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Mergers & Acquisitions

Resolution No. 1 of the Extraordinary General Meeting of PlayWay S.A. (13 Dec 2022)

The Extraordinary General Meeting of PlayWay S.A., held on December 13, 2022, in Warsaw, resulted in the adoption of seven key resolutions focused on corporate governance and leadership expansion. The primary purpose of the meeting was to formalize changes to the company’s Management Board structure and appoint new executive leadership. All resolutions were passed with unanimous support from the shareholders present, representing 2,834,023 shares or 42.94% of the company’s total share capital. The meeting established a new composition for the Management Board, increasing its size to three members, consisting of one President and two Vice-Presidents. Following this structural change, Andrzej Włodzimierz Dudek was formally appointed to the position of Vice-President. The assembly also defined the financial terms of this appointment, setting a monthly net salary of 7,000.00 PLN for the new Vice-President, supplemented by provisions for travel expense reimbursement and civil liability insurance for management personnel. Procedural actions were also finalized to ensure the meeting's legal compliance under the Polish Commercial Companies Code. These included the election of Krzysztof Kostowski as Chairman of the meeting and the appointment of Dominika Mazur and Anna Wróbel to the Scrutiny Committee. The voting data confirms a high level of shareholder alignment, as every resolution received zero "against" or "abstaining" votes. These decisions mark a strategic adjustment to PlayWay’s executive oversight during the late 2022 period.

mergers-acquisitions game-publishing poland

PlayWayDec 2022

Legal

Raport Bieżący ESPI Nr 17/2022: Powołanie Wiceprezesa Zarządu PlayWay S.A.

PlayWay S.A. formalizes a significant change to its executive leadership structure following resolutions passed during an Extraordinary General Meeting held on December 13, 2022. The company has officially expanded the composition of its Management Board to three members, consisting of one President and two Vice Presidents. This structural adjustment aligns with the company’s statutes and internal regulations regarding the governance of the issuing entity. Andrzej Włodzimierz Dudek has been appointed as the new Vice President of the Management Board, effective immediately upon the resolution date. His appointment is integrated into the current joint term of office, which originally commenced on November 27, 2020. This move strengthens the leadership tier of the Polish game developer and publisher, which is known for its extensive portfolio of simulation titles and its unique incubator-style business model involving numerous subsidiary studios. The appointment includes formal declarations regarding professional integrity and compliance. Andrzej Dudek confirmed that he does not participate in any competitive business activities, whether as a partner in a civil or personal partnership or as a member of a governing body in a competing capital company or legal entity. Furthermore, he is not listed in the Register of Insolvent Debtors maintained under the National Court Register Act. This regulatory filing fulfills the disclosure requirements for companies listed on the Warsaw Stock Exchange, ensuring transparency regarding the management personnel responsible for the company's strategic direction.

mergers-acquisitions employment poland

PlayWayDec 2022

Legal

Życiorys Zawodowy: Andrzej Włodzimierz Dudek

Andrzej Włodzimierz Dudek serves as the Vice President of the Management Board for the issuing entity, bringing over twenty years of international experience in investment banking, private equity, and corporate management. His professional background is supported by an elite academic foundation, having graduated with honors from the University of Cambridge and the Wharton School at the University of Pennsylvania. His studies focused on mathematics, computer science, and economics, earning him several prestigious scholarships including the Joseph Wharton and Benjamin Franklin awards. The scope of his career spans major financial hubs including New York and London, where he held significant roles at top-tier global firms. His experience includes positions at McKinsey & Company, Boston Consulting Group, and Booz Allen & Hamilton. Notably, he served as an analyst in mergers and acquisitions at Morgan Stanley and later as Vice President and Head of CEE Investment Banking at Barclays Capital. During his tenure at Barclays, he achieved substantial growth for the firm, nearly tripling results in the Central and Eastern European region and increasing the scale of operations in Poland fivefold. In addition to his banking career, he has held high-level executive and oversight positions within the energy and technology sectors. He previously served as the Vice President and CFO of Polskie Sieci Energetyczne S.A. and held supervisory board roles at Polkomtel S.A. and Elektrownie Szczytowo-Pompowe S.A. Currently, he is a member of the supervisory board of Erato Energy S.A. and the founder and CEO of Global Teleclinic & Assistance. His external business activities are formally classified as non-competitive with the issuer’s operations, and he maintains a clean legal standing with no entries in the National Debtors Register.

employment investment mergers-acquisitions+1

PlayWayDec 2022

Legal

Resolution No. 01/12/2022 of the Extraordinary General Meeting of 11 bit studios S.A.

