Breaking Story – Kunos Simulazioni Has Been Sold To Digital Bros!

This breaking story was brought to my attention by someone deeply involved in the sim racing industry, my thanks to him for alerting me to it. The story reads: Kunos Simulazioni have sold 100% of their ownership to the relatively unknown ”Digital Bros!” Digital Bros is a global video game company that is associated with a more mainstream named company, 505 Games.

THE DIGITAL BROS GROUP IS A GLOBAL COMPANY, OPERATING ACROSS THE GLOBAL VIDEO GAME ENTERTAINMENT MARKET, CREATING, DEVELOPING, PUBLISHING AND DISTRIBUTING VIDEO GAME CONTENT ACROSS ALL AVAILABLE CHANNELS: RETAIL AND DIGITAL (CONNECTED CONSOLE, PC, WEB, SOCIAL, MOBILE). IN AN EVER-CHANGING WORLD, WE PROVIDE CONTENT THAT CONSUMERS WANT WHEREVER THEY WANT TO ACCESS IT.

As of right now, there are no concrete details about the deal other than what has been reported by Reuters, which is what you see here below. We are in direct contact with the leadership at Kunos and are attempting to secure more detailed information about what this deal will mean for the Italian PC sim racing makers and title, not to mention the team themselves. What will happen now is a matter of great speculation until Marco Massarutto or Stefano Casillo release an official statement.

Because of the lack of details, I have (with the use of Goole Translate) hastily translated the entire press release which was released today in Italian only. To speculate or comment on as to why this deal has been done would be unfair to Kunos and for now we will have to exercise a little patience before we can hear what Kunos themselves have to say about this development. Once more is known, ISRTV will keep you all informed. #watchthisspace!

EDIT 21-01-2017 FaceBook Statement From Marco Massarutto:

Ok, let’s clarify this before it becomes the bigger flame of the year.By today, Kunos Simulazioni is part of Digital Bros Family, and me and Stefano by today are shareholders of Digital Bros. That’s it. We are still the founders of Kunos, we are still IN, also keeping our respective positions and responsabilities, with just few exceptions: the budget we’ll manage by now doesn’t come anymore from our personal profits, but from Digital Bros, our bigger AC fan. Keeping the same policy, strategies, DNA, development team, goals. So, if this news would not been made public, you couldn’t realize that something is changed, because – by a gamer/simracer point of view – nothing is going to change.

The reason why this news comes like a bombshell is because Digital Bros is a listed company, therefore this kind of operation must a) kept confidential until the negotiation is over, b) go public when is done. That’s it. For whom are afraid that today a piece of their simracing world has gone, let me remind them that Digital Bros has published – under its label 505Games – the console version of Assetto Corsa, and it doesn’t seem to me that AC on PS4/XB1 is an arcade game: definetely it isn’t. Therefore, before to scream in any direction that “Kunos has been bought, The World is Over”, please sit down, breath and think. Because the only news you should be interested is that by today, we have more resources, time and power to do our job, even better than before.

So: think easier, live better, stay strong. The Future is Bright. Have a nice weekend

Reuters Press Statement:

Jan 20 Digital Bros SpA :

* Signs a prelim agreement for acquisition of 100 percent of Kunos Simulazioni Srl

* Price of acquisition is nominal 4.3 million euros ($4.58 million) to be paid partly via cash and partly via the issue of 150,000 Digital Bros shares

* Kunos Simulazioni makes simulators for carmakers and developed videogame “Assetto Corsa” Source text: www.1info.it Further company coverage: ($1 = 0.9384 euros) (Gdynia Newsroom)

Here below is the complete press release from Digital Bros pertaining to the purchase (Google translated from Italian to English):

PRESS RELEASE

DIGITAL BROS acquire 100% OF THE CAPITAL OF THE VIDEO GAME DEVELOPER KUNOS SIMULATION RACE TRIM

IDENTIFIED THE BENEFICIARIES OF THE “STOCK OPTION PLAN 2016-2026”
Digital Bros has signed a preliminary agreement to acquire 100% of Kunos Simulations srl through the payment of 2,750,000 Euros and 150,000 shares of newly issued Digital Bros
Identified the beneficiaries of the Stock Option Plan 2016-2026, the quantities of options granted, the exercise window and the subscription price

Milan, January 20, 2017 – The Board of Directors of Digital Bros, listed on the Star segment of the Italian Stock Exchange and active in the digital entertainment sector, which met today approved the signing of an investment agreement having as its object the acquisition of 100 % of the Kunos Simulations Srl, Italian Racing Assetto developer. In the same session were also identified the beneficiaries of the options of the “Stock Option Plan 2016-2026” (the “Plan”), recently approved by the shareholders, the quantities of options granted, the exercise window and the unit price subscription.

Acquisition of 100% Kunos Simulations srl
Kunos Simulations srl It is an Italian company based in Formello (RM), which has all the latest years of experience in the construction of simulators for the main Italian automotive companies. Following this experience has developed and launched during 2014 Assetto Corsa, a video game that was a great success with critics and audiences in the Steam PC versions, Sony PlayStation 4 and Microsoft Xbox One, with over 1.4 million copies sold worldwide to date. 505 Games, the division of the Digital Bros Group that deals with international publishing of video games, has during 2015 signed a publishing agreement the console versions.

