Flexion acquires influencer marketing agency Audiencly

Strategic acquisition strengthens offering and increases revenue

LONDONthe 30th March 2022Bending Mobile Plc (Nasdaq: FLEXM), the Android games distribution company, today announced its first merger and acquisition agreement, the acquisition of Audience GmbH – a leading influencer marketing agency for the gaming industry.

Situated at GermanyAudiencly, is a fast growing and profitable company with top-notch gaming customers such as IGG, NetEase and Social point. Flexion will purchase all of the issued share capital of Audiencly for a purchase price of €9.34 million to be paid partly in cash and partly in shares. CEO and Founder Adrian Kotowski will join the Flexion leadership team and 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 experience in PR and marketing in gaming, will contribute to the marketing and PR strategy of the group. Audience’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 larger market with a broader service for game developers. Influencer marketing space is estimated to be worth $13.8 billionand it is growing rapidly, making it popular with mobile game advertisers. The addition of influencer marketing will provide a huge opportunity as it will create a truly unique offering for game developers. We expect Audiencly’s expertise and business model to drive Flexion’s growth as we can now help game developers reach new audiences of high-paying users. It’s never been harder for mobile game developers to find paying users, especially since google and Apple are making more changes to their platforms. We believe Flexion’s expanded offering will be very well received by both game developers and retail partners,” said Jens Lauritzson Flexion CEO.

“In-game user acquisition is becoming increasingly sophisticated and requires a broader, multi-channel approach. Influencer marketing is the most authentic way to acquire loyal customers. Audiencly’s campaign and creator for gaming brands has a strong impact on user acquisition processes and complements other customer acquisition channels.We built Audiencly with a focus on our gaming customers and their individual needs. The merger with Flexion allows us to integrate even deeper into the customer journey and maximize return on investment (ROI) for our joint gaming customers,” continued Adrian KotowskiAudience CEO.

“Together, we will be able to leverage clear market synergies while providing a broader and richer service to the most profitable game developers around the world. This will strengthen Flexion’s business model with higher growth and a improved margin”, concludes Jens LauritzsonFlexion CEO.

The acquisition in brief:

  • The initial consideration payable for all of Audience’s issued share capital is €9.34 million, of which 50% will be paid in cash upon closing of the agreement and 50% is to be satisfied by the issuance by Flexion of common shares in four tranches over the next 12 months (the “Immediate Shares”). Initial consideration includes net debt, cash and working capital adjustments. The value of immediate consideration shares will be determined by the weighted average price per share on the Nasdaq First North Growth market for the 30 (thirty) consecutive trading days immediately preceding the date of issue in respect of shares issued to one of the sellers. and to the other seller at the close of the transaction 30 (thirty) consecutive trading days immediately preceding the date of signature of the share purchase agreement.
  • Audience sellers are also entitled to a price supplement of up to €10.73 million if certain EBITDA levels for fiscal year 2022, 2023, 2024 are achieved, payable 40% in cash and 60% in newly issued shares of Flexion at the end of each of the three fiscal years.
  • The Audiencly sellers have agreed to a freeze for a period of 12 months from the date the first tranche of Initial Consideration Shares is issued to them, during which time they may not sell, transfer, pledge , deal or otherwise dispose of the Initial Consideration Shares. After the expiry of this period, they are then subject to a 12-month orderly market period during which they can only dispose of these shares in accordance with the standards of the orderly market.
  • Audiencly delivered 190% revenue and EBITDA growth in 2021 and has unaudited revenue and EBITDA for the twelve months ended December 31, 2021 of 7.31 million euros and €1.37 million respectively.
  • Audiencecly should be consolidated during the June 2022 trimester.

This disclosure contains information that Flexion Mobile is required to make public pursuant to the EU Market Abuse Regulation (EU No. 596/2014). The information has been submitted for publication, through the contact person, the 30-03-2022 6:01 p.m. CET.

Forward-looking statements

This announcement includes statements that are, or may be deemed to be, forward-looking statements 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 words “believes”, “estimates”, “plans”, “anticipates”, “targets”, “aims”, “continues”, “sees ‘expects’, ‘intends’, ‘hopes’, ‘may’, ‘will’, ‘would’, ‘could’ or ‘should’ or, in each case, negative or other variants thereof or terminology comparable. These forward-looking statements include things that are not facts. They appear in several places in this announcement and include statements regarding the directors’ or the company’s current intentions, beliefs or expectations regarding, among other things, performance, revenues, results of operations, financial condition, liquidity, company and Audience outlook. , growth and strategies. By their nature, any 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 requirements under applicable law or regulation, the Company undertakes no 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 that could cause actual results to differ materially from those expressed or implied by the forward-looking statements.

No offer

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

For more information

Niklas Koresaar, CFO, email: [email protected] Tel: +44 207 351 5944

https://news.cision.com/flexion-mobile/r/flexion-acquires-influencer-marketing-agency-audiencly,c3517751

https://mb.cision.com/Main/16976/3517751/1556300.pdf

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