Flexion Mobile Follow

LONDON, 30th of March 2022 - Flexion Mobile Plc (Nasdaq: FLEXM), the Android games distribution company, today announces its first M&A deal, the acquisition of Audiencly GmbH - a leading influencer marketing agency for the gaming industry.

Based in Germany, Audiencly, is a fast growing and profitable company with blue-chip gaming clients such as IGG, NetEase and Socialpoint. Flexion will purchase the entire issued share capital of Audiencly for a purchase price of EUR 9.34 million to be satisfied partly in cash and partly in shares. CEO and founder Adrian Kotowski will join Flexion's management team and will be responsible for the overall management of Audiencly and the expansion of Flexion's influencer marketing and user acquisition offering. Michael Schmidt, Co-Founder and CMO of Audiencly with 20 years of PR and marketing experience in gaming, will contribute to the group's marketing and PR strategy. Audiencly's strong team of 28 highly skilled gaming experts will join the Flexion group.

"This is a game-changing acquisition for Flexion and our first step into a wider market with a broader service for game developers. The influencer marketing space is estimated to be worth USD 13.8 billion, and it is growing fast making it popular with mobile game advertisers. Adding influencer marketing will provide a huge opportunity as it creates a truly unique offering for game developers. We expect that Audiencly's expertise and business model will augment Flexion's growth as we can now help game developers reach new audiences of high paying users. It's never been more difficult for mobile game developers to find paying users, especially as Google and Apple make more changes to their platforms. We believe that Flexion's expanded offering will be very well received by both game developers and store partners", says Jens Lauritzson CEO of Flexion.

"User acquisition in gaming is becoming more sophisticated and requires a broader approach across multiple channels. Influencer marketing is the most authentic way to acquire loyal customers. Audiencly's campaign and creator-centric approach for gaming brands has a strong impact on user acquisition processes and complements other customer acquisition channels. We have built Audiencly with focus on our gaming customers and their individual needs. The merger with Flexion allows us to integrate even deeper into the customer journey and optimise return on investment (ROI) for our joint gaming clients," continued Adrian Kotowski, CEO of Audiencly.

"Together we will be able to take advantage of clear market synergies while providing a broader and richer service to top grossing games developers around the world. This will strengthen Flexion's business model with higher growth and improved margin" concludes Jens Lauritzson, Flexion's CEO.

The acquisition in brief:

• The upfront consideration payable for the entire issued share capital of Audiencly amounts to EUR 9.34 million, of which 50 per cent will be paid in cash at completion of the agreement and 50 per cent is to be satisfied by the issue by Flexion of Ordinary Shares in four tranches over the next 12 months (the "Upfront Consideration Shares"). The upfront consideration includes net debt, cash and working capital adjustments. The value of the Upfront Consideration Shares shall be determined by the volume weighted average price per share on the Nasdaq First North Growth Market for the 30 (thirty) consecutive trading days immediately preceding the date of issuance with respect to shares issued to one of the sellers and to the other seller at closing of the transaction 30 (thirty) consecutive trading days immediately preceding the date of signing of the share purchase agreement.
• The sellers of Audiencly are also entitled to an earn-out consideration of up to EUR 10.73 million if certain EBITDA levels for the financial year 2022, 2023, 2024 are achieved, payable 40 percent in cash and 60 percent in newly issued shares in Flexion at the end of each of the three financial years.
• The sellers of Audiencly have agreed to a lock up for a period 12 months from the date upon which the first tranche of the Upfront Consideration Shares are issued to them, during which time they may not sell, transfer, pledge, deal or otherwise dispose of the Upfront Consideration Shares. Following the expiry of such period, they are then subject to a 12 month orderly-market period whereby they can only dispose of such shares in accordance with orderly-market norms.
• Audiencly generated 190% growth on both revenues and EBITDA in 2021 and has unaudited revenues and EBITDA for the twelve months ended 31 December 2021 of EUR 7.31 million and EUR 1.37 million respectively. 
• Audiencly is expected to be consolidated during the June 2022 quarter.

This disclosure contains information that Flexion Mobile is obliged to make public pursuant to the EU Market Abuse Regulation (EU nr 596/2014). The information was submitted for publication, through the agency of the contact person, on 30-03-2022 18:01 CET.

Forward-looking statements

This announcement includes statements that are, or may be deemed to be, forward-looking statements that are based on current expectations or beliefs, as well as assumptions about future events. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "anticipates", "targets", "aims", "continues", "expects", "intends", "hopes", "may", "will", "would", "could" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not facts. They appear in a number of places through this announcement and include statements regarding the Directors' or the Company's intentions, beliefs or current expectations concerning, amongst other things, the Company's and Audiencly's performance, revenuees, results of operations, financial condition, liquidity, prospects, growth and strategies. By their nature, forward-looking statements contained in this announcement based on past trends or activities should not be taken as a representation that such trends or activities will continue in the future. Subject to any requirement under applicable legislation or regulation, the Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Undue reliance should not be placed on forward-looking statements, which speak only as of the date of this announcement. There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements.

No offer

This announcement does not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of, issue or purchase, any Ordinary Shares of the Company.

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