Nexters Global

Nexters Global is a game developer founded in 2010. The most famous project is the mobile RPG "Chronicles of Chaos" (in other markets - Hero Wars). The founders of the company are Andrey Fadeev and Boris Hertzovsky.

History

2022

Loss of $10 million due to withdrawal from the Russian Federation

Nexters lost almost $10 million due to leaving. RUSSIAN FEDERATION The developer of mobile games founded by Russians announced this in documents transferred (Securities and Exchange Commission USA SEC).

According to these materials, the Nexters board of directors approved in July 2022 the sale of Russian assets for only 500 rubles in order to minimize its "exposure to country risk in relation to Russia." According to the results of transactions, 100% of the shares in the capital of Neksters Studio LLC, Neksters Online LLC and Light Map LLC were sold for 200, 100 and 100 rubles, respectively. 70% of the shares in the authorized capital of Game Positive LLC were sold for 100 rubles. The company did not disclose other terms of the deal and the names of the new owners.

Nexters estimated its loss from the sale at $2.17 million. Considering that the accounts of the sold subsidiaries contained $7.7 million, the total loss of Nexters from leaving Russia was $9.85 million.

According to the company's own data, by August 2022, Nexters is among the top 5 largest European mobile game developers. Nexters is headquartered in Cyprus and is led by co-founders Andrei Fadeev and Boris Hertzovsky.

The materials published on the SEC website in mid-August 2022 say that by the end of 2022 the company plans to move about 600 employees from Russia and Belarus to Cyprus, Armenia and "quiet harbors." In June-July 2022, the company reduced the number of personnel by 235 people, follows from the document.

The group will require management of recently acquired companies to use similar initiatives to reduce operational risk in Russia, the materials say.

Nexters Online (Nexters Online LLC) was originally called NX Online (Enix Online LLC), and the original name of Nexters Studio (Nexters Studio LLC) was NX Studio (Enix Studio LLC^[1].

Transfer of Russian business to local top management

On July 12, 2022, Nexters officially announced its decision to transfer Russian business to local top management. We are talking about the companies Neksters Studio and Neksters Online registered in the Russian Federation. The names of the new owners of these assets, as well as the financial terms of the transaction (it is planned to close it within a few months) were not disclosed. Read more here.

Cutting a quarter of the state

At the end of June 2022, game developer Nexters announced a staff reduction of about 25% and attributed the move to the effects of the macroeconomic situation and geopolitics.

According to Interfax, the Nexters statement, 235 employees in different countries will fall under dismissal, including personnel in Cyprus, Russia, Turkey, Georgia and Armenia. The company did not specify in which departments the main reductions are expected. It is only reported that system administrators, producers, testers and other specialists will be left without work (at least for some time).

Game developer Nexters cuts a quarter of the state

In total, there were about 900 people in the Nexters state by June 2022. The company doubled the number of employees for 2021, so the announced layoffs, co-founder and head of Nexters Andrei Fadeev, described as "a step back." Fadeev called the reasons for the dismissal a number of negative external factors, including rising inflation in key markets, geopolitical events.

We provide compensation in the amount of several wages, extend the VHI for two months, provide psychological support, provide recommendations, and also provide assistance in finding a job, - said Andrei Fadeev in an appeal to employees, adding that the decision to dismiss was difficult, but forced.

Due to the current geographic distribution of Nexters cash receipts, the company's management believes that recent geopolitical events will have a minor negative impact on its future financial performance, Nexters said in late March 2022.

The cuts will not affect the company's plans to release new games, develop pre-existing products and M&A (M&A) deals, Nexters assured in late June 2022.^[2]

Talks with Nasdaq to reopen share listing

On May 13, 2022, it became known that the developer of mobile games Nexters, founded by Russians, was negotiating with the administration of the American Nasdaq exchange to resume the listing of the company's shares. This is stated in the annual report of the company. On February 28, 2022, the Nasdaq administration, like the administration of the New York Stock Exchange, suspended the listing of companies with Russian roots.

Trading in Nexters shares was also suspended. The company is asking to reverse this decision because they consider their ties Russia to be insignificant. The company is headquartered on. Cyprus The company's top management, key personnel and directors are also located in Cyprus or other countries European Union () and. EU Great Britain

The critical infrastructure of Nexters, including servers and licenses, is located in the countries of the European Union or belongs to offshore structures of the company: Cyprus Nexters Global or Nexters Inc., registered in the British Virgin Islands.

