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The US$40 million deal will mark the AIM-listed video games publisher's entry into the lucrative expandable games market.
European law firm Fieldfisher has acted for London AIM-listed Devolver Digital, Inc, an award-winning digital publisher and developer of indie video games, on its acquisition of US-based video game developer System Era Softworks, Inc. for up to US$40 million.
Fieldfisher advised on the UK legal, regulatory and capital markets aspects of the deal, acting alongside US law firm Foley & Lardner LLP.
Established in 2014 and based in Seattle, System Era is an award-winning, multi-platform video game developer behind Astroneer, a highly successful, space-exploration themed, multiplayer sandbox adventure game.
To-date Astroneer has generated over US$87 million of gross revenues and been played by over 13 million people.
Astroneer was designed as an Expandable Game title and has regular content releases, meaning that major updates are periodically released.
The Expandable Games model bridges the gap between the risk of free-to-play games and the large acquisition cost of non-Games as a Service (GaaS) premium titles.
The acquisition represents a strategic opportunity for Devolver to extend its reach beyond its core strength of premium indie titles, leveraging System Era’s knowledge of Expandable Game style development, as well as its live operations technology and existing IP.
Total consideration of up to US$40 million is to be satisfied by US$22 million initial consideration, made up of US$20 million cash on closing and US$2 million of shares and cash to be issued and paid on the 12-month anniversary of closing, as well as $10 million deferred consideration, and up to US$8 million potential earn out, both payable in cash and shares.
The Fieldfisher team advising Devolver on the deal was led by Corporate Partner Ed Westhead.
Commenting on the deal, Ed Westhead said:
"We were pleased to advise Devolver on this key acquisition, having advised the company on its AIM IPO in 2021, which was one of the largest IPOs in AIM's history. Gaming remains a bright spot for dealmaking, particularly in relation to M&A."
"Congratulations to Devolver on this important deal."
Brian Chadwick, Group General Counsel at Devolver, added:
"We are excited to close the acquisition of System Era and welcome them to the Devolver group.
"Like the IPO, Ed and the team at Fieldfisher provided essential expertise, advise and transaction support to Devolver throughout the transaction. We have come to recognise and rely on Fieldfisher as an indispensable legal and corporate partner as well as a thoughtful strategic sounding board for our business".
Fieldfisher's market-leading and award-winning Equity Capital Markets team is based in London and spread across Europe with dedicated expertise in all types of equity capital market transactions including initial public offerings (IPOs) and follow-on offerings; rights offerings; listings in international markets; and public company takeovers. We act for over 50 companies quoted on the Official List, AIM, Euronext Growth, Aquis Stock Exchange (AQSE), as well as investment banks, brokers, sponsors and nominated advisers.