Asmodee Group (ASMDEE) M&A announcement summary

Deal rationale and strategic fit

• Acquisition creates a leading global player in the fast-growing social games segment, strengthening global positioning and supporting ongoing M&A strategy.

• ATM Gaming brings strong IPs, hit titles, and digital go-to-market expertise, complementing the acquirer's global platform and brands.

• Social games have outpaced the broader board game market, with strong new releases and evergreen titles.

• Shared vision and values, with a history of successful collaboration since 2019.

• The founding team will remain to ensure continuity and leverage the global platform for further scaling.

Financial terms and conditions

• Purchase price is EUR 180 million: EUR 120 million cash at closing, EUR 30 million in Class B shares, and EUR 30 million deferred cash payment.

• Sellers eligible for up to EUR 70 million in earn-out, paid in Class B shares, based on EBITDA targets over five years.

• Earn-out includes an early payment mechanism up to EUR 25 million, based on FY 26/27 performance.

• Closing expected by end of April 2026, with earn-out instalments in June 2027, September 2027, and July 2031.

• Cash consideration financed from available cash.

Synergies and expected cost savings

• Main synergy is geographical expansion, leveraging complementary strengths in Europe and North America.

• Dual model of e-retail and local distribution to be replicated in new markets.

• Catalog cross-leverage expected between ATM Gaming and Exploding Kittens.

• ATM Gaming's digital marketing and e-retailer expertise to enhance operational efficiency.

• Acquisition supports progress toward an adjusted EBITDA margin target above 18%.