is thereby completed.
THQ Nordic acquires Koch Media GmbH
THQ Nordic has entered into an agreement to acquire Koch Media GmbH, including, inter alia, the games developer and publisher Deep Silver with AAA-intellectual property rights such as Saints Row, Dead Island and exclusive licence for Metro.
THQ Nordic AB (publ) publishes Q4 2017
THQ NORDIC Q4 EBIT INCREASED BY 102% I’m proud of the whole THQ Nordic organisation, including our contracting developers and business partners, which has performed its most active quarter ever. We had a significant release activity in the quarter with eleven releases of which nine on own IPs. 74% of net sales came from new releases in the quarter and 26% from our back catalogue. I’m happy to note that 82% of net sales in the fourth quarter came from owned titles and 18% from publishing titles. During the quarter, we also delivered our first in-house developed sequels to the market. Their overall performance has matched management expectations. Our new IP ELEX was well received by the fans but received mixed reviews from various media outlets due to its unique character and harsh style. Our business grew rapidly; net sales increased by 99% to SEK 255 million in the quarter, EBITDA was up 157% to SEK 156 million and EBIT increased by 102% to SEK 102 million compared to the same period last year. In November we acquired and welcomed the Stockholm based development studio Experiment 101 to the THQ Nordic family. They are developing one of our upcoming key titles: Biomutant. THQ Nordic has a solid growth strategy and a great position in the market which we will leverage over the coming years. I’m really looking forward to 2018, we will keep the excitement going. – LARS WINGEFORS, FOUNDER & CEO
THQ Nordic AB (publ) publishes Q3 for 2017
EBIT INCREASED BY 50%