The draft resolutions for the Extraordinary General Meeting of Shareholders of 11 bit studios S.A., scheduled for December 6, 2022, outline significant structural and administrative updates to the company’s governing statutes. The primary objective of these resolutions is to refine the legal framework of the company’s operations, specifically regarding the roles and responsibilities of the Supervisory Board and the Management Board, while ensuring compliance with the Polish Commercial Companies Code. Key findings include a technical update to the company’s business classification, specifically refining its entertainment and recreational activities under the PKD 93.29.B code. More substantial changes focus on corporate governance, such as clarifying that the three-year terms for both the Supervisory and Management Boards are to be calculated in full financial years. The resolutions also transition the Supervisory Board’s role regarding the acquisition of shares in other entities from a direct action to an oversight function, requiring their formal consent for such transactions. The proposed amendments introduce new procedural protocols for the Supervisory Board, including detailed rules for leadership succession during absences, meeting notification methods via digital and physical channels, and the ability to vote on items not originally on the agenda. A significant addition is the provision for the Supervisory Board to hire external advisors at the company’s expense to conduct specific analyses or audits, subject to a spending cap of 50% of the board's total compensation from the previous year. Finally, the resolutions seek to limit certain mandatory information obligations of the Management Board under the Commercial Companies Code, replacing them with a requirement to provide aggregated data on the company’s financial, operational, and personnel status. These changes take legal effect upon registration with the National Court Register.

mergers-acquisitions europe market-analysis+1

11 bit studiosDec 2022

Legal

Resolution No. 01/12/2022 of the Extraordinary General Meeting

These corporate resolutions document the proceedings of the Extraordinary General Meeting of 11 bit studios S.A., held in Warsaw on December 6, 2022. The primary purpose of the meeting was to elect leadership for the assembly, formalize the agenda, and vote on significant structural amendments to the company’s statutes. The meeting involved shareholders representing 994,359 shares, accounting for 41.80% of the total share capital. Participation was facilitated through both physical attendance and electronic communication means in accordance with the Polish Commercial Companies Code and COVID-19 related health regulations. The assembly successfully passed the first two resolutions. Przemysław Piotr Marszał was elected Chairman of the General Meeting by a unanimous secret ballot. Subsequently, the shareholders unanimously approved the six-point agenda, which included opening the meeting, electing the chairman, verifying the legality of the assembly, and addressing proposed changes to the company statutes. The third resolution, which proposed extensive amendments to the company’s statutes, failed to pass. Although it received 739,311 votes in favor (approximately 74.35% of the votes cast), it fell short of the three-quarters majority required by Article 415 § 1 of the Commercial Companies Code. The rejected amendments sought to redefine the company’s business classification, clarify that Supervisory Board and Management Board terms are calculated in full financial years, and grant the Supervisory Board the authority to hire external advisors at the company's expense. The proposal also included provisions to limit certain information obligations of the Management Board toward the Supervisory Board, replacing them with a requirement to provide aggregated data on financial and operational status. Because this resolution was not adopted, the existing statutes remained unchanged.

mergers-acquisitions game-publishing europe+1

11 bit studiosDec 2022

Presentation

Results Presentation: First Nine Months 2022

This analysis outlines the financial and operational performance of PCF Group S.A. (People Can Fly) for the first nine months of 2022. The primary thesis centers on the company’s strategic transition toward a self-publishing model and the expansion of its global production capabilities, despite facing financial headwinds due to the termination of a major development agreement with Take-Two Interactive. Financial data indicates a year-over-year decline in key metrics. Revenue for the first nine months of 2022 reached 130.9 million PLN, compared to 131.8 million PLN in the same period of 2021. EBITDA fell from 54.9 million PLN to 40.3 million PLN, while net profit decreased from 46.4 million PLN to 42.1 million PLN. These declines are attributed largely to the conclusion of the Take-Two partnership. However, the balance sheet shows a significant increase in development work in progress, rising from 25.9 million PLN at the end of 2021 to 95.7 million PLN by September 30, 2022. This shift reflects higher internal resource allocation toward self-published titles. The geographic and operational scope covers nine locations across Europe and North America, including studios in Warsaw, New York, and Montreal. The workforce grew substantially from 425 employees in September 2021 to 614 by September 2022. The group’s portfolio currently consists of seven projects, including major IPs such as Gemini, Dagger, and Bifrost, alongside VR titles like Thunder and Red. Four of these projects are in the pre-production phase. Methodologically, the findings are based on consolidated financial results and internal management reporting. The data highlights a pivot from purely work-for-hire contracts to a hybrid model emphasizing intellectual property ownership and independent publishing, supported by a growing international team and the integration of specialized studios like Incuvo for VR development.

