Nexters World, the Proprietor of Blockbuster Cell Sport Hero Wars, to Go Public By way of Merger With Kismet Acquisition One SPAC


LIMASSOL, Cyprus–(BUSINESS WIRE)–Nexters World Restricted (“Nexters” or the “Firm”), a Cyprus-based cell & social recreation developer and writer, and Kismet Acquisition One Corp. (“Kismet”) (Nasdaq: KSMTU), a particular objective acquisition firm (SPAC) led by Founder and Chief Govt Officer Ivan Tavrin, have entered right into a definitive enterprise mixture settlement (the “Transaction”) that may lead to Nexters changing into a publicly-listed firm on the Nasdaq World Choose Market beneath a brand new GDEV ticker. The Transaction is anticipated to shut within the second quarter of 2021.

Firm overview

Nexters was based as an impartial gaming studio in 2010 by Andrey Fadeev and Boris Gertsovsky, the early pioneers of social and cell recreation improvement in Russia. Based mostly in Cyprus since 2017, Nexters has quickly grown right into a top-5 impartial European recreation developer by web bookings.

The Firm’s flagship product is its blockbuster Hero Wars mid-core RPG franchise, performed in over 100 international locations and obtainable throughout all key platforms. Hero Wars has delivered 8.5x MAU progress to five.4 million customers and 4x paying customers progress within the final two years. The Firm is planning to launch three new titles in 2021 in informal genres, leveraging its confirmed experience in cell gaming and digital advertising and marketing to interact new audiences and increase its footprint throughout key world markets. The Firm views APAC as a major growth alternative, given Nexters’ experience in RPG video games and the recognition of the style in Asia.

Nexters has delivered best-in-class profitability and progress, scaling its web bookings 10x in two years to $318 million in 2020, whereas staying well-diversified throughout key gaming markets. As of 2020, 35% of the Firm’s web bookings got here from the US, 23%2 from Europe, and 19%1 from Asia. The expansion is anticipated to proceed all through 2021-23, with 2023 Internet Bookings projected to succeed in $562 million and Administration EBITDA3 anticipated to return in at $138 million for 2021 and enhance to $201 million by 2023.

Video gaming is a worldwide and excessive progress type of leisure, with complete market dimension estimated at $175 billion in the present day, exceeding the worldwide music and video streaming markets mixed. Cell gaming accounts for 49% of the full gaming market and has grown by 26% in 2020. The expansion in cell gaming is anticipated to proceed strongly at a CAGR of 9.9%, taking its complete projected dimension to c. $114 billion in 2023.4

Nexters goals to turn into the main consolidator within the gaming house in Russian talking international locations, Japanese Europe and past, capitalizing on the numerous alternative out there whereas deploying its confirmed worth creation playbook to help the businesses it acquires. The Firm will profit from its distinctive connections to recreation builders all through the area, the M&A experience of Kismet, and its strategic partnership with the founders of Playrix, the second largest cell recreation developer on the planet by income5, who turned shareholders in Nexters in 2018.

Following the closing of the Transaction, Nexters’ Co-Founder and CEO Andrey Fadeev and Co-Founder and Head of R&D Boris Gertsovsky will proceed to steer the Firm, supported by a seasoned administration crew.

Administration feedback

Andrey Fadeev, Co-Founder and CEO of Nexters, commented: “Nexters is likely one of the quickest rising cell gaming corporations on the planet, propelled by a mission to provide video games that rework the person expertise, convey pleasure to gamers throughout the globe, and have the potential to turn into ‘endlessly franchises.’ In our flagship franchise, Hero Wars, gamers come not simply to play and win, but additionally to spend time with different gamers, successfully making it a social community wrapped across the recreation. We’re thrilled to make our debut as a public firm, which is able to take us additional on our quest to turn into a globally acknowledged market participant. We’re extremely enthusiastic about the way forward for gaming and thrilled to have skilled companions equivalent to Kismet Capital Group by our aspect.”

Ivan Tavrin, Chairman and CEO of Kismet Acquisition One Corp., commented: “The gaming business is within the midst of a dramatic transformation and has seen exponential progress lately, which solely accelerated as extra individuals turned to gaming amid the pandemic. Nexters’ founders and administration haven’t solely launched probably the most fashionable video games within the cell gaming market, but additionally confirmed spectacular progress in income and profitability from Day One. Gaming is a really world market, and taking this wonderful firm public positions it to turn into a consolidation platform for different gaming franchises and studios all all over the world.”

