Ubisoft strengthens its core shareholding via the expansion of the
concert around the group's founders to the benefit of its long-term
stability and development
Ubisoft
strengthens its core
shareholdingvia
the expansion
of the concert around
the group's founders
to the benefit
of its
long-term stability and
development
Tencent acquires a minority passive stake in
Guillemot Brothers Limited
Ubisoft’s governance is unchanged and the
Guillemot family retains exclusive control of Guillemot Brothers
Limited
Shared confidence in the prospects of the
strategic partnership between Ubisoft and Tencent to bring several
of Ubisoft's AAA franchises to mobile devices
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PARIS –
September 6,
2022 - Today, Ubisoft announced that Tencent has acquired
a minority stake in Guillemot Brothers Limited and has entered into
the concert with the company’s founders.
“The expansion of the concert with Tencent
further reinforces Ubisoft’s core shareholding around its founders
and provides the company with the stability essential for its
long-term development.” said Yves Guillemot, CEO and Co-Founder,
Ubisoft.
“In a context where platforms and business
models are converging, this transaction, which validates our
strategy and highlights the strong intrinsic value of the assets we
have built over the long term, is excellent news for our teams,
gamers and shareholders. Tencent is a key shareholder partner for
many of the industry’s leaders, who have created some of the most
outstanding video games. This transaction reinforces our ability to
create strong value over the coming years.”
“The team at Ubisoft has shown an impressive
ability to consistently create world-class entertainment along with
a diverse portfolio of brands that include some of the most
successful franchises in the industry,” said Martin Lau, President
of Tencent. “We are excited to expand our engagement with the
founders, the Guillemot family, as Ubisoft continues to develop
immersive game experiences, and to bring some of Ubisoft’s most
well-known AAA franchises to mobile. This agreement also aligns
with our philosophy to invest alongside creative founders with full
confidence that they will lead their companies to new heights.”
Transaction
details
Tencent acquires a 49.9%
economic stake with 5%
voting rights in Guillemot Brothers
Limited
Tencent's investment in Guillemot Brothers
Limited amounts to €300 million (€200 million share acquisition and
€100 million capital increase), at an implied valuation for Ubisoft
of 80€ per share 1.
In addition, Tencent is providing Guillemot
Brothers Limited with a long-term unsecured loan to refinance its
debt2 and provide additional financial resources that can be used
to acquire equity in Ubisoft.
Guillemot Brothers Limited remains exclusively
controlled by the Guillemot family. Tencent will not be represented
on its Board of Directors and will not obtain any consent or veto
rights over the business.
Expansion of
Ubisoft founders’
concert
The Guillemot family concert with respect to
Ubisoft is extended to include Tencent.
The expanded concert may increase its stake to
29.9% of Ubisoft's capital or voting rights. Within this limit,
Guillemot Brothers Limited and the Guillemot family may each
increase their equity ownership in Ubisoft. Additionally, Ubisoft’s
Board of Directors has authorized Tencent to increase its direct
stake in Ubisoft from 4.5% to 9.99% of the capital or voting
rights. Tencent will not be able to sell its shares in Ubisoft for
a period of 5 years (and beyond will give the Guillemot family a
right of priority) and will not be able to increase its stake in
Ubisoft beyond 9.99% of Ubisoft's capital and voting rights for a
period of 8 years.
As a result of this transaction, Ubisoft's
governance will remain unchanged and Tencent will not have any
operational veto rights.
|
Number of Shares |
Number of Voting
Rights |
% of Shares
Outstanding |
% of Voting
Rights |
|
Pre-money |
Post-money |
Pre-money |
Post-money |
Pre-money |
Post-money |
Pre-money |
Post-money |
Guillemot Family (including Guillemot Corporation SA) |
3,272,391 |
2,222,224 |
6,480,512 |
4,380,178 |
2.6% |
1.8% |
4.7% |
3.2% |
Guillemot Brothers Ltd |
16,036,032 |
17,086,199 |
22,985,864 |
24,036,032 |
12.8% |
13.6% |
16.7% |
17.6% |
Of which Ubisoft shares held by Guillemot Brothers Ltd via
derivative contracts |
9,086,199 |
9,086,199 |
9,086,199 |
9,086,199 |
7.2% |
7.2% |
6.6% |
6.6% |
Tencent |
5,591,469 |
5,591,469 |
5,591,469 |
5,591,469 |
4.5% |
4.5% |
4.1% |
4.1% |
Concert |
19,308,423 |
24,899,892 |
29,466,377 |
34,007,679 |
15.4% |
19.8% |
21.4% |
24.9% |
The agreement signed with Tencent reflects
Ubisoft's rich portfolio of assets, one of the most powerful in the
video game industry:
- A 17,000-person
strong creative and production powerhouse, structured around the
"Lead & Associate" organization drawn from Ubisoft's global
network of studios and combining high AAA production standards with
world-class creative and engineering talent.