investment game-publishing mergers-acquisitions+1

PCF GroupNov 2022

Financial

Q3 2022 Earnings Call

Stillfront Group AB demonstrated significant financial resilience during the third quarter of 2022, reporting a 36 percent year-over-year revenue increase and achieving an adjusted EBIT margin of 29 percent. This performance was underpinned by a strategic combination of acquisitions, favorable foreign exchange effects, and 1.4 percent organic growth, which notably outperformed a broader global mobile gaming market currently facing post-pandemic contraction. The company’s operational cash flow reached a milestone of over SEK 2 billion on a last-twelve-months basis, supported by a diversified portfolio that has expanded to 77 active games. The organizational strategy centers on a disciplined capital allocation model that prioritizes high-performing studios and dynamic user acquisition spending. While certain subsidiaries like Storm8 and KIXEYE have faced efficiency challenges or market softening, these are offset by the success of strategy titles and the integration of high-growth assets like Jawaker. The "Stillops" platform serves as a critical driver for synergy, facilitating the transition of acquired entities toward higher-margin, first-party game development. This portfolio-wide approach ensures that overall profitability remains stable even as individual studios experience natural fluctuations in performance. Looking ahead, the pipeline remains robust with 50 new products in development and a high conversion rate for recent launches. Management anticipates continued acceleration in organic growth through the remainder of 2022 and into 2023, bolstered by a strong liquidity position and SEK 2.2 billion in unutilized credit. By focusing on live operations and regional expansion for long-term assets, the group aims to maintain a consistent EBITDA margin between 35 and 40 percent, reinforcing its position as a consolidated leader in the global gaming industry.

market-analysis mergers-acquisitions investment+1

StillfrontOct 2022

Legal

Informacja o transakcji zbycia akcji SimFabric S.A.

PlayWay S.A., a prominent Warsaw-based game developer and publisher, has finalized the complete divestment of its ownership stake in SimFabric S.A. This regulatory disclosure, issued in October 2022, confirms the settlement of a transaction involving the sale of 2,810,000 shares. These shares represented a significant 44.96% interest in the total voting rights at the General Meeting of SimFabric S.A., a company listed on the regulated market of the Warsaw Stock Exchange. The financial terms of the divestment involved a sale price of 2.00 PLN per share, with each share carrying a nominal value of 0.10 PLN. Following the settlement of this transaction, PlayWay S.A. no longer holds any equity interest or voting rights in SimFabric S.A. This move marks a definitive exit for the parent company from its substantial position in the subsidiary, concluding a process previously outlined in earlier corporate communications from the same month. The transaction was executed in compliance with Polish public offering laws and the European Union’s Market Abuse Regulation regarding the disclosure of inside information. By liquidating its entire holding of over 2.8 million shares, PlayWay S.A. has effectively shifted its portfolio composition within the Polish gaming sector. The notification serves as a formal update to investors and regulatory bodies concerning the change in major shareholdings and the resulting lack of capital ties between the two entities.

mergers-acquisitions investment poland

PlayWayOct 2022

Legal

Informacja o Zakończeniu Procesu Budowy Księgi Popytu na Akcje SimFabric S.A.

PlayWay S.A. announced the successful completion of the book-building process for the sale of its entire remaining stake in SimFabric S.A. on October 14, 2022. This transaction marks a significant divestment for PlayWay, a major player in the Polish gaming sector, as it exits its position in the Warsaw Stock Exchange-listed developer. The sale involves 2,810,000 dematerialized shares, representing 44.96% of the total voting rights and share capital of SimFabric. The sale price was established at 2.00 PLN per share. Following the settlement of this transaction, scheduled for October 17, 2022, PlayWay will no longer hold any shares in SimFabric. This move follows an initial announcement made on October 5, 2022, regarding the intent to launch the accelerated book-building process. The transaction was conducted under the legal framework of the Market Abuse Regulation (MAR) and was restricted to specific jurisdictions, excluding the United States, Australia, Canada, South Africa, and Japan to comply with international securities laws. The scope of this action is focused on the Polish capital market, specifically targeting institutional or qualified investors capable of participating in such book-building processes. The divestment reflects a strategic shift or portfolio rebalancing by PlayWay regarding its subsidiary holdings. While the document provides the financial terms and volume of the sale, it also cautions potential investors about the inherent risks associated with equity instruments and the specific operational environment of SimFabric S.A. within the gaming industry.

