ReportPCF Group
Current Report No. 14/2021: Acquisition of Game On Creative, Inc.
3 pages~8 min full read
PCF Group S.A. signed a letter of intent on 11 March 2021 to acquire 100% of the Montreal-based studio Game On Creative, Inc.
See it on page 1The acquisition price is set at eight times Game On’s 2020 EBITDA, with an additional earn-out clause of 5% EBITDA for the years 2021–2025.
See it on page 1PCF Group plans to launch a Series D share offering to the SG Trust, which includes a 15% exemption from the standard lock-up period.
See it on page 1Samuel Girardin will lead the expansion into Canada by serving as both Studio Head of People Can Fly Canada and President of Game On.
See it on page 2The agreement includes a call option for the SG Trust if the required capital increases are not officially registered by 31 December 2021.
See it on page 2Public disclosure of the transaction was delayed until 27 April 2021 under EU Regulation 596/2014 to protect negotiation dynamics and prevent investor misinformation.
See it on page 2The report discloses that PCF Group S.A. entered into a letter of intent on 11 March 2021 to acquire 100 % of Game On Creative, Inc., a Montreal‑based studio, and to launch a Series D share offering. The transaction terms set the purchase price at eight times Game On’s 2020 EBITDA, subject to adjustments for debt, working‑capital thresholds and leakage. Upon acquisition, PCF plans an extraordinary general meeting to raise its share capital and offer Series D shares to the SG Trust, with a 15 % exemption from lock‑up and an earn‑out clause of 5 % EBITDA for years 2021–2025. Samuel Girardin, the Game On partner, will assume a dual role as Studio Head of People Can Fly Canada and President of Game On. The letter also outlines a legal and financial due‑diligence review, a potential call option for the SG Trust if capital increases are not registered by 31 December 2021, and a lock‑up period for the remaining Series D shares.
The disclosure was delayed until 27 April 2021 in accordance with EU Regulation 596/2014 (MAR) and the Polish Securities Authority guidelines, citing risks that early publication could harm negotiation dynamics or mislead investors. The report explains the confidentiality measures taken and states that the letter of intent does not guarantee completion of the acquisition. The information covers a single Canadian entity, pertains to a 2021 transaction timeline, and involves PCF Group’s Polish‑listed shares. No survey or external data sources are referenced; the methodology is limited to internal board deliberations and regulatory compliance.
