Keywords Studios Plc Regulatory News (KWS)

20th August 2015

Keywords Studios plc ("Keywords", "the Group")

Acquisition of Liquid Development LLC

-Increases scale of services to the buoyant Art creation market

Keywords Studios, the international technical services provider to the global video games industry, today announces the acquisition of Liquid Development LLC ("Liquid"), a leading provider of outsourced art services for the video games industry internationally based in Portland, Oregon.

The acquisition is in line with Keywords' strategy of growing both organically and by acquisition. Art outsourcing is a key area for expansion given the buoyant market for the creation of art assets (items seen in the games such as characters, vehicles, landscapes, cityscapes, etc.). Game development services like art creation provide an early entry point to the video games lifecycle for Keywords. The skillset, reputation and culture of Liquid, allied with Keywords' Lakshya operation acquired in October 2014 should enable the Group to accelerate its expansion plans in this important field.

Under the terms of the acquisition, which is expected to be earnings enhancing in the first full year of ownership, Keywords is paying the three owners of Liquid, Darren Bartlett, Stefan Henry-Biskup and Fred Stockton (the "Sellers"), all of whom will remain with the company after the acquisition, a total of $9.0m for 100% of Liquid. This is being satisfied by $6.3m in cash (funded from the Group's existing resources) and the issue of 1,074,440 new ordinary shares in Keywords at a price of 160.32 pence (based on the volume weighted average share price for the 5 days immediately prior to the acquisition). The shares in Keywords issued to the Sellers will be credited as fully paid and rank pari passu with the existing ordinary shares of Keywords when issued. The Sellers will be subject to a lock-in period of 12 months with respect to the shares in Keywords, subject to certain exceptions, followed by an orderly market restriction for a further 12 month period.

Founded in 2000, Liquid's base on the West Coast of the US gives ready access to many of the world's leading game development studios and its clients include 343 Industries (makers of the Halo games franchise), Warner Bros, EA, Microsoft Game Studios, Zynga, Disney Imagineering and DeNA. With 50 people in its Portland studio, the wider Liquid team includes over 200 individuals that have a broad spectrum of art, animation and effects creation skills.

Growing strongly, Liquid is on track to post annual revenues of $7.5m and PBT of $1.5m for the year to 31 December 2015. In 2014, the company recorded revenues of $5.7m and PBT of $0.8m after adjusting for certain, non-recurring costs.

Liquid shares Keywords' lean and flexible production model, which enables it to scale (up and down) rapidly, thereby maintaining high levels of utilization of its staff. Its US location, excellent reputation for quality and reliability of delivery particularly with North American clients, and its strong project management of remote teams will fit well with Keywords' existing art services business, Lakshya, which is based in India. In addition to integrating Keywords' recently opened art studio in Seattle with the Liquid operations in Portland, the intention is to extend Liquid's operations to better leverage the lower cost base of the Lakshya business in India, with Liquid providing client facing account management and project management services and supervising work undertaken in India.

Application has been made to the London Stock Exchange for the admission of 1,074,440 new ordinary shares to trading on AIM. Admission of the new shares is expected to take place at 8.00am on 25 August 2015.

Andrew Day, Chief Executive of Keywords, commented:

"The acquisition of Liquid Development significantly increases the scale of our art services business line, giving us greater penetration of this large and strongly growing market as well as increased access to this early entry point in the video games development cycle. We have already seen how our newly opened art studio in Seattle is able to act as a "front end" for art production in our Indian studios and we look forward to accelerating this model with Liquid Development.

"We warmly welcome Liquid's highly talented team and collaborators to the fast growing Keywords group and we look forward to continuing to build upon the excellent reputation and client base enjoyed by the Liquid Development brand. Bringing the two businesses together provides the group with the much needed art capacity and talent to help meet existing strong client demand and enables us to offer more services to more potential and existing clients."

"We are looking forward to taking advantage of the strong opportunities presented by the increased demand for art asset creation services due to the recent step change in art definition brought about by the increased processing power and storage capacity of the new generation of games consoles and smart phones."

Fred Stockton, Chief Executive of Liquid Development, LLC commented:

"Our team is very pleased to be joining Keywords' group of companies that provide the broadest range of services to the video game industry. Liquid's founder, Darren Bartlett and our creative director Stefan Henry-Biskup will join me in continuing leadership roles at Keywords. The ability to expand the scope of Liquid's art services, through combining efforts with the well-funded and geographically diverse existing Keywords' art business will allow the Liquid team to offer our existing clients and new clients a great breadth of service. This is an important step in our company's continued growth and success."

For further information, please contact:

About Keywords Studios (www.keywordsstudios.com)

Keywords Studios is an international technical services provider to the global video games industry. Established in 1998, and now with facilities in Dublin, Rio de Janeiro, Montreal, Mexico City, Los Angeles, Seattle, Tokyo, Singapore, New Delhi, Pune, Rome, Milan, Barcelona, Madrid and London, it provides integrated art creation, localisation, testing, audio and customer care services across 50 languages and 12 games platforms to a blue chip client base in more than 15 countries. It has a strong market position, providing services to 20 of the top 25 most prominent games companies, including Microsoft, Supercell, King, Namco Bandai, Sony, Konami, Electronic Arts, 2K, and Square Enix. Recent titles worked on include NBA 2K15, Batman: Arkham Knight, Forza Horizon 2, Diablo III Reaper of Souls Ultimate Evil Edition, Clash of Clans. Keywords is listed on AIM, the London Stock Exchange regulated market (KWS.L). 

About Liquid Development (www.liquiddevelopment.com)

Liquid is a leading external development partner and provider of art services including concept design, 2D asset creation, 3D asset creation (modelling and texturing), environment build, animation, effects and in-game cinematics to the video game and amusement park industries. Working from its studio in Portland, Oregon, Liquid's production team provide art assets of the finest quality for incorporation in some of the world's leading video game series including Halo, Batman, Evolve and Mass Effect to name just a few. Liquid's proprietary "The Pit Crew" online workflow management and collaboration tool enables it to track and share progress of its projects with its clients from conception to completion.