investment mergers-acquisitions poland

PlayWayOct 2022

Legal

Information on the Start of Building a Demand Ledger for SimFabric Shares

PlayWay S.A., a prominent Polish game developer and publisher, initiated the sale of its entire stake in SimFabric S.A. on October 5, 2022. The transaction involves the disposal of up to 2,810,000 shares, representing 44.96% of the total share capital and voting rights in SimFabric. Ipopema Securities S.A. was appointed to manage the accelerated book-building process, which targeted selected domestic and international institutional investors. The divestment strategy is driven by an internal review of synergies among PlayWay Group companies listed on the Warsaw Stock Exchange. Management determined that SimFabric’s development strategy no longer sufficiently aligned with the parent company's broader objectives. Capital raised from this sale is earmarked for reinvestment into existing and future subsidiaries and development teams within the PlayWay ecosystem. The transaction was structured as a public offering exempt from the requirement to publish a formal prospectus under European Union and Polish regulations. While the process was expected to conclude by October 14, 2022, the terms granted PlayWay the flexibility to adjust the volume of shares or cancel the offering without providing a specific reason. Depending on the final volume sold, the seller may also be subject to lock-up agreements regarding any residual holdings. The offering was specifically restricted from certain jurisdictions, including the United States, Canada, Japan, and Australia, to comply with international securities laws.

investment mergers-acquisitions poland

PlayWayOct 2022

Report

Gaming Industry Report: Q4 2022

The analysis presents a comprehensive overview of the global gaming market in 2022 and its projected trajectory to 2027, emphasizing a modest expansion of the sector’s revenue base and a shifting investment landscape. The market reached $184.4 billion in 2022, a 2.3 % year‑over‑year increase, and is forecast to climb to $283 billion by 2027, reflecting an annual growth rate of roughly 9 %. Mobile platforms remain the dominant distribution channel, accounting for $116 billion of consumer spend in 2021, or 64 % of total gaming revenue, while console and emerging XR segments experience divergent pressures. Venture capital activity illustrates a pronounced contraction after a 2021 peak, with total funding falling from $8.8 billion to $5.3 billion in 2022 and growth‑stage deals declining despite a stable number of transactions. Funding for web3 gaming collapsed by 83 % in Latin America and saw a global downturn, driven by concerns over token utility, game quality, and high-profile fraud incidents. Concurrently, regulatory scrutiny intensified, particularly around data‑privacy measures such as Apple’s IDFA and Google’s AAID, which have raised user‑acquisition costs and forced developers to prioritize content depth over advertising efficiency. Corporate liquidity underscores a robust M&A environment: gaming firms collectively hold $47.7 billion in cash, while major tech companies with gaming divisions command $157 billion. Nevertheless, gaming‑focused ETFs underperformed, with ESPO and GAMR posting year‑to‑date declines of 35 % and 37 % respectively. The report draws on a blend of public market data, venture‑capital databases, and industry surveys from sources such as CB Insights, Newzoo, and major console manufacturers, covering all major regions and spanning the period from 2019 through Q4 2022.

market-analysis investment global+2

KonvoyOct 2022

Legal

Raport bieżący nr 22/2022: Zawarcie porozumienia o rozwiązaniu umowy produkcyjno-wydawniczej z Take‑Two Interactive

