M&A Activity • Apr 27, 2021
M&A Activity
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Huuuge,Inc., (the "Issuer") hereby reports that on April 27, 2021, HuuugeGlobal Ltd. with its registered office in Larnaca, Cyprus ("HuuugeGlobal"), a wholly owned subsidiary of the Issuer entered into theAsset Purchase Agreement ("APA") under which it acquired from PICADILLAGAMES Adziński, Porzucek, Czerenkiewicz sp. k. with its registeredoffice in Wrocław, Poland ("Picadilla") the mobile game Traffic Puzzletogether with the related rights and assets, for the amount of USD38,900,000.00 ("Purchase Price").
ThePurchase Price will be paid to Picadilla in the following manner:
USD9,500,000.00 within 10 business days from the signing of the APA;
USD25,000,000.00 within 15 business days from the completion of thehandover of the acquired assets;
USD4,400,000.00 within 15 business days from the first anniversary ofthe completion of the handover of the acquired assets.
Togetherwith the APA, Huuuge Global and Picadilla concluded a developmentagreement relating to the maintenance, support and development ofTraffic Puzzle mobile game, which was concluded from the period untilthe completion of the handover of the acquired assets (in any case nolonger than 9 months from the date of signing of the APA).
Inaddition, Huuuge Global and Picadilla entered into a service agreementunder which Picadilla will provide support and advice and shareknowledge regarding the Traffic Puzzle game for a period of 12 monthscommencing on the next day following the completion of the handover ofacquired assets. Under the service agreement, Picadilla will receive USD100,000.00.
Thecurrent Game Publishing Agreement between Huuuge Global and Picadillahas been terminated.
Theacquisition of Traffic Puzzle marks the first significant milestone forthe Issuers growth and M&A strategy, as it expands its reach into thehigh-growth casual games segment. Having Traffic Puzzle in its portfoliowill also enable the Issuer to accelerate its revenue diversificationand that game will quickly become the Issuer's third most popular gameafter Huuuge Casino and Billionaire Casino.
Atthe same time, the Issuer hereby informs that pursuant to Art. 17.4 ofthe Regulation (EU) No 596/2014 of the European Parliament and of theCouncil of 16 April 2014 on market abuse (market abuse regulation) andrepealing Directive 2003/6/EC of the European Parliament and of theCouncil and Commission Directives 2003/124/EC, 2003/125/EC and2004/72/EC (the "MAR"), on March 11, 2021, it has decided to delay thedisclosure of information to the public concerning the signing of aletter of intent between Huuuge Global and Picadilla on March 11, 2021related to the potential acquisition of Picadilla's assets by HuuugeGlobal. The Issuer's decision arose from the fact that immediatedisclosure was likely to prejudice the legitimate interests of theIssuer and its group by the negative impact on the Transaction and thepotentially being misleading due to possible misinterpretation of theintentions of the Issuer and its group in the negotiations. Acting basedon Art. 17.4 of the MAR, the Issuer will provide information to thePolish Financial Supervision Authority on the delay of disclosure ofinside information to the public together with written explanations.
Legalbasis: Art. 17 section 1 and 4 of MAR
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