Related Party Transaction

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 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	[e-mail]
Berenberg (Nominated Adviser and Sole Broker) Mark Whitmore, Ciaran Walsh, Milo Bonser	[phone]
SEC Newgate (Financial PR) Robin Tozer, Bob Huxford, George Esmond	[e-mail] [phone]

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

 

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