ROVIO ENTERTAINMENT OY PRESS RELEASE SEPTEMBER 5, 2017, 8:00 a.m. EET
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Rovio Entertainment Oy ("Rovio" or the "Company"), a global games-first entertainment company and creator of the Angry Birds brand, announces its intention to proceed with an initial public offering ("IPO") and a listing of its shares on the official list of Nasdaq Helsinki Ltd ("Nasdaq Helsinki").
Rovio is a games-first entertainment company that creates, develops and publishes mobile games and acts as a brand licensor in various entertainment and consumer product categories. The Company is best known for the global Angry Birds brand, which started from a popular mobile game in 2009. Today, the Company offers multiple mobile games, has produced The Angry Birds Movie, which opened number one in theatres in 50 countries, and licenses the Angry Birds brand to consumer products and other entertainment content. Rovio's operations are divided into two business units, Games and Brand Licensing. The Games business unit accounted for 79 percent of Rovio's revenue for the twelve months ended June 30, 2017.
The Company's mobile games have a large user base. Rovio's games had been downloaded more than 3.7 billion times as of the end of June 2017, and they had on average 80 million monthly active users during the second quarter of 2017. The Angry Birds brand is one of the most recognized brands in the world with an average global brand awareness of 97 percent[1]. The Company is headquartered in Finland and has offices in Sweden, the United Kingdom, China and the United States.
Kati Levoranta, CEO of Rovio:
"Our results for the second quarter of 2017 show that Rovio continues its strong, profitable growth. Through our games-first strategy, we have strengthened our games portfolio and improved the key performance indicators. All of our recent launches - Angry Birds Evolution, Battle Bay and Angry Birds Match - have shown better performance in key performance indicators than any previously launched Rovio game, thus suggesting additional growth potential ahead. Today, Rovio is stronger than ever and is well positioned in the fast growing mobile gaming market with our diversified games portfolio, proven game development talent and operational excellence as well as our large existing user base.
I am confident in our games-first strategy. The contemplated IPO and listing are an important milestone in developing Rovio into an even stronger games-first entertainment company."
Mika Ihamuotila, Chairman of Rovio's Board of Directors:
"We are very pleased with the Company's strong performance in recent years. Management, together with the Company's highly talented personnel, is successfully executing Rovio's strategy. We believe Rovio is well positioned to succeed in the growing mobile gaming market and see a bright future ahead of the Company. The contemplated IPO and listing will offer new shareholders an opportunity to participate in Rovio's success."
The Offering
The contemplated IPO is expected to consist of a secondary share sale by the largest shareholder of the Company, Trema International Holdings B.V., and certain other shareholders. In addition, the Company is planning a share issue of approximately EUR 30 million in connection with the contemplated IPO. Shares are expected to be offered to private individuals and entities in Finland, Sweden and Denmark, along with institutional investors in Finland and internationally. The Company, certain members of its management and the existing shareholders selling shares in the IPO would be subject to customary lock-up arrangements.
The objective of the contemplated IPO would be to enable Rovio to pursue its growth strategy and improve strategic flexibility. The listing would also allow Rovio to obtain access to capital markets and broaden its ownership base. Furthermore, the potential IPO would benefit Rovio operationally, strengthen Rovio's brand recognition and thus enhance Rovio's competiveness. The potential listing would also enable Rovio to use its shares more effectively as a means of consideration in potential acquisitions and remuneration of personnel.
Carnegie Investment Bank AB, Finland Branch and Danske Bank A/S, Helsinki Branch are acting as joint global coordinators in the contemplated IPO. Deutsche Bank AG, London Branch and OP Corporate Bank plc are acting as joint bookrunners (together with the joint global coordinators, the "Managers") in the contemplated IPO. Roschier, Attorneys Ltd. and Freshfields Bruckhaus Deringer LLP are acting as legal advisers to the Company. White & Case LLP is acting as a legal adviser to the Managers.
