The Target Company will be acquired at an initial purchase price of EUR 5 million on a cash- and debt-free basis, where EUR 3 million will be paid in cash upon closing and the remaining EUR 2 million will be paid with newly issued shares that will be issued at a price of SEK 4 per share. The shares will be subject to a lock-up in 12 months from Fragbite Group's planned listing. In addition to the initial purchase price, the Seller of the Target Company may receive an additional earn-out of maximum of EUR 3.5 million:

For the split financial year 2020/21, an additional earn-out 1 of maximum EUR 1.5 million can be paid out, of which 50% is in cash and 50% in newly issued shares. The size of the additional purchase price is based on different revenue and profit targets.

For the split financial year 2021/22, an additional earn-out 2 of maximum EUR 1.0 million can be paid out, of which maximum 50% is paid in cash and at least 50% in newly issued shares. The size of the additional earn-out 2 is based on different revenue and profit targets.

For the split financial year 2022/23, an additional earn-out 2 of maximum EUR 1.0 million can be paid out, of which maximum 50% is paid in cash and at least 50% in newly issued shares. The size of the additional earn-out 2 is based on different revenue and profit targets.

For the split financial year 2020/21, which ends on June 30, 2021, the Target Company is expected to generate revenue of over EUR 4 million (which is net revenue after deduction of platform fees) with an EBITDA of over EUR 600 thousand. During the fiscal year, the company has shown strong sales growth under profitability.

“I am very pleased to welcome the Target Company and its employees to the Fragbite Group. Together with the Target Company we strengthen the Group's financials further. Structurally, we also become a stronger group and welcome two fantastic and experienced entrepreneurs, with cutting-edge expertise and knowledge in Publishing & Indie games. Through the acquisition another business area is added to the group, in Publishing & Indie games, which gives us good opportunities to build a strong platform to continue to grow further from”, comments Stefan Tengvall, President and CEO of Fragbite Group AB.

The acquisition is expected to be completed beginning of June.