Transaction overview

On February 1, 2021, Kismet Acquisition One Corp. (Nasdaq: KSMTU) entered right into a definitive settlement to mix with Nexters by means of a mix of inventory and money financing. The enterprise mixture values Nexters at an enterprise worth of $1.9 billion, representing 13.8x projected 2021 and 11.6x projected 2022 Administration EBITDA.

The Transaction is anticipated to ship as much as $150 million in money to the Firm’s steadiness sheet earlier than advisor charges and/or redemptions by Kismet Acquisition One Corp. present shareholders, with proceeds anticipated for use for basic working capital functions and potential acquisitions. Present shareholders of Nexters will obtain a money cost of as much as $150 million pro-rata to their pre-money shareholdings, and can roll roughly 92% of their holdings into the mixed firm whereas agreeing to a 12 month lock-up (topic to sure exceptions). As well as, the founders and the administration will obtain 20.0 million Earn-Out shares over 3 years (with 50% of the Earn-Out launched at $13.50 VWAP and 50% launched at $17.00 VWAP), additionally topic to a 12 month lock-up. The Transaction will likely be funded by roughly $250 million held in belief by Kismet Acquisition One Corp., topic to any redemptions, in addition to the extra $50 million funding by the SPAC Sponsor, Kismet Capital Group, through an affiliate.

The Boards of Administrators of Kismet Acquisition One Corp. and Nexters shareholders, in addition to its sole director, have permitted the Transaction. Completion of the proposed transaction is topic to the approval of the stockholders of Kismet Acquisition One Corp. and Nexters and different customary closing circumstances, together with the receipt of sure regulatory approvals and minimal money steadiness at closing. The Transaction is anticipated to shut within the second quarter of 2021.

Advisors

Credit score Suisse, BofA Securities and LionTree Advisors served as monetary and capital markets advisors to Kismet Acquisition One Corp.

Investor presentation

Nexters and Kismet Acquisition One Corp.’s investor presentation, video and related audio recording will likely be made obtainable at www.kismetcg.com and www.nexters.com.

The presentation and a transcript of the audio recording will likely be filed with the U.S. Securities and Change Fee (the “SEC”) as an exhibit to a Present Report on Type 8-Okay, and obtainable on the SEC web site at www.sec.gov.

About Nexters

Based in 2010, Nexters is likely one of the largest and most seasoned European gaming unicorns with deep experience in cell recreation improvement and advertising and marketing. The Firm is a developer and writer of Hero Wars mid-core RPG franchise, at present obtainable on cell (iOS, Android) and PC (through internet and Fb) and is seeking to launch three new titles in 2021.

About Kismet Acquisition One Corp.

Kismet Acquisition One Corp. is a particular objective acquisition firm led by Chairman and Chief Govt Officer Ivan Tavrin, shaped for the aim of buying, participating in a share trade, share reconstruction and amalgamation, contractual management association with, buying all or considerably all the property of, or participating in every other related preliminary enterprise mixture with a number of companies or entities.

Use of Non-IFRS Monetary Measures

This press launch contains sure monetary measures that aren’t ready in accordance with the Worldwide Monetary Reporting Requirements as promulgated by the Worldwide Requirements Accounting Board (“IFRS”) and that could be totally different from non-IFRS monetary measures utilized by different corporations. These non-IFRS measures, and different measures which can be calculated utilizing these non-IFRS measures, are an addition, and never an alternative to or superior to measures of economic efficiency ready in accordance with IFRS and shouldn’t be thought-about as an alternative choice to working earnings, web earnings or every other efficiency measures derived in accordance with IFRS.

Nexters believes that these non-IFRS measures of economic outcomes (together with on a forward-looking foundation) present helpful supplemental data to buyers about Nexters. Nexters’ administration makes use of ahead trying non-IFRS measures to judge Nexters’ projected monetary and working efficiency. Nevertheless, there are a selection of limitations associated to using these non-IFRS measures and their nearest IFRS equivalents. For instance different corporations might calculate non-IFRS measures in a different way, or might use different measures to calculate their monetary efficiency, and due to this fact Nexters’ non-IFRS measures will not be straight corresponding to equally titled measures of different corporations.

Moreover, to the extent that forward-looking non-IFRS monetary measures are supplied, they’re introduced on a non-IFRS foundation with out reconciliations of such forward-looking non-IFRS measures.

Nexters is within the strategy of finishing its IFRS audit for 2018-20 overseen by the Public Firm Accounting Oversight Board (PCAOB). Nexters’ reporting processes and the management surroundings might not but be adequate to forestall any materials weaknesses.