Rovio highlights
- Rovio has a strong and diversified portfolio of high quality games with multiple popular game titles. Rovio's average of 80 million monthly active users and 11 million daily active users[2] enable it to cross-promote its new and existing game titles cost effectively.
- Rovio has sophisticated in-house technology tools to analyze, evaluate and predict users' behavior to enhance user acquisition process and ultimately to optimize engagement, monetization and retention. The Company also benefits from overall high brand awareness, which lowers user acquisition costs. Free-to-play monetization expertise and focus on bigger games have driven a growing base of paying users and an increasing spend per paying user.
- Rovio has experienced strong revenue and profitability growth on the back of the enhanced monetization of its five top-grossing games. Rovio's revenue grew 94 percent in the first half of 2017 compared to the same period in the previous year. This strong growth has enabled the Company to increase its investment in user acquisition, which in turn, has supported and driven revenue growth.
- The Company has proven talent and refined game development process to continuously develop successful games across selected game genres. The Company's aim is to develop "fewer, bigger and better" games, i.e. games that have potential to reach top-grossing lists and have a long lifetime.
- Angry Birds is a global brand with strong global awareness and proven longevity and versatility. It is the most recognized brand to have been born from a mobile game[3] and the first mobile game to have reached a billion downloads. In addition, Angry Birds is the first mobile game brand to be expanded into a blockbuster movie generating approximately USD 350 million in box office revenue worldwide[4]. Rovio's Brand Licensing business unit further strengthens the Angry Birds brand through storytelling and multiple consumer touch points.
- Rovio has entered into a movie licensing, production and distribution agreement with Columbia Pictures Industries (part of Sony Entertainment) regarding the sequel to The Angry Birds Movie, which is scheduled for release in September 2019. Rovio expects the new licensing-based business model to decrease the Brand Licensing business unit's capital expenditure level as, under this movie rights licensing model, Rovio will not be investing any further own capital in the production of the movie.
- Rovio has a strong management team with track record of operational and financial improvements and turnarounds. Rovio also believes that it is a highly attractive employer for key talent in gaming industry, being one of the largest gaming companies in the Nordics.
- Rovio's growth strategy comprises of driving growth in existing games, expanding the games portfolio, exploring games geographic expansion to selected markets, leveraging its strong operational platform in gaming consolidation and growing the long-term value of the Angry Birds brand.
Rovio's dividend policy, financial targets and future outlook
The Board of Directors of the Company has adopted a dividend policy pursuant to which the Company targets a dividend payout ratio of approximately 30 percent of annual net profit excluding items affecting comparability, while taking other factors such as Rovio's financial position, cash flow and growth opportunities into consideration.
Rovio has set the following long-term financial targets:
- The Games business unit revenue growth faster than market growth in Western markets.
- Group operating profit margin of 30 percent.
The Company's annual revenue and EBITDA are expected to increase significantly in 2017 compared to 2016.
The statements set forth above include forward-looking statements and are not guarantees of Rovio's financial performance in the future. Rovio's actual results and financial position could differ materially from those expressed or implied by these forward-looking statements as a result of many factors.
