REG - tinyBuild, Inc. - Related Party Transaction

tinyBuildAnnouncement

26/08/2022 07:00

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RNS Number : 2957X  tinyBuild, Inc.  26 August 2022

26 August 2022

tinyBuild, Inc

("tinyBuild" or the "Company")

Acquihire of Konfa Games and acquisition of Bossa Studios IP

Related Party Transaction

 

tinyBuild, a premium video games publisher and developer with global
operations, is pleased to announce the acquihire of Konfa Games, the
development team of Despot's Games, and the acquisition of the IP of Surgeon
Simulator, Surgeon Simulator VR, Surgeon Simulator 2, I am Fish and I am Bread
(the "Bossa's IP Catalogue") from Bossa Studios Limited ("Bossa").

Acquihire of Konfa Games

The maximum consideration for Konfa Games is up to $5.4m, consisting of
upfront and deferred payments over the next three calendar years, split
approximately in 40% cash and 60% newly issued tinyBuild shares, subject to
stretched operational targets being met. The deal will be marginally accretive
in 2022 and from 2023 onwards.

tinyBuild has been working with Konfa Games for two years as the publisher of
Despot's Game, a title successfully released as early access (Steam only) in
October 2021. Version 1.0 is scheduled for launch on PlayStation 5,
PlayStation 4, Xbox Series X/S, Xbox One, Nintendo Switch, and PC via Steam
and Epic Games Store, on 15 September 2022, along with the first downloadable
content ("DLC").

Despot's Game is a rogue-like tactics auto-battler, culminating in an
asynchronous multiplayer mode. The player chooses from a wide range of
weapons, mutations and abilities to lead his army of earthlings through
procedurally generated levels dominated by a despot AI. Version 1.0 will
include reworked mechanics, new quests, enemies and mutations, and an expanded
soundtrack. The DLC Challenges will add 20 new missions to complete, where
each item and enemy has a precise spawn point to sharpen the player's tactical
skills.

Acquisition of Bossa's IP Catalogue

The consideration for Bossa's IP Catalogue includes an upfront payment of $3m,
comprising of $2.55m in cash and the equivalent of $0.45m in newly issued
tinyBuild shares. The franchise delivered total revenues of $6.0m in the year
ending 31 December 2021. 2021 revenues were boosted by the launch of new
titles and the acquisition is expected to be marginally accretive in 2022 and
from 2023 onwards.

The deal further expands tinyBuild's existing back catalogue with the
acquisition of several high quality, mature games focused on simulation and
adventure. The Surgeon Simulator franchise is an over-the-top operation
simulator which has released three titles to date, while I Am Fish is a
physics-based adventure game starring four fish friends forcibly separated
from their home in a pet shop fish tank, and I am Bread, the story of a slice
of bread's journey to become toast. Under tinyBuild ownership, the Company has
the option to improve Bossa's IP Catalogue through potential spin-offs,
sequels, expansions and DLC that could generate additional sales.

Admission and Total Voting Rights

As part of the initial consideration at closing of the acquisition of Bossa's
IP Catalogue, the Company will issue 320,900 New Common Shares of $0.001 each
in the Company ("New Common Shares") at a price of 116.29p per New Common
Share to Bossa. The New Common Shares will be subject to a 12 month lock up
period and rank pari passu in all respects with the existing Common Shares of
the Company. Application will shortly be made to the London Stock Exchange for
the admission of the New Common Shares to trading on AIM ("Admission") which
is expected to take place on or around 1 September 2022. Following Admission,
the total number of voting rights in the Company will be 203,848,987 and
shareholders may use this figure as the denominator for the calculations by
which they will determine if they are required to notify their interest in, or
a change to their interest in, the Company under the FCA's Disclosure Guidance
and Transparency Rules.

Related party transaction

Henrique Olifiers, Non-executive Chairman of the Company, is the Founder and
CEO of Bossa. As a result of this relationship, the IP Catalogue acquisition
represents a related party transaction in accordance with the AIM Rules for
Companies. The Directors of tinyBuild, excluding Henrique Olifiers, consider,
having consulted with Berenberg, tinyBuild's nominated adviser, that the terms
of the transaction are fair and reasonable in so far as shareholders of
tinyBuild are concerned.

Alex Nichiporchik, Chief Executive Officer of tinyBuild, commented:

"We continue investing into expanding our portfolio of own IP and today's
deals are a unique opportunity to bring both Konfa's talented team of
developers in-house and to add the amazing Bossa intellectual property to the
tinyBuild portfolio. Alongside our existing titles, it allows us to maximize
our long-term revenue potential, as well as gives our internal teams more
established IP to choose from when considering next projects."

 

For further information, please contact:

 tinyBuild, Inc                                               investorrelations@tinybuild.com

 Alex Nichiporchik - Chief Executive Officer and co-founder

 Luke Burtis - Chief Operating Officer and co-founder

 Antonio Jose Assenza - Chief Financial Officer

 Giasone (Jaz) Salati - Head of M&A and IR

 Berenberg (Nominated Adviser and Sole Broker)                +44 (0) 20 3207 7800

 Mark Whitmore, Ciaran Walsh, Milo Bonser
 SEC Newgate (Financial PR)                                   tinybuild@secnewgate.co.uk

 Robin Tozer, Bob Huxford, George Esmond                      +44 (0)7540 106366

About tinyBuild:

Founded in 2013, tinyBuild (AIM: TBLD) is a global video games publisher and
developer, with a catalogue of more than 70 premium titles across different
genres. tinyBuild's strategy is to focus on its own intellectual property (IP)
to build multi-game and multimedia franchises, in partnership with developers.

tinyBuild is headquartered in the USA with operations stretching across the
Americas and Europe. The Group's broad geographical footprint enables the
Company to source high-potential IP, access cost-effective development
resources, and build a loyal customer base through its innovative grassroots
marketing.

tinyBuild was admitted to AIM, a market by the London Stock Exchange, in March
2021.

For further information, visit: www.tinybuildinvestors.com
(http://www.tinybuildinvestors.com)

 

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