COPENHAGEN, August 10, 2021: 5th Planet Games A/S (OAX: FIVEPG) (“5th Planet Games”) and Skybound Game Studios, Inc. (“Skybound Games”), a subsidiary of Skybound Entertainment (“Skybound”), have signed an investment agreement (the “Investment Agreement”) pursuant to which Skybound Games will make an aggregate cash investment over approximately two years of NOK 92,515,500 (equivalent to $10,500,000 USD) in exchange for 151,744,355 shares in the Company in the aggregate, constituting 58.8% of the Company.
Skybound, headquartered in Los Angeles, California, is a multiplatform content company focused on comics, television, film, tabletop and video games, books, digital content and events, and widely known for titles such as The Walking Dead and Invincible.
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“We are thrilled to partner with the genre titans at Skybound,” said Henrik Nielsen, board member of 5th Planet Games. “Skybound opens the doors for us to work with their amazing content library, and to help us grow our business for our team, shareholders and fans more aggressively than ever before.”
“We believe that, with this move, we will create new value-enhancing opportunities for the company, including having some of the best IP titles in-house with access to multiple 5-star developing partners and a huge IP gaming catalogue," said Henrik Nielsen.
Securing a business relationship and strategic position with 5th Planet Games is Skybound’s most recent expansion into video games. “We are excited to partner with 5th Planet Games and combine the best of Hollywood with the great interactive entertainment talent in Europe. Together we believe we can build a top global business,” said Skybound CEO David Alpert and business partner Jon Goldman
Principal Investment Structure – NOK 92,515,500 (equivalent to USD 10.5 million):
The principal investment structure as set out in the Investment Agreement, which is contingent on the approval of the transaction by 5th Planet Games’ shareholders at the General Meeting (as defined below) and certain other conditions, will take place in the following four tranches over up to a two year period (each, a “Tranche”):
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Tranche 1 subscription: Shortly after the General Meeting, Skybound Games will subscribe for 21,677,765 shares of nominal DKK 0.05 at a subscription price of NOK 0.60968, total NOK 13,216,500 (equivalent to USD 1,500,000) against cash payment.
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Tranche 2 subscription: No later than 6 months after the General Meeting, Skybound Games will subscribe for 36,129,608 shares of nominal DKK 0.05 at a subscription price of NOK 0.60968, total NOK 22,027,500 (equivalent to USD 2,000,000) against cash payment.
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Tranche 3 subscription: No later than 51 weeks after the General Meeting, Skybound Games will subscribe for 43,355,530 shares of nominal DKK 0.05 at a subscription price of NOK 0.60968, total NOK 26,433,000 (equivalent to USD 3,500,000) against cash payment.
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Tranche 4 subscription and exercise: At the General Meeting, Skybound Games will subscribe for 50,581,452 warrants, each warrant entitling Skybound Games to subscribe for 1 share of nominal DKK 0.05, against an exercise price of NOK 0.60968, total NOK 30,838,500 (equivalent to USD 3,500,000). Skybound Games has contractually committed to exercising these warrants for a cash payment within 24 months of the General Meeting.
Immediately following the General Meeting and the completion of the Tranche 1 subscription, the total number of issued shares in 5th Planet Games will be 127,995,975 and Skybound Games will hold 21,677,765 shares in 5th Planet Games, which is equivalent to 16.94 % of the outstanding and issued share capital of 5th Planet Games.
After completion of Tranches 1-4, the total number of shares in 5th Planet Games will, all else being equal, be 258,062,565 and Skybound Games will have subscribed for 151,744,355 shares in 5th Planet Games equivalent to 58.8% of its outstanding and issued share capital, assuming no other changes to the share capital.
All else being equal, following completion of Tranche 2 as set out above, Skybound Games will pass the threshold of 33% ownership as set out in the Danish Capital Markets Act and be obligated to make a mandatory offer to all shareholders in 5th Planet Games for all issued shares in 5th Planet Games at the same price as in the Tranche 2 subscription (NOK 0.60968 per share of nominal DKK 0.05).
Additional Warrants and Other Significant Items:
Milestone Warrants:
In addition to the Tranches described above, Skybound Games will have the right to subscribe for 31,103,882 warrants, each warrant entitling Skybound Games to subscribe for one share of nominal DKK 0.05 at an exercise price of NOK 0.90, total NOK 27,993,494 (equivalent to USD 3,177,107) when the following milestones are met (the “Milestone Warrants”):
- 13.6% of the Milestone Warrants upon 5th Planet Games having a market value of USD 60,000,000 or more.
- 13.6% of the Milestone Warrants upon 5th Planet Games having a market value of USD 75,000,000 or more.
- 13.6% of the Milestone Warrants upon 5th Planet Games having a market value of USD 100,000,000 or more.
- 13.6% of the Milestone Warrants upon 5th Planet Games having a market value of USD 125,000,000 or more.