- The industry's
deepest and most diverse portfolio of proprietary brands, including
Anno®, Assassin's Creed®, Beyond Good & Evil™, Brawlhalla®, The
Crew®, Tom Clancy's The Division®, Far Cry®, For Honor®, Tom
Clancy's Ghost Recon®, Hungry Shark®, Just Dance®, Might &
Magic®, Prince of Persia, Rabbids®, Tom Clancy's Rainbow Six®,
Rayman®, Splinter Cell®, Trackmania®, Watch Dogs®.
- The company's
robust proprietary technologies including its cutting-edge engines
(Anvil and Snowdrop), its online services and distribution platform
(Ubisoft Connect) and Ubisoft's rapidly expanding video game
hosting business (i3D.net).
As a reminder, the strategic partnership with
Tencent covers the development of mobile titles from several of
Ubisoft's major franchises and the launch of several of Ubisoft's
PC titles in China.
Contacts Ubisoft
Investor RelationsJean-Benoît
RoquetteSVP Investor Relations+ 33 1 48 18 52
39Jean-benoit.roquette@ubisoft.comPress Relations
Michael Burk Senior Director of Corporate Public Relations + 33 1
48 18 24 03 Michael.burk@ubisoft.com
Alexandre Enjalbert Senior Investor Relations Manager +33 1 48 18
50 78 Alexandre.enjalbert@ubisoft.com |
Contact Tencent
Press RelationsBernd EitelHead
of Communications, Europe+41 79 854 7074berndeitel@tencent.com
DisclaimerThis press release
may contain estimated financial data, information on future
projects and transactions and future financial results/performance.
Such forward-looking data are provided for information purposes
only. They are subject to market risks and uncertainties and may
vary significantly compared with the actual results that will be
published. The estimated financial data have not been audited by
the Statutory Auditors. (Additional information is provided in the
most recent Ubisoft Registration Document filed on June 14, 2022
with the French Financial Markets Authority (l’Autorité des Marchés
Financiers)).
About UbisoftUbisoft is a
creator of worlds, committed to enriching players’ lives with
original and memorable entertainment experiences. Ubisoft’s global
teams create and develop a deep and diverse portfolio of games,
featuring brands such as Assassin’s Creed®, Brawlhalla®, For
Honor®, Far Cry®, Tom Clancy’s Ghost Recon®, Just Dance®, Rabbids®,
Tom Clancy’s Rainbow Six®, The Crew®, Tom Clancy’s The Division®,
and Watch Dogs®. Through Ubisoft Connect, players can enjoy an
ecosystem of services to enhance their gaming experience, get
rewards and connect with friends across platforms. With Ubisoft+,
the subscription service, they can access a growing catalog of more
than 100 Ubisoft games and DLC. For the 2021–22 fiscal year,
Ubisoft generated net bookings of €2,129 million. To learn more,
please visit: www.ubisoftgroup.com.
About TencentTencent uses
technology to enrich the lives of Internet users. Our communication
and social services, Weixin and QQ, connect users with each other
and with digital content and services, both online and offline,
making their lives more convenient. Our targeted advertising
service helps advertisers reach out to hundreds of millions of
consumers in China. Our FinTech and business services support our
partners’ business growth and assist their digital upgrade.Tencent
invests heavily in talent and technological innovation, actively
promoting the development of the Internet industry. Tencent was
founded in Shenzhen, China, in 1998. Shares of Tencent (00700.HK)
are listed on the Main Board of the Stock Exchange of Hong
Kong.
1 Post transaction, Guillemot Brothers Limited
will hold 17,086,199 Ubisoft shares, including 9,086,199 shares
held via derivative contracts, which are described in the
declarations of threshold crossing n°218C1609 and n°219C0239. The
transaction values the 8,000,000 Ubisoft shares held by Guillemot
Brothers Limited (including 1,050,167 Ubisoft shares held directly
by certain family members and which will be transferred to
Guillemot Brothers Limited), that are not owned through derivative
contracts, at €80 per share for a post-money enterprise value of
Guillemot Brothers of approximately €640 million.
2 excluding derivative contracts
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