Nexters revenue from work in Russia and other countries of the post-Soviet space is declining: in 2019 it amounted to 20.3% in the total structure of the company's revenues, in 2021 - 13.3%. Nexters "expenses in Russia are limited and mainly relate to staff fees and office rentals. Russian Nexters employees have been offered relocation to other countries. Nexters itself, like its subsidiaries, is not subject to sanctions.

The company also has no controlling shareholder with a stake of more than 50%. The founders of the company, Andrei Fadeev and Boris Hertzovsky, each own 20.2% of the company's shares. They both have a residence permit in EU countries. Brothers Dmitry and Igor Bukhman (founders of mobile game developer Playrix) through offshore Everix Investments own a 37.8% stake in Nexters. They both have a residence permit in the EU^[3]

Buying game developers Cubic Games, RJ Games and Royal Ark

On January 27, 2022, Nexters announced the acquisition of three game developers, Cubic Games, RJ Games and Royal Ark. The total value of these transactions amounted to $100 million. Nexters, along with the companies, obtained the rights to games such as Puzzle Breakers (RJ Games), Dawn of Zombies and Shelter Wars (Royal Ark). Read more here.

2021

Completing the merger with Kismet

On August 24, 2021, it became known that Ivan Tavrin's Kismet Acquisition One (Kismet) registered in the British Virgin Islands is completing a merger with Nexters. Read more here.

$50 million investment from Mubadala and VPE Capital funds

On July 21, 2021, it became known that the developer of mobile games Nexters received investments totaling $50 million from Mubadala funds (sovereign wealth fund of the United Arab Emirates) and VPE Capital (invests in projects in Russia and Kazakhstan). According to information disclosed on the website of The United States Securities and Exchange Commission, SEC, funds will acquire 5 million shares of the company at a price of $10 per share.

Nexters is registered with Cyprus and created by Russians Andrei Fadeev and Boris Hertzovsky. The main development of the company is the mobile RPG Hero Wars. Nexters is co-owned by the Cypriot offshore company Everix Investments, created by the brothers Igor Dmitry Bukhmanami and the creators of the developer. games Playrix

After receiving another $50 million from Mubadala and VPE Capital, Nexters will be able to complete the merger with Kismet, as the transaction on the minimum amount of investments raised will be fulfilled. The report, exchanged on the SEC website, claims that Ivan Tavrin, founder of Kismet Acquisition One, previously had a business relationship with Mubadala and VPE Capital.

Tavrin will also transfer warrants (options with the right to sell on the stock exchange) to both funds for the purchase of 1.6 million Nexters shares (0.7% of the total). In total, Nexters will have $350 million at its disposal. Of this amount, $150 million will be allocated for settlements with Nexters shareholders.

After the merger is completed, the founders and top managers of Nexters will own 41% of the combined company, Everix Investments of the Bukhman brothers will have 38% of the shares. Tavrin will hold 6% of the shares, Mubadala and VPE Capital funds will hold 2%, the remaining 12% will be distributed among other Kismet shareholders.^[4]

Ivan Tavrin's Kismet Acquisition One buys Nexters Global

In early February 2021, it became known about the sale of Nexters Global to Kismet Acquisition One, founded by the former CEO of MegaFon Ivan Tavrin.

As a result of this deal, which is scheduled to close in the second quarter of 2021, Nexters will become a public company on the New York stock exchange. Nasdaq The combined company will trade under the ticker symbol GDEV, its market capitalization will be $1.9 billion.

Kismet Acquisition One founder Ivan Tavrin

The founders of Nexters, Andrei Fadeev and Boris Hertzovsky, together with current shareholders Igor and Dmitry Bukhman (creators of one of the world's largest developers of mobile games Playrix), will transfer 92% of their share in the joint structure.

The deal will be structured through Kismet Acquisition One Corp., which will provide $250 million, and another $50 million will be invested by Kismet Capital Group through an affiliated company. The parties have signed a binding merger agreement.

In 2020, Kismet Acquisition One raised about $250 million in its Nasdaq IPO. The company will invest another $50 million in addition to this amount as part of a deal with Nexters. Of this money, $150 million will go to the combined company, and the remaining $150 million will be received by Nexters shareholders.

Ivan Tavrin, in a conversation with Forbes, said that any company goes public for three purposes:

• "raise" capital, but in this case Nexters did not need capital, since in its entire history the company has never attracted investments;
• the desire to sell part of the company, but this goal also did not have shareholders;
• in order to transform the company into something new.^[5][6]

Notes