The Board of Directors of Zordix AB (publ) (“Zordix” or the “Company”) has today resolved on two issuances of shares as partial payment of the earn-outs relating to the previously announced acquisition of Maximum Games, Inc (“Maximum Games”) and MG Team, Inc. (“MG Team”) as well as the acquisition of Just For Games SAS (“Just For Games”). The combined earn-outs amount to a total of approximately SEK 139.2 million. In total, and subject to the approval of the annual general meeting, the board has resolved to issue a total of 6,296,972 shares of series B directed to the sellers of Maximum Games and MG Team, and to the sellers of Just For Games. Notice to the annual general meeting will be announced by separate press release.
Earn-out payments for the acquisitions of Maximum Games and MG Team and Just For Games
As previously announced, sellers of Maximum Games and MG Team and Just For Games are entitled to earn-out payments under the respective acquisition agreements. The Board of Directors of Zordix has therefore resolved on a directed issue of 6,296,972 shares of series B, subject to the approval of the annual general meeting, to be directed to the sellers. The reason for the deviation from the shareholders’ pre-emptive rights, is to enable payment of the earn-out in accordance with the terms of the share purchase agreements entered into with the sellers of Maximum Games and MG Team and Just For Games.
Dilution of shares and share capital
Provided that the resolution is approved at the next annual general meeting, and after registration of the new issues, the number of outstanding shares in the Company of series B will increase by 6,296,972 from 42,866,231 shares to 49,163,204 shares. The share capital will increase by SEK 629,697.30 from SEK 4,286,623.10 to SEK 4,916,320.40. Provided that the previously resolved directed issue of shares to the sellers of Merge Games is approved by the next general meeting the number of shares in the company will after registration amount to 51,110,152 and the share capital will be SEK 5,111,015.20.
Notice to the annual general meeting will be announced by separate press release.