ReportPCF Group
Current Report No. 48/2021: Acquisition of Incuvo S.A. Shares
1 pages~3 min full read
PCF Group S.A. acquired a 50.01% majority stake in Incuvo S.A. on 13 December 2021 for a base price of PLN 19,995,776.
The deal includes an earn-out provision of up to PLN 11,595,725, contingent on the profitability and Metacritic performance of the VR title 'Green Hell VR'.
Incuvo S.A. specializes in virtual-reality game development and the porting of third-party titles to VR platforms.
Key shareholders Andrzej Wychowń and Radomir Kucharski are bound by non-competition agreements and mandatory board participation until 31 December 2024.
The acquisition is part of PCF Group’s strategic expansion to bolster its production capabilities within the emerging VR gaming sector.
The agreement includes standard liability protections and a 12-month non-competition restriction for the acquired entity post-closing.
PCF Group S.A., headquartered in Warsaw, completed the acquisition of 7,143,900 shares of Incuvo S.A. on 13 December 2021, representing 50.01 % of Incuvo’s share capital and voting rights. The transaction was executed under EU market‑abuse regulation, with the purchase price set at PLN 19,995,776.00 and an additional payment clause that may add up to PLN 11,595,725.00 based on the profitability of Incuvo’s VR title “Green Hell VR” and its Metacritic rating during a specified reference period. Incuvo specializes in virtual‑reality game development and porting third‑party titles to VR platforms.
The agreement includes customary representations, warranties, non‑competition restrictions for twelve months post‑closing, and liability provisions. Concurrently, PCF entered into transfer agreements with Incuvo’s shareholders Andrzej Wychowń and Radomir Kucharski, imposing sale restrictions on their shares and mandating continued board participation while prohibiting competitive activities until 31 December 2024.
This acquisition aligns with PCF Group’s strategic expansion into video‑game production, aiming to strengthen the group’s capabilities in emerging sectors. The transaction covers Poland and involves the NewConnect market of the Warsaw Stock Exchange, reflecting a focused geographic scope within the European VR gaming industry.
