Fragbite Group AB (publ) (OM:FRAG) agreed to acquire 100% stake in Fall Damage AB from founders Anders Gyllenberg, Mikael Kalms, Markus Nyström, Dan Vaderlind and others for approximately SEK 420 million on October 11, 2023. As a part consideration Fragbite Group AB will pay an initial purchase price of SEK 20 million, out of which SEK 10 million is paid in cash to an external institutional owner and SEK 10 million with 4,291,845 newly issued shares at a subscription price of SEK 2.33 per share, which are issued to the four founding members of Fall Damage Holding AB with a lock-up agreements during a period of 36 months from the entry date and onwards. While coming to the earnout part Fragbite Group AB will pay the maximum earn-out of SEK 400 million based on the results of Fall Damage during the period 2024-2027 to the founders.

In this earnout at a minimum half of the additional purchase price could be paid in cash and option of paying the remaining half of the earn-out in newly issued shares in Fragbite Group. The shares which are issued through earnout with lock-up agreements for a period of 12 months from the date of delivery of the shares. Payment of the earnout shall be made during the second quarter of 2028.

Fragbite Group AB issuing the new shares to finance this acquisition of Fall Damage and the continued operation of Fall Damage and the development of its tactical FPS game ALARA Prime until launch. The founders will remain in Fall Damage after the acquisition. The Acquisition is expected to be finalised within two weeks.

Hansen Advokatbyrå Ab acted as legal advisor to Fragbite Group AB (publ) (OM:FRAG).