Further Info and The place to Discover It

This press launch pertains to the Transaction. This press launch doesn’t represent a suggestion to promote or trade, or the solicitation of a suggestion to purchase or trade, any securities, nor shall there be any sale of securities in any jurisdiction wherein such supply, sale or trade can be illegal previous to registration or qualification beneath the securities legal guidelines of any such jurisdiction. In reference to the Transaction, the brand new father or mother firm of the mixed group established within the BVI (“Pubco”) intends to file related supplies with the SEC, together with a registration assertion on Type F-4, which is able to embrace a proxy assertion/prospectus. Promptly after the registration assertion is said efficient by the SEC, a proxy assertion/prospectus will likely be mailed to all Kismet Acquisition One Corp. shareholders entitled to vote on the particular assembly regarding the Transaction. Earlier than making any voting choice, buyers and shareholders of Kismet Acquisition One Corp. are urged to learn these supplies (together with any amendments or dietary supplements thereto) and every other related paperwork in reference to the Transaction that the events to the Transaction will file with the SEC as such supplies turn into obtainable as a result of they’ll comprise vital details about Kismet Acquisition One Corp., Nexters and the Transaction. The preliminary proxy assertion/prospectus, the definitive proxy assertion/prospectus and different related supplies in reference to the Transaction (after they turn into obtainable), and every other paperwork filed by the events to the Transaction with the SEC, could also be obtained freed from cost on the SEC’s web site (www.sec.gov) or by directing a request to: Kismet Acquisition One Corp., 9 Constructing B, Lesnaya Road Moscow, Russia 125196.

Contributors within the Solicitation

Kismet Acquisition One Corp., Nexters and their respective administrators and government officers could also be deemed to be members within the solicitation of proxies from Kismet Acquisition One Corp.’s shareholders in reference to the Transaction. A listing of the names of such administrators and government officers and knowledge relating to their pursuits within the Transaction will likely be contained within the proxy assertion/prospectus when obtainable. Kismet Acquisition One Corp.’s shareholders and different individuals might acquire free copies of those paperwork as described within the previous paragraph.