Rovio's financial highlights
| For the six months ended June 30, | For the year ended December 31, | For the twelve months ended June 30,[5] | |||||
| Key financial metrics MEUR (unless otherwise stated) | 2017 (IFRS) | 2016 (IFRS) | 2016 (IFRS) | 2015 (IFRS) | 2014 (FAS) | 2017 (IFRS) | |
| (unaudited) | (unaudited, unless otherwise stated) | (unaudited) | |||||
| Revenue | 152.6 | 78.5 | 191.7[6] | 142.1 | 158.36 | 265.8 | |
| Games | 117.9 | 66.9 | 159.0 | 113.5 | 110.7 | 210.1 | |
| Brand Licensing | 34.6 | 11.6 | 32.7 | 28.6 | 47.6 | 55.7 | |
| EBITDA[7] | 39.9 | 11.0 | 35.4 | -6.5 | 17.0 | 64.3 | |
| Games | 22.4 | 16.8 | 39.8 | 11.1 | 24.7 | 45.4 | |
| Brand Licensing | 22.4 | -0.9 | 5.8 | -5.9 | 1.0 | 29.1 | |
| Other | -4.9 | -4.9 | -10.2 | -11.7 | -8.6 | -10.2 | |
| EBITDA margin, % | 26.1% | 14.0% | 18.5% | -4.5% | 10.8% | 24.2% | |
| Adjusted EBITDA[8] | 41.8 | 11.0 | 35.4 | -3.2 | 18.3 | 66.2 | |
| Games | 22.5 | 16.8 | 39.8 | 12.8 | 25.2 | 45.5 | |
| Brand Licensing | 24.3 | -0.9 | 5.8 | -4.7 | 1.7 | 31.0 | |
| Other | -4.9 | -4.9 | -10.2 | -11.3 | -8.6 | -10.2 | |
| Adjusted EBITDA margin, % | 27.4% | 14.0% | 18.5% | -2.3% | 11.6% | 24.9% | |
| Operating profit[9] | 19.4 | 6.8 | 16.96 | -21.6 | 10.06 | 29.5 | |
| Games | 19.5 | 14.3 | 28.9 | 3.6 | 19.5 | 34.1 | |
| Brand Licensing | 4.9 | -2.6 | -1.7 | -13.6 | -0.7 | 5.8 | |
| Other | -5.0 | -4.9 | -10.3 | -11.6 | -8.8 | -10.4 | |
| Operating profit margin, % | 12.7% | 8.6% | 8.8% | -15.2% | 6.3% | 11.1% | |
| Adjusted operating profit[10] | 21.3 | 6.8 | 16.9 | -18.3 | 11.3 | 31.5 | |
| Games | 19.5 | 14.3 | 28.9 | 5.3 | 20.0 | 34.2 | |
| Brand Licensing | 6.8 | -2.6 | -1.7 | -12.3 | 0.1 | 7.7 | |
| Other | -5.0 | -4.9 | -10.3 | -11.2 | -8.7 | -10.4 | |
| Adjusted operating profit margin, % | 14.0% | 8.6% | 8.8% | -12.9% | 7.2% | 11.8% | |
| Profit (loss) for the period | 13.3 | 3.6 | 10.66 | -18.1 | 8.16 | 20.3 | |
| Earnings per share, EUR | 0.18 | 0.05 | 0.14 | -0.24 | 0.11 | - | |
| Equity ratio, %[11] | 71.6% | 61.8% | 64.1% | 59.1% | 79.7% | - | |
| Capital expenditure[12] | 5.8 | 14.9 | 23.3 | 43.9 | 37.9 | 14.2 | |
Further enquiries
Rovio communications, tel. +358 40 485 8985, comms@rovio.com
Rauno Heinonen, SVP, Corporate Communications and Investor Relations, tel. +358 40 861 9345, rauno.heinonen@rovio.com
Press event
Rovio will host a press conference today, September 5, at Nasdaq Helsinki (Fabianinkatu 14, Helsinki) at 11:00 a.m. EET.
Disclaimer
The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States. These written materials do not constitute an offer of securities for sale in the United States, nor may the securities be offered or sold in the United States absent registration or an exemption from registration as provided in the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder. The securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended.
The issue, exercise or sale of securities in the offering are subject to specific legal or regulatory restrictions in certain jurisdictions. The Company assumes no responsibility in the event there is a violation by any person of such restrictions.
The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. Investors must neither accept any offer for, nor acquire, any securities to which this document refers, unless they do so on the basis of the information contained in the applicable offering document prepared by the Company.
