Acquisition of Bluetile Games S.L. & Bestplay Systems S.L.

Key insights

6 takeaways

01
Bluetile's portfolio runs 17 active games, with 375 million downloads and 22 million monthly active users.See it on page 4
02
The target companies reported CY25 revenue of USD 153.6 million and EBITDA of USD 27.7 million.See it on page 3
03
Nazara UK will initially acquire 50% of the equity in Bluetile and Bestplay for USD 100.3 million at close.See it on page 8
04
Performance-linked earn-outs are estimated at a total of USD 98.2 million, payable during 2028-2030 based on CY27-29 targets.See it on page 8
05
Nazara UK may acquire the remaining ~50% by 2028 at a valuation based on 6.6x trailing calendar-year EBITDA.See it on page 8
06
The transaction will be accounted for as a full acquisition under Ind AS 103 from first close, consolidating 100% of the targets' financials without minority interest.See it on page 8

Summary

Nazara Technologies Limited, an Indian listed gaming company, filed an investor presentation on March 18, 2026 with the BSE and NSE regarding its acquisition of Bluetile Games S.L. and Bestplay Systems S.L. Bluetile operates a portfolio of casual, social mobile games, including Yatzy, Domino Legends, Mahjong Voyage and Spade Stars, with 17 active games, 375 million downloads and 22 million monthly active users. Bestplay is a rewarded engagement platform where users play Bluetile games for free and convert collected coins into rewards. For CY25, the target companies reported revenue of USD 153.6 million and EBITDA of USD 27.7 million.

Nazara UK will initially acquire 50% of the equity for USD 100.3 million at close, with USD 59.7 million payable at first close and USD 40.6 million within six months. The remaining roughly 50% may be acquired through a put/call option by 2028 at 6.6x trailing calendar-year EBITDA. Performance-linked earn-outs, estimated at USD 98.2 million, are payable during 2028 to 2030 based on CY27-29 revenue and EBITDA targets.

The transaction is to be treated as a full acquisition under Ind AS 103 from the date of first close, with 100% of the target companies' financials consolidated. Closing is subject to Spanish foreign direct investment authorisation, US Hart-Scott-Rodino clearance and merger control approval from Spain's CNMC. The company expects the closing to occur upon receipt of these approvals.