TOKYO–(BUSINESS WIRE)–SQUARE ENIX HOLDINGS CO., LTD. (the “Company”) today signed a share transfer agreement with Sweden-based Embracer Group AB concerning the divestiture of select overseas studios and IP (the “Transaction”). The Company’s primary assets to be divested in the Transaction are group subsidiaries such as CRYSTAL DYNAMICS, INC.; EIDOS INTERACTIVE CORP. and IP such as TOMB RAIDER, Deus Ex, Thief, and Legacy of Kain. At the Company Board of Directors meeting held on 27 April, 2022, the Board resolved to entrust Representative Director Yosuke Matsuda with the right of final decision. All conditions having being met, the share transfer agreement was concluded today.
1. Purpose of the Transaction
The Transaction will assist the Company in adapting to the changes underway in the global business environment by establishing a more efficient allocation of resources, which will enhance corporate value by accelerating growth in the Company’s core businesses in the digital entertainment domain. In addition, the Transaction enables the launch of new businesses by moving forward with investments in fields including blockchain, AI, and the cloud. The move is based on the policy of business structure optimization that the Company set forth under the medium-term business strategy unveiled on May 13, 2021.
The Transaction will also provide an opportunity to better align our overseas publishing function with our organization in Tokyo, revisit the current governance structure and associated reporting lines, and advance integrated group management with the goal of maximizing the worldwide revenue generated from future titles launched by the group’s studios in Japan and abroad.
Going forward, the Company’s development function will comprise its studios in Japan, Square Enix External Studios, and Square Enix Collective. The Company’s overseas studios will continue to publish franchises such as JUST CAUSE, OUTRIDERS, and Life is Strange.
Primary companies, IP to be divested
a.
Primary companies to be divested
(1)
Company name
CRYSTAL DYNAMICS, INC.
(2)
Headquartered
1400A Seaport Boulevard, Suite 300 Redwood City, California 94063 USA
(3)
Name and title of representative
Rogers Philip Timo, Director
(4)
Business description
Planning and development of entertainment products
(5)
Stated capital
US$40 million
(6)
Established
July 8, 1992
(7)
Major shareholder & shareholding ratio
Eidos, Inc., 100％
(8)
Relationships between parties
Capital relationship
The Company indirectly owns 100% of the shares outstanding in Crystal Dynamics, Inc.
Personal relationship
Not applicable
Business relationship
Plans and develops content for publication by group subsidiaries
Applicability to related parties
Crystal Dynamics, Inc. is a third-generation subsidiary of the Company.
(9)
Business and financial performance over the most recent three years (USD$’000)
Fiscal year
March 2019
March 2020
March 2021
Total equity
(144)
2,410
5,750
Total assets
19,000
17,927
22,889
Equity per share (USD$)
(1.44)
24.10
57.50
Revenue
66,923
81,144
92,277
Operating income
2,856
3,465
3,876
Ordinary income
2,202
2,681
3,592
Net income
2,148
2,554
3,340
Earnings per share
(USD$)
21.48
25.54
33.40
Dividend per share
(USD$)
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(1)
Company name
EIDOS INTERACTIVE CORP.
(2)
Location
400 De Maisonneuve Boulevard West, 6th Floor, Montreal QC H3A 1L4, Canada
(3)
Name and title of representative
Rogers Philip Timo, Director
(4)
Business description
Planning and development of entertainment products
(Development studios: Eidos-Montréal, Square Enix Montréal)
(5)
Stated capital
CAN$6.2 million
(6)
Established
March 5, 2007
(7)
Major shareholder & shareholding ratio
Square Enix Ltd., 100％
(8)
Relationships between parties
Capital relationship
The Company indirectly owns 100% of the shares outstanding in Eidos Interactive Corp.
Personal relationship
Not applicable
Business relationship
Plans and develops content for publication by group subsidiaries.
Applicability to related parties
EIDOS INTERACTIVE CORP. is a second-generation subsidiary of the Company.
(9)
Business and financial performance over the most recent three years (CAN$’000)
Fiscal year
March 2019
March 2020
March 2021
Total equity
28,491
29,550
30,198
Total assets
64,841
96,484
88,373
Equity per share (CAN$)
45.95
47.66
48.71
Revenue
73,203
75,635
99,857
Operating income
2,963
3,270
4,079
Ordinary income
3,112
1,954
3,072
Net income
5,318
1,059
647
Earnings per share
(CAN$)
8.58
1.71
1.04
Dividend per share
(CAN$)
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―
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Primary IP to be divested
TOMB RAIDER, Deus Ex, Thief, and Legacy of Kain franchises, among others
3.
Profile of counterparty to the Stock Transfer
(1)
Company name
Embracer Group AB
(2)
Headquartered
Älvgatan 1 Karlstad Sweden
(3)
Name and title of representative
Lars Wingefors, Co-founder & Group CEO
(4)
Business description
Embracer Group is the parent company of businesses developing and publishing PC, console, mobile and board games and other related media for the global gaming and entertainment market
(5)
Stated capital
1.3 million Swedish Krone
(6)
Established
2011
(7)
Total equity
27,165 million Swedish Krone (as of end-March 2021)
(8)
Total assets
33,752 million Swedish Krone (as of end-March 2021)
(9)
Major shareholder & shareholding ratio
(as of end-March 2021)
Lars Wingefors AB
28.39%
S3D Media Inc.
9.07%
Swedbank Robur Fonder
5.94%
Canada Pension Plan Investment Board
5.94%
(10)
Relationships between parties
Capital relationship
Not applicable
Personal relationship
Not applicable
Business relationship
Not applicable
Applicability to related parties
Not applicable
Number of shares to be transferred, number of shares owned and ratio of voting rights before and after the transfer
Company Name
CRYSTAL DYNAMICS,INC.
EIDOS INTERACTIVE CORP.
(1)
Number of shares owned before transfer
100,000 shares
(Number of voting rights: 100,000)
(Ratio of voting rights: 100%)
620,000 shares
(Number of voting rights: 620,000)
(Ratio of voting rights: 100%)
(2)
Number of shares to be transferred
100,000 shares
(Number of voting rights: 100,000)
620,000 shares
(Number of voting rights: 620,000)
(3)
Number of shares after transfer
－ shares
(Number of voting rights: －)
(Ratio of voting rights: －%)
－ shares
(Number of voting rights: －)
(Ratio of voting rights: －%)
*The transfer price is $US 300mil.
5. Transaction schedule
Board of Directors resolution (*1)
April 27, 2022
Conclusion of share transfer agreement
May 2, 2022
Date of share transfer(*2)
Expected to be complete during July and September, 2022.
*1: The Company Board of Directors resolved to entrust the final approval of the Transaction to Company Representative Director Yosuke Matsuda.
*2: The transaction is subject to various regulatory and other external approvals.
6. Future outlook
The Company is currently assessing how the Transaction might impact its earnings for the fiscal year ending March 2023 and will make an immediate announcement should any information warranting disclosure be identified.
Advisors
Goldman Sachs Japan Co., Ltd., and Skadden, Arps, Slate, Meagher & Flom LLP acted as financial advisor and legal counsel to the Company on this transaction, respectively