Keywords Studios