- 45.6% of the Milestone Warrants upon 5th Planet Games having a consolidated revenue of at least DKK 62,756,000 in any of the financial years 2022, 2023 or 2024.
Indemnification Warrants:
As part of the Investment Agreement, 5th Planet Games will provide certain representations and warranties to Skybound Games. Should Skybound Games suffer a loss due to certain specific warranties not being true, accurate and not misleading, Skybound Games will, at its own discretion, have the option of being indemnified from its loss by exercising up to 2,200,000 warrants (depending on the loss), each warrant entitling Skybound Games to subscribe for 1 share of nominal DKK 0.05 at par value (the “Indemnification Warrants”).
Warrant Pool:
As part of the transactions contemplated by the Investment Agreement, the creation of a new warrant pool of 22,621,005 warrants will also be included as an item on the agenda for the General Meeting to resolve on. Each warrant will entitle the holder to subscribe for 1 share of nominal DKK 0.05, with the exercise price to be decided by the board of directors, which shall generally be equal to the market value at the time of issuance, other than for warrants issued to employees of the Company as part of a general incentive program for which the exercise price under certain circumstances may be below the market value. The warrant pool will be reserved for the board of directors to grant to employees, management, board members and consultants.
After completion of all transactions contemplated by the Investment Agreement, as summarized above, 5th Planet Games anticipates that there will be a total of 258,062,565 shares and 78,424,887 warrants issued in 5th Planet Games (excluding the 2,200,000 Indemnification Warrants), assuming no other changes to the share capital.
New Board of Directors and Interim CEO:
A proposal will also be included on the agenda for the General Meeting that, following the General Meeting, the board of directors will be composed of Henrik Nielsen, Søren Kokbøl Jensen, Jon Goldman and David Alpert. Following the General Meeting and the completion of Tranche 1, the Company will appoint Mark Stanger, an executive with broad experience in video game publishing and international retail activity, as the new Interim CEO of the Company replacing Caspar Rose who will leave the Company.
General Meeting:
The transactions contemplated by the Investment Agreement are, inter alia, subject to the approval of the shareholders of 5th Planet Games at a general meeting of the necessary direct issuances of shares and warrants and the proposed changes to the board of directors set forth above. The board of 5th Planet Games will, therefore, as soon as possible call for an extraordinary general meeting of the shareholders with an agenda to resolve on such items, which meeting is expected to take place in September 2021 (the “General Meeting”).
Co-Publishing Agreements:
Subject to the necessary approvals in the General Meeting, the satisfaction of all other conditions and the closing of the Tranche 1 investment contemplated by the Investment Agreement, Skybound Games and 5th Planet Games will enter into agreements granting 5th Planet Games certain co-publishing rights to Telltale’s “The Walking Dead” Season 5 and to “Before Your Eyes” in exchange for a co-funding commitment. More information about this to follow after the General Meeting.
For further information, please contact
Henrik Nielsen, board member ir@5thplanetgames.com or visit Investors - 5th Planet Games
For Skybound inquiries, press@skybound.com
About Skybound:
Skybound is a multiplatform content company that works closely with creators and their intellectual properties, extending their stories to further platforms including comics, television, film, tabletop and video games, books, digital content, events, and beyond. The company is the home of notable properties including The Walking Dead, Invincible and Superfight.
Skybound holds strategic partnerships across the entertainment industry, and has the in-house capabilities to serve as publisher, producer, and global distributor for tabletop and video games. On screen, Skybound holds a first-look television deal with Amazon Studios and a first-look movie deal with Universal. Additional partnerships include comic book and novel publishing with Image Comics, and a first-look narrative audio deal with Audible. Skybound also houses a variety of unique creators and their IP, including Kristian Harloff and his pop-culture movie trivia platform the Schmoedown Entertainment Network, and printmaking expert Peter Santa Maria’s Attack Peter brand. For the most up to date information on Skybound’s video game properties, follow the company on Twitter (@SkyboundGames), YouTube (Skybound Games), Facebook (@SkyboundGames) and at www.skybound.com.
About 5th Planet Games:
5th Planet Games is a mobile games developer and publisher located in Copenhagen and Berlin. 5th Planet Games cooperates with strong IP title’s such as the Adventures of Tintin and LEGO and with premium sports brands such as Cristiano Ronaldo, Nyjah Huston and Peter “Snakebite” Wright and has its own IP title, Hugo.
Forward looking statements:
Statements in this press release relating to any future status or circumstances, including statements regarding future performance, growth and other trend projections and other effects of the investment or the other matters described herein, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as “anticipate”, “believe”, “expect”, “intend”, “plan”, “seek”, “will”, “would” or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that could occur in the future. There can be no assurance that actual results will not differ materially from those expressed or implied by these forward-looking statements due to several factors, many of which are outside 5th Planet Games’ control. Any forward-looking statements in this press release speak only as of the date on which the statements are made and 5th Planet Games has no obligation (and undertakes no obligation) to update or revise any of them, whether as a result of new information, future events or otherwise.
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