Assetto Corsa puts to players 150 cars, reproduced in every aspect, from the most prestigious global automotive brands such as Alfa Romeo, Audi, BMW, Ferrari, Porsche and many others. Through the use of laser scan technology, every detail of the most famous tracks in the world has been reproduced with the utmost level of accuracy making the game a true sports driving simulation.

With this acquisition, the Digital Bros Group intends to grow more and more as a publisher and developer of games able to collect worldwide success and be always ready to meet the demands of an increasingly demanding public. The acquisition allows full control of the intellectual property and the opportunity for the Group to invest in the future development of new versions of Assetto Corsa benefiting from an extremely well-positioned brand in the world market for video games. The fact that the Group already owns the publishing rights of Assetto Corsa for the console version also involves synergies in terms of brand positioning and optimization of advertising investments at a time when the rights are to be held entirely by the Group.

The transaction involves the acquisition by Digital Bros S.p.A. 100% of the shares of Kunos Simulations srl entity held by the two founders Stefano Casillo and Marco Massarutto being equal, for a total nominal value of Euro 4,341,500 Euros that will be paid as follows:

 Euro 1,375,000 entirely in cash on the date of execution;
 Euro 1,375,000 entirely in cash within one year from the date of execution;
Euro 1,591,500 through the issue of 150,000 new ordinary shares of Digital Bros at a unit price of 10.61

EUR equal to the arithmetic mean of the shares of Digital Bros reference prices for the last six months. The issue will be subject to the approval of the Shareholders’ Meeting called for March 13.
In the absence of financial data of Kunos Simulations srl December 31, 2016, pricing was made by assuming a net assets at the same date amounted to $ 10,000, of any changes to this value will be an increase or decrease in the second installment of cash payment.
Kunos Simulations srl realized during the year to 31 December 2015, the last available financial statements, revenues of 3.3 million euros and a net profit of 1.7 million euros. Shareholders’ equity at 31 December 2015 amounted to 3.1 million euros.

No special form of financing has been provided for the operation which will therefore be financed through the existing credit lines and whose execution date is expected by April 30, 2017.
The agreement is binding on the parties and is subject to a condition precedent to the effect of any significant findings that may emerge from the due diligence process to be put in place as soon as the financial data at December 31, 2016 will be available as well as to the positive resolution of ‘ General Meeting of Shareholders of Digital Bros.

The shares that will be issued in favor of the two selling shareholders will be fully available when the Board of Directors of Digital Bros has completed the formalities required by art. 2343-quater of the Civil Code.
It is expected that the acquisition will not significantly affect the forecasts of widespread previously Group.
“Stock Option Plan 2016-2026” ( “the Plan”)

The Board of Directors, following the mandate given by the General Meeting which took place on January 11, 2017, has resolved to grant 744,000 options to 14 beneficiaries of the Plan, the quantities of options granted, the exercise window and the unit price subscription.

The Plan expires on 30 June 2026 and, following the award may be subscribed 744,000 common shares Digital Bros at Euro 10.61 per share, as follows:

 No. 223,200 shares as of 1st July, 2019;
 No. 223,200 shares as of July 1, 2022;
 No. 297,600 shares as of July 1, 2025.

The signing will take place with the payment of 10.61 euros per share, equal to the average of the reference prices of the shares of Digital Bros the six months preceding the date hereof.
Assignees of the rights of the options are:

 the Chairman of the Board of Directors Abramo Galante to which are attributed 200,000 options;
 Managing Director Raffaele Galante to which are attributed 200,000 options;
 Executive Director Stefano Salbe which are attributed 120,000 options;
 Executive Director Dario Treves which are attributed 50,000 options;
 10 employees of the Digital Bros Group to which 174,000 options were granted.

Raphael Galante, CEO of Digital Bros S.p.A. said – “These two transactions underline in what clearly is the orientation that the Group intends to pursue a long-term perspective, which is to be always present, competitive and professionally trained in a sector, that of video games, which is constantly in evolution. On one hand, we believe that the stock option plan constitutes the main long-term incentive instrument through which the Group intends to preserve the human capital available. On the other hand, the acquisition of Kunos strengthens the portfolio of IP (Intellectual Properties) held by the Group, and are sure that thanks to the professional skills of undoubted talent and tried forming the Kunos team achieve great things “.

Other resolutions of the Board of Directors:
The Board of Directors has approved the specialist of the mandate arrangement whereby Banca Akros with effect from 5 March 2017.

The press release is available on www.digitalbros.com and www.1info.it sites

THE DIGITAL BROS GROUP
Listed in the STAR segment of the Italian Stock Exchange, the Digital Bros Group is a global company that operates since 1989 in the development, publishing and distribution of content of game entertainment – video games – on the world market through various channels available: retail and digital – web, social, Wireless.
The Digital Bros Group is active worldwide through its direct operations in Italy, the US, UK, France, Spain, Germany and China, employing ca. 240 employees.

The Group’s head office is in Milan, from where all activities are coordinated. Digital Bros operates in the three markets of the development, publishing and distribution through its brands 505 Games and Halifax.
For more information:

Digital Bros S.p.A. Stefano Salbe CFO
Tel. +39 02 413031
ir@digitalbros.com

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