Ahead-Wanting Statements

This press launch incorporates sure “forward-looking statements” for functions of the federal securities legal guidelines. Ahead-looking statements embrace, however aren’t restricted to, statements with respect to (i) Nexters’ revenues, bookings, efficiency, methods, prospects and different features of the companies of Nexters or Kismet Acquisition One Corp., or the mixed firm after completion of the Transaction, (ii) traits within the gaming business, (iii) Nexters’ goal cohorts and person and the anticipated association with them, (iv) Nexters’ projected progress alternatives, together with relative to its opponents and (v) different statements relating to Kismet Acquisition One Corp.’s or Nexters’ expectations, hopes, beliefs, intentions or methods relating to the longer term. Such statements are primarily based on present expectations which can be topic to dangers and uncertainties. As well as, any statements that seek advice from projections, forecasts or different characterizations of future occasions or circumstances, together with any underlying assumptions, are forward-looking statements. The phrases “anticipate,” “consider,” “proceed,” “may,” “estimate,” “anticipate,” “intend,” “might,” “may,” “plan,” “doable,” “potential,” “predict,” “venture,” “ought to,” “would” and related expressions might determine forward-looking statements, however the absence of those phrases doesn’t imply {that a} assertion isn’t forward-looking. The forward-looking statements contained on this press launch are primarily based on Kismet Acquisition One Corp.’s and Nexters’ present expectations and beliefs regarding future developments and their potential results on Kismet Acquisition One Corp. and Nexters. There will be no assurance that future developments affecting Kismet Acquisition One Corp. and Nexters will likely be those who Kismet Acquisition One Corp. and Nexters have anticipated. Ahead-looking statements contain quite a lot of dangers, uncertainties (a few of that are past Kismet Acquisition One Corp.’s and Nexters’ management) or different assumptions. Many elements may trigger precise outcomes or efficiency to be materially totally different from these expressed or implied by the forward-looking statements on this press launch, together with (i) that the Transaction will not be accomplished in a well timed method or in any respect, which can adversely have an effect on the worth of Kismet Acquisition One Corp.’s securities, (ii) the danger that the Transaction will not be accomplished by Kismet Acquisition One Corp.’s enterprise mixture deadline and the potential failure to acquire an extension of the enterprise mixture deadline if sought by Kismet Acquisition One Corp., (iii) the failure to fulfill the circumstances to the consummation of the Transaction, together with the approval of the enterprise mixture settlement by the shareholders of Kismet Acquisition One Corp. and the satisfaction of the minimal belief account quantity following any redemptions by Kismet Acquisition One Corp.’s public shareholders, (iv) the dearth of a third-party valuation in figuring out whether or not or to not pursue the Transaction, (v) the incidence of any occasion, change or different circumstance that would give rise to the termination of the enterprise mixture settlement, (vi) the impact of the announcement or pendency of the Transaction on Nexters’ enterprise relationships, working outcomes, and enterprise typically, (vii) dangers that the Transaction disrupts Nexters’ enterprise, operations and plans, (viii) the result of any authorized proceedings that could be instituted in opposition to Nexters or in opposition to Kismet Acquisition One Corp. associated to the enterprise mixture or the Transaction, (ix) the power to take care of the itemizing of Kismet Acquisition One Corp.’s securities on a nationwide securities trade, (x) adjustments within the aggressive and controlled industries wherein Nexters operates, variations in working efficiency throughout opponents, adjustments in legal guidelines and laws (together with information privateness, cybersecurity and tax legal guidelines and laws) affecting Nexters’ enterprise and adjustments within the mixed capital construction, (xi) the power to implement enterprise plans, forecasts, and different expectations after the completion of the Transaction, and determine and understand further alternatives, (xii) the potential lack of ability of Nexters to attain its projected bookings progress and scale its platform, (xiii) the potential lack of ability of Nexters to take care of its present income stream and its relationships with gamers and advertisers (xiv) the potential lack of ability of Nexters to turn into a consolidator within the gaming business, (xv) the enforceability of Nexters’ mental property and safety of its proprietary data, (xvi) the danger to Nexters’ enterprise, operations and plans if inner processes and knowledge expertise methods aren’t correctly maintained and dangers related to Nexters’ operational reliance on third events, together with third-party platforms and infrastructure, (xvii) the danger to Nexters’ enterprise, operations and plans from cyber-attacks or different privateness or information safety incidents, (xviii) the danger of downturns and a altering regulatory panorama within the extremely aggressive business wherein Nexters operates, (xix) the impact of world epidemics and contagious illness outbreaks, together with COVID-19, and public notion thereof, and (xx) prices associated to the Transaction and the failure to appreciate anticipated advantages of the Transaction or to appreciate estimated professional forma outcomes and underlying assumptions, together with with respect to estimated shareholder redemptions. The foregoing listing of things isn’t exhaustive. You need to fastidiously contemplate the foregoing elements and the opposite dangers and uncertainties described within the “Threat Elements” part of the ultimate prospectus to Kismet Acquisition One Corp.’s registration assertion on Type S-1 (File No. 333-239972), the ultimate prospectus to Pubco’s registration assertion on Type F-4 regarding the Transaction, which is anticipated to be filed as described above, and different paperwork filed or that could be filed by Kismet Acquisition One Corp. and Pubco on occasion with the SEC. Ought to a number of of those dangers or uncertainties materialize, or ought to any of Kismet Acquisition One Corp.’s or Nexters’ assumptions show incorrect, precise outcomes might differ in materials respects from these projected in these forward-looking statements. Ahead-looking statements converse solely as of the date they’re made. Readers are cautioned to not put undue reliance on forward-looking statements, and Kismet Acquisition One Corp. and Nexters undertake no obligation to replace or revise any forward-looking statements, whether or not on account of new data, future occasions or in any other case, besides as could also be required beneath relevant securities legal guidelines.

Non-Solicitation

This press launch isn’t a proxy assertion or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Transaction and shall not represent a suggestion to promote or a solicitation of a suggestion to purchase the securities of Kismet Acquisition One Corp., Pubco or Nexters, nor shall there be any sale of any such securities in any state or jurisdiction wherein such supply, solicitation or sale can be illegal previous to registration or qualification beneath the securities legal guidelines of such state or jurisdiction. No supply of securities shall be made besides by way of a prospectus assembly the necessities of the U.S. Securities Act of 1933, as amended.

1 Based mostly on in-game purchases web of platform charges over January – November 2020 (information supplied by AppMagic), excluding builders owned by different corporations.

2 Excluding Russia/former Soviet Union international locations which represent 14% of 2020 web bookings.

3 Administration EBITDA is web bookings much less advertising and marketing bills much less price of gross sales and G&A, earlier than share-based compensation, D&A, non-operating and one-off bills.

4 Supply: Newzoo (www.newzoo.com)

5 Supply: www.appannie.com



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