Nexters buys three companies with Russian roots for $100 million — Cubic Games, RJ Games and Royal Ark

Nexters has announced the acquisition of three gaming assets at once. Its portfolio will include Cubic Games, RJ Games and Royal Ark. The total investment amount is $100 million.

The company, whose head office is based in Limassol, reported about this App2Top.ru . The transactions will be financed both in cash and by issuing new shares.

Nexters believes that such a large-scale purchase will allow it to strengthen its position in the mobile midcore segment. All three companies being acquired specialize in it.

Nexters expects that as a result of close collaboration, the companies will be able to increase their cash receipts more than three times, which will bring the group an additional $130 million already in 2024.

“We are pleased to announce our first M&A deals as a public company. These agreements open the way for us to consolidate the gaming industry in the Russian-speaking region. We believe that in total these deals are one of the largest gaming M&A in the region and believe that they will create a strong foundation for further consolidation,” said Andrey Fadeev, CEO and co—founder of Nexters.

Nexters also shared the details of each transaction separately.

Cubic Games

First of all, Cubic Games is known as the publisher of the Pixel Gun 3D mobile shooter. The Rostov Lightmap studio is engaged in the development and support of the game. Both assets are owned by Gracevale Limited. And that’s what Nexters buys.

Pixel Gun 3D
According to the terms of the transaction:

• Nexters will acquire 100% of Gracevale shares for $70 million (excluding cash and debt obligations, the payment of which is associated with certain KPIs);
• the terms of the transaction imply a one-time payment of 85% of the total amount, as well as a deferred payment depending on the fulfillment of certain conditions;
• Up to 1.4 million new shares issued by Nexters will be used to partially finance the entire transaction.

As a result of the deal, Nexters will have the Pixel Gun 3D title at its disposal, as well as a team for its development and maintenance, numbering 90 employees. It is expected that “the core management team will remain unchanged after the transaction closes.”

According to the data provided by Nexters, the MAU of the project in 2021 was 5.5 million, and the total base of installations exceeded the 170 million mark (most of them are in the USA and the Western market as a whole).

Nexters also says that by the end of 2021, the receipts of Cubic Games will amount to about $26 million, “according to the company’s unaudited internal data, not prepared in accordance with IFRS.”

This correlates with the data of the analytical company AppMagic, according to which Pixel Gun 3D earns only about $2 million per month on IAP.

It is expected that after the completion of the deal, the Pixel Gun 3D team will use Nexters’ expertise in marketing and analytics to further scale in international markets.

RJ Games

Previously, RJ Games specialized in midcore strategies for social platforms. The studio is currently working on Puzzle Breakers, a mobile battler with the match-3 combat system. The owner of the company is MX Capital Limited.

Puzzle Breakers
The terms of the deal with MX Capital are quite complex:

• Nexters will acquire 48.8% of MX Capital shares from Everix Investments Limited (a firm created by the Buchman brothers);
• the amount of the initial payment is $15 million.;
• further payments in the amount of up to $35 million can increase the total amount of the transaction when MX Capital reaches the agreed metrics;
• Nexters has also reached an agreement on call and put options with MX Capital’s remaining shareholder, MSRJ LTD, which will allow Nexters to consolidate one hundred percent control over MX Capital in the first half of 2024;
• the amount of payments under the terms of call and put options will depend on the fulfillment by MX Capital of certain agreed KPIs;
• also, the terms of the transaction imply additional payments to the founders after the company reaches certain indicators;
• the acquisition of the initial 48.8% stake will be secured in cash, and the future acquisition (or acquisitions) upon reaching the terms of the option will be financed by cash and the issue of new shares;
• As part of the transaction, Nexters will also provide MX Capital with a loan of up to $46 million, using their own shares owned by the remaining shareholder as collateral. The loan will consist of four tranches. The first tranche of up to $11 million will be transferred approximately together with the closing of the transaction, and the rest – after MX Capital fulfills certain KPIs.

By the way, Everix Investments is also a shareholder of Nexters. The firm of the Bukhman brothers owns 38% of its shares and votes.

Going back to RJ Games. Now it has 150 people. Almost all of them have been working on Puzzle Breakers for more than two years (the first mentions of the project date back to February 2020). The official release of the game is scheduled for the 2nd quarter of 2022.

Royal Ark

It is a brand owned by Castcrown Limited. The latter, under the Royal Ark brand, publishes games from the Royal Ark studio and games from the Game Gears studio. Both are headed by former top managers of Game Insight.

Dawn of Zombies
Royal Ark is managed by Leonid Sirotin, former general producer of GI.

She is currently developing and supporting Dawn of Zombies. Alexander Vashchenko, former president of GI, is responsible for Game Gears. This studio is working on a Shelter War game.

Shelter War
According to the terms of the transaction:

• Nexters will acquire about 49.5% of Castcrown shares for $4.95 million (the transaction will be financed with cash);
• Nexters also provides Castcrown with a convertible loan of up to $16 million, which will consist of two tranches (the first will be $7.5 million will be transferred at the time of closing the transaction, the second will be $8.5 million and will depend on Castcrown’s fulfillment of certain KPIs);
• Nexters has reached an agreement on call and put options with the remaining shareholders and founders of Castcrown, which will allow Nexters to concentrate one hundred percent control over the company in their hands;
• for the call option, Nexters will pay the founders of the company an amount not exceeding $ 2 million. The acquisition (or acquisition) of shares upon reaching the terms of the option will be financed from cash and a stake in Nexter.

In total, more than 170 developers work in two studios.

In 2021, Royal Ark’s receipts totaled about $9 million, according to the company’s unaudited internal data. After the deal, the team will focus on scaling user engagement internationally.

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It is expected that all three transactions will be closed in the 1st quarter of 2022.