The Company has not authorized any offer to the public of securities in any Member State of the European Economic Area other than Finland, Sweden and Denmark. With respect to each Member State of the European Economic Area other than Finland, Sweden and Denmark and which has implemented the Prospectus Directive (each, a "Relevant Member State"), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in any Relevant Member State. As a result, the securities may only be offered in Relevant Member States (a) to any legal entity which is a qualified investor as defined in the Prospectus Directive; or (b) in any other circumstances falling within Article 3(2) of the Prospectus Directive. For the purposes of this paragraph, the expression an "offer of securities to the public" means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to exercise, purchase or subscribe the securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.
This communication does not constitute an offer of the securities to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the securities. This communication is directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as "relevant persons"). Any investment activity to which this communication relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
Forward-looking statements
Certain statements in this communication are not historical facts and are "forward-looking statements". Forward-looking statements include statements concerning our plans, expectations, projections, objectives, targets, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, the Company's competitive strengths and weaknesses, plans or goals relating to financial position, future operations and development, its business strategy and the anticipated trends in the industries and the political and legal environment in which it operates and other information that is not historical information, such as revenue growth, EBITDA growth, operating leverage and cost savings, investments, the contemplated IPO and listing, future cash flow generation, operating profit margin, operating capital expenditure, ratio of net debt and EBITDA, revenue, and operating results. In some instances, they can be identified by the use of forward-looking terminology, including the terms "believes", "intends", "may", "will" or "should" or, in each case, their negative or variations on comparable terminology.
Forward-looking statements in this communication are based on various assumptions, many of which in turn are based on assumptions. By their very nature, forward-looking statements involve inherent risks, uncertainties and assumptions, both general and specific, and risks exist that the predictions, forecasts, projections and other forward-looking statements will not be achieved. Given these risks, uncertainties and assumptions, you are cautioned not to place undue reliance on such forward-looking statements. Any forward-looking statements contained herein speak only as at the date of this release. Save as required by law, the Company, the joint global coordinators and the joint bookrunners do not intend and do not assume any obligation, to update or correct any forward-looking statement contained herein.
[1] Based on a study commissioned by the Company including a 15-minute online survey (including screener). Total sample of 7,500 questionnaires collected from five countries including the United States, the United Kingdom, China, Russia, and Mexico during the period June 27, 2017 - July 14, 2017. Source: Lieberman Research Worldwide.
[2] During the three months ended June 30, 2017.
[3] Angry Birds global brand awareness 97 percent compared to Candy Crush Saga 80 percent and Clash of Clans 70 percent. Based on a study commissioned by the Company including a 15-minute online survey (including screener). Total sample of 7,500 questionnaires collected from five countries including the United States, the United Kingdom, China, Russia, and Mexico during the period June 27, 2017- July 14, 2017. Source: Lieberman Research Worldwide.
[4] As of June 30, 2017. Source: Box Office Mojo.
[5] The unaudited financial information for the twelve months ended June 30, 2017 has been derived by adding the consolidated financial data for the Rovio Group for the six months ended June 30, 2017 to the audited consolidated financial data of the Rovio Group for the financial year ended December 31, 2016 and subtracting the unaudited consolidated financial data of the Rovio Group for the six months ended June 30, 2016.
[6] Audited.
[7] EBITDA (earnings before interest, taxes, depreciation and amortization) is defined as operating profit before depreciations and amortizations.
[8] Adjusted EBITDA is defined as EBITDA excluding items affecting comparability. Items affecting comparability are defined as material items outside ordinary course of business such as material net gains and losses from business disposals, direct transaction costs related to business acquisitions, restructuring costs for business operations, and costs relating to enlargement of the ownership base of the company.
[9] Operating profit is defined as profit (loss) for the period before income taxes, share of profit of associates, and finance income and expenses.
[10] Adjusted operating profit is defined as operating profit excluding items affecting comparability.
[11] Equity ratio is calculated by dividing shareholder's equity by balance sheet total less advance payments received.
[12] Capital expenditure, which is net cash flow from investments in property, plant and equipment and intangible assets.