The termination of the production and distribution agreement between PCF Group S.A., its subsidiary People Can Fly U.S., and Take-Two Interactive Software marks a significant shift in the development trajectory of the action RPG codenamed Project Dagger. Effective September 23, 2022, the parties formalized an Understanding of Termination regarding the original July 2020 contract, which had previously granted Take-Two exclusive rights to fund and publish the title. This move transitions the project from a third-party funded model to one where People Can Fly retains full intellectual property rights and control over future commercialization. The financial settlement dictates that People Can Fly is not required to immediately repay the development advances received during the production period. Instead, the developer is obligated to pay Take-Two a fixed sum of $20 million, contingent upon the game’s commercial release. The repayment structure varies based on the chosen distribution path: if the game is self-published, the amount will be paid through quarterly royalties until the $20 million threshold is met; if a new third-party publisher is secured, the sum must be paid in two equal installments within 12 months of the game's launch. Notably, if the project is never commercially released, no repayment is required. By declining to exercise its buyout option for the intellectual property, Take-Two has allowed all rights to revert to People Can Fly. This outcome enables the developer to pursue independent publishing or seek alternative partnerships for the North American-developed title. The agreement reflects a strategic pivot for the Polish-headquartered PCF Group, emphasizing their intent to maintain ownership of their creative assets while managing the financial liabilities associated with high-budget game development.

mergers-acquisitions game-publishing usa+1

PCF GroupOct 2022

Financial

Raport z Przeglądu Skróconego Śródrocznego Sprawozdania Finansowego 2022

The independent auditor’s review of the condensed interim financial statements for PCF Group S.A. confirms that the company’s financial reporting for the first half of 2022 adheres to established international accounting standards. The review encompasses the financial position as of June 30, 2022, along with the statements of profit or loss, comprehensive income, changes in equity, and cash flows for the six-month period beginning January 1, 2022. This assessment covers the Warsaw-based parent entity of the People Can Fly group, a prominent developer in the global video game industry. The methodology employed by Grant Thornton Frąckowiak follows National Review Standard 2410, which aligns with International Standard on Review Engagements 2410. This process primarily involves inquiries with personnel responsible for financial and accounting matters, supplemented by analytical procedures and other evaluative techniques. It is important to note that a review is significantly narrower in scope than a full audit conducted in accordance with National Auditing Standards. Consequently, the auditors do not express a formal audit opinion, as the procedures performed do not guarantee the identification of all significant matters that might be uncovered during a comprehensive audit. The final conclusion indicates that no information came to the auditors' attention suggesting that the interim financial statements were not prepared, in all material respects, in accordance with International Accounting Standard 34 regarding interim financial reporting as adopted by the European Union. The findings validate the integrity of the financial disclosures provided by the management board for the specified period, ensuring transparency for shareholders regarding the company's fiscal health during the first half of the 2022 financial year.

investment mergers-acquisitions market-analysis+1

Grant ThorntonSept 2022

Legal

Current Report No. 19/2022: Information on the Proposed Termination of Cooperation with Publisher Take‑Two

PCF Group S.A. announced the proposed termination of its production and publishing agreement with Take-Two Interactive Software regarding the development of Project Dagger. The termination, initiated by Take-Two in September 2022, marks the end of a partnership established in July 2020. While the parties had completed all milestones and payments for the first half of 2022, they failed to reach an agreement on a new work schedule for the next phase of development, leading to the decision to part ways. The proposed termination agreement includes favorable settlement terms for PCF Group, specifically regarding the repayment of development advances. The repayment amounts are structured to vary depending on whether the title is eventually released through a self-publishing model or with a new third-party publisher. Notably, Take-Two has declined to exercise its option to buy out the intellectual property rights, leaving PCF Group as the sole owner of the Project Dagger IP. This shift in the business relationship necessitates a change in accounting treatment. Expenditures on Project Dagger will now be recorded as development costs under International Accounting Standard 38, which is expected to significantly impact the Group’s financial results for the first half of 2022 and subsequent periods. PCF Group intends to continue development using its own resources, though it remains open to debt financing or securing a new publishing partner. Despite the termination, the company maintains its strategic goal of releasing at least one game annually starting in 2024, utilizing both self-publishing and traditional publisher-led models.

