Atari introduced as we speak that it has entered into an settlement to amass Nightdive Studios.
Atari stated the transfer will enable the corporate to complement its massive library of owned franchises, leverage Nightdive’s proprietary expertise, and use the studio’s publishing capabilities to help Atari’s retro-focused development technique.
Nightdive Studios principals Stephen Kick and Larry Kuperman stated of the information: “Nightdive and Atari have an extended historical past collectively and we all know that Atari shares our ardour for retro video games and our give attention to producing high-quality new and remastered video games that do justice to the unique IP. As we glance to develop our enterprise and increase our capabilities, we might consider no higher long-term accomplice than Atari.”
Led by trade veterans Stephen Kick and Larry Kuperman, Nightdive is a full service improvement and publishing firm with experience in restoring, optimizing, and publishing traditional video video games. Nightdive has printed over 100 titles and has garnered crucial acclaim for his or her releases of seminal trade and fan-favorite titles together with System Shock, DOOM 64, and Quake.
Nightdive’s most up-to-date mission is a remastered model of traditional first-person shooter recreation System Shock, which is without doubt one of the most-anticipated retro releases of 2023. System Shock is now out there for pre-order on Steam, GOG and Epic Video games.
A key to the success of Nightdive is their proprietary KEX engine that makes traditional video games playable on trendy {hardware} and provides the studio the power to boost and enhance upon the unique to satisfy the expectations of up to date gamers. The studio’s repute and deep trade information have made them a go-to accomplice for among the largest names in gaming and media and allowed them to develop a diversified portfolio of titles.
For the fiscal 12 months ended December 2022, Nightdive has reported income of roughly US$3.0 million1. The founders personal 87% of the Firm’s shares whereas Wade Rosen, Chairman and CEO of Atari, owns a minority stake of 13%.
With this acquisition Atari will enrich its massive library of owned IP, be capable to leverage Nightdive’s proprietary expertise, and make the most of Nightdive’s publishing capabilities to help Atari’s retro-focused development technique.
This acquisition has been accredited unanimously by the disinterested members of the board of Atari, it being specified that Wade Rosen didn’t take part to the vote.
Wade Rosen, Chairman and CEO of Atari, commented: “Nightdive’s confirmed experience and profitable monitor document in commercializing retro IP is well-aligned with Atari’s technique and I’m assured that their mixed expertise, expertise and IP portfolio will contribute to Atari’s future success.”
Stephen Kick and Larry Kuperman, principals of Nightdive commented: “Nightdive and Atari have an extended historical past collectively and we all know that Atari shares our ardour for retro video games and our give attention to producing high-quality new and remastered video games that do justice to the unique IP. As we glance to develop our enterprise and increase our capabilities, we might consider no higher long-term accomplice than Atari.”
Phrases and Timing of the Acquisition
The acquisition value of Nightdive will include (i) an preliminary consideration of US$10 million payable half in money and half in Atari shares on the closing of the acquisition (see beneath) plus (ii) an earn-out of as much as US$10 million, payable in money over the subsequent three years primarily based on the long run efficiency of Nightdive.
It’s anticipated that the acquisition of Nightdive shall be accomplished in April 2023.
Financing of the Acquisition
- The preliminary consideration shall be paid half in money (for US$5 million) and half in newly issued Atari extraordinary shares (for US$5 million). The calculation of the variety of Atari shares to be issued shall be primarily based on the 20-day quantity weighted common value of Atari shares on Euronext Development previous to the tenth day previous to the closing of the transaction.
- The brand new Atari shares shall be issued by the Firm, represented by the board of administrators of Atari, by means of a contribution in sort (apport en nature) of Nightdive shares to Atari appearing pursuant to the 18th decision of Atari’s mixed shareholders’ assembly held on September 27, 2022 (the “AGM”) and on the idea of the reviews of a court-appointed contribution auditor (commissaire aux apports) on the worth of the contribution in sort and the equity of the alternate ratio5.
- The Firm and Irata LLC, a holding firm managed by Wade Rosen (“Irata”), have agreed that Irata intends to offer bridge financing to Atari for the cost of the preliminary consideration, or $5 million.
Convertible Bonds
The Firm intends to subject €30 million in Convertible Bonds by means of a public providing in France with a precedence subscription interval (offre au public avec délai de priorite) for all of the shareholders of Atari.
- A prospectus in relation to the Convertible Bonds providing shall be ready and topic to the AMF approval;
- The issuance of the Convertible Bonds will happen shortly after the completion of the acquisition;
- The Convertible Bonds shall be issued with a precedence subscription interval for all shareholders for a interval of three buying and selling days (that doesn’t end result within the creation of negotiable rights) by means of a public providing in France (solely);
- The primary shareholder of Atari, Irata LLC, holding 29.2% of the share capital of Atari, has indicated that it intends to subscribe its prorata share and to offer a agency underwriting for various Convertible Bonds equal to at the very least to 75% of the overall quantity of the providing;
- It’s the intent that Irata will undertake contractually and irrevocably vis-à-vis the Firm to not convert its Convertible Bonds into Atari shares earlier than at the very least the twenty fifth of June 2025.
The quantity raised by means of the Convertible Bonds will primarily be used to:
- Reimburse the $5 million bridge financing supplied by Irata within the context of the acquisition and finance future potential acquisitions Atari could think about;
- Continued funding in development initiatives, notably within the improvement of greater than 12 new video games anticipated to be launched within the subsequent 18 months;
- Common money necessities and monetary flexibility essential to pursue the transformation plan;
- Reimburse the shareholder loans granted by Irata6 beforehand granted in accordance with its help dedication, and accrued pursuits on these loans.
Nightdive Studios has beforehand helped to carry a number of traditional video games to Swap. These embrace Quake, Doom 64, the Turok titles, and extra.