mergers-acquisitions game-publishing market-analysis+1

PCF GroupSept 2022

Report

Drake Star Global Gaming Report Q3 2022

The global gaming industry experienced a year of unprecedented transaction volume through the first nine months of 2022, reaching a total disclosed deal value of $123 billion across 976 transactions. While a record-breaking first quarter gave way to a macroeconomic slowdown, the third quarter demonstrated resilience through a resurgence in activity, including 81 announced mergers and acquisitions and 216 private financings. This period was defined by a stark contrast between robust private investment and significant public market volatility, where major entities like Ubisoft and Roblox saw stock valuations decline by more than 45% since early 2021. Blockchain and Web3 gaming emerged as the primary catalysts for private capital, accounting for nearly half of all private financing value and 40% of total deal rounds in the third quarter. Significant capital infusions, such as Epic Games’ $2 billion round and the $4.5 billion raised for dedicated crypto gaming funds in May 2022, underscore the sector's shift toward decentralized models and "free-to-own" mechanics. Venture capital activity remained concentrated among top-tier firms like Andreessen Horowitz and Animoca Brands, even as the broader public market faced contraction and a quiet IPO landscape. Strategic consolidation remains a dominant trend as major players like Microsoft, Tencent, and Savvy Games Group leverage lower public valuations to pursue mid-sized acquisitions and take-private events. This shift toward consolidation is increasingly driven by a necessity for profitability and margin maintenance, particularly in high-growth regions like Southeast Asia and India, where strong revenue growth has been offset by negative EBITDA margins. Moving forward, the industry appears positioned for continued structural realignment as strategic buyers capitalize on market corrections to secure long-term intellectual property and technological infrastructure.

market-analysis mergers-acquisitions investment+1

Drake Star PartnersSept 2022

Financial

Gaming Deals Activity Report Q1‑Q3'22

The analysis tracks deal activity across the global gaming ecosystem during the first three quarters of 2022, quantifying both merger‑and‑acquisition (M&A) and venture‑capital trends to assess how regulatory shifts and macro‑economic conditions reshaped investment patterns. A total of 626 transactions closed, generating $51.4 billion in value—a 31 percent rise over the same period in 2021—yet the quarterly count of deals contracted sharply, falling from 80 in Q1 to 55 by Q3. This contraction is attributed to heightened regulatory scrutiny, the fallout from the IDFA privacy changes, and a broader slowdown in economic confidence. M&A activity remained the dominant driver, accounting for roughly 73 percent of total deal value, with gaming‑specific mergers representing 72 percent of that share, underscoring the sector’s preference for consolidation over organic growth. In contrast, venture investment slipped 25 percent year‑over‑year, reflecting investor caution amid the same external pressures. Within the venture segment, crypto‑gaming emerged as a distinct outlier: Series A rounds averaged $40 million, markedly above the $25 million average across all gaming deals, highlighted by sizable raises such as Jot Art’s $55 million, Iskra’s $34 million, and Planetarium Labs’ $32 million. Overall, the period illustrates a market in transition, where large‑scale M&A continues to capture the bulk of capital while emerging niches like crypto‑gaming attract disproportionately high funding despite a general retreat in venture activity. The findings suggest that future deal flow will likely hinge on regulatory clarity and the ability of niche segments to sustain investor enthusiasm in a constrained macro environment.

mergers-acquisitions investment market-analysis+1

InvestGameSept 2022

Report

Global Gaming Report H1 2022

The first half of 2022 marked the most active period in the history of the gaming industry, characterized by unprecedented consolidation and record-breaking investment levels. Total deal value exceeded $107 billion across 651 transactions, with mergers and acquisitions accounting for $95 billion of that total. This surge was primarily driven by massive strategic consolidations, most notably Microsoft’s acquisition of Activision Blizzard and Take-Two’s purchase of Zynga. While the public markets faced significant headwinds and valuation corrections, the private sector remained resilient, securing $7 billion in financing across nearly 500 deals. Blockchain gaming and metaverse infrastructure emerged as the dominant catalysts for growth, representing over half of all financing transactions in the second quarter. This sector attracted more than $2.2 billion in funding, supported by the launch of multi-billion dollar funds from major venture capital firms. Despite the robust private activity, public gaming stocks largely underperformed, leading to a shift in investor focus toward high-quality, profitable targets. The absence of activity in the IPO and SPAC markets further underscored a transition toward private equity and strategic M&A as the primary vehicles for industry movement. The industry landscape is currently defined by a divergence between aggressive private investment and cautious public market sentiment. As valuation multiples adjust to new economic realities, the sector is positioned for a second half of the year focused on opportunistic acquisitions and potential take-private transactions. The continued integration of Web3 technologies and the entry of massive capital reserves suggest that while the pace of "mega deals" may fluctuate, the fundamental restructuring of the gaming ecosystem toward a consolidated, blockchain-integrated future remains the central trajectory for the global market.

market-analysis mergers-acquisitions investment+3

Drake Star PartnersJul 2022

Legal

Komunikat o Przekroczeniu Progu: TFI Allianz Polska

TFI Allianz Polska S.A. issued a formal notification regarding a significant change in its shareholding in the Polish game development company 11 bit studios S.A. following a corporate merger. The primary purpose of the communication is to fulfill legal disclosure requirements under the Polish Act on Public Offering, specifically concerning the crossing of ownership thresholds in a public company. The change was triggered by the merger of TFI Allianz Polska S.A. with Aviva Investors Poland TFI S.A., which took place on July 1, 2022. Prior to the merger, funds managed by TFI Allianz Polska S.A. held 81,240 shares, representing 3.41% of the share capital and total voting rights of 11 bit studios S.A. Following the absorption of Aviva Investors Poland TFI S.A., the consolidated entity’s stake increased significantly. The combined funds now control 206,773 shares, which equates to 8.69% of the company’s share capital and an identical 8.69% of the total votes at the general meeting. This consolidation effectively transfers the voting rights previously held by Aviva Investors to the Allianz group. The scope of this disclosure is limited to the Polish capital market and specifically concerns the institutional investment segment within the video game industry. The notification confirms that there are no subsidiaries holding additional shares, nor are there any financial instruments involved that could lead to further changes in voting rights. This administrative shift reflects a broader consolidation within the Polish financial sector, impacting the ownership structure of one of the country's prominent game developers.

investment mergers-acquisitions poland

11 bit studiosJul 2022

Legal

Raport Bieżący Nr 18/2022

Square Enix Limited has exercised its right to acquire the fourth tranche of Series A subscription warrants in PCF Group S.A., the parent company of the game development studio People Can Fly. This transaction, finalized on June 30, 2022, involves 90,000 warrants, each entitling the publisher to subscribe to one Series C ordinary bearer share at an issue price of 50 PLN per share. This specific price aligns with the valuation established during the company’s initial public offering in late 2020. The issuance of this fourth tranche was triggered by a specific performance milestone, as PCF Group’s revenues from its agreements with Square Enix exceeded the threshold of 180 million PLN. This development is part of a broader investment agreement established in August 2021, which allows for a maximum of six warrant tranches. With the completion of this fourth stage, Square Enix has now acquired a total of 360,000 warrants, representing approximately 1.2% of the company’s share capital and total voting rights. Under the terms of the agreement, Square Enix is now eligible to exercise its right to convert these warrants into Series C shares for the first time. While the publisher has until December 31, 2025, to exercise these rights, PCF Group currently has no information regarding the publisher's specific timeline for conversion. Should Square Enix eventually acquire all shares available through the full six tranches, its total stake in the Polish developer is projected to reach approximately 1.8% of the share capital. This strategic financial arrangement underscores the deepening commercial relationship between the developer and the publisher within the global gaming market.

investment mergers-acquisitions market-analysis+2

PCF GroupJun 2022

Legal

Raport bieżący nr 16/2022

The Management Board of PCF Group S.A., the Warsaw-based parent company of the game development studio People Can Fly, formally announced a significant modification to the agenda of its Ordinary General Meeting held on June 28, 2022. During this session, the assembly elected to withdraw three specific items from consideration that were originally intended to establish a long-term incentive structure for the company. This regulatory filing, issued in accordance with Polish financial transparency laws, details the suspension of corporate actions regarding the group’s capital structure and employee compensation strategies. The withdrawn items included the adoption of a Multi-Year Incentive Program designed for key personnel within the company and its capital group, as well as a resolution for a conditional increase in share capital through the issuance of Series E ordinary shares. Additionally, the assembly removed a proposal concerning the issuance of Series C subscription warrants, which would have involved waiving pre-emptive rights for existing shareholders and seeking the admission of new shares to the regulated market on the Warsaw Stock Exchange. This shift in the meeting’s scope was initiated by a specific group of major shareholders, including Sebastian Wojciechowski, Bartosz Kmita, Bartosz Biełuszko, and Krzysztof Dolaś. Acting as parties to a pre-existing shareholder agreement, these individuals utilized their rights under the Commercial Companies Code to propose an amended agenda that deleted the resolutions pertaining to the incentive program. The decision reflects a strategic pause or pivot in the company’s approach to equity-based compensation and capital expansion during the mid-2022 period, specifically affecting the governance and financial planning of the People Can Fly capital group.

investment mergers-acquisitions europe+2

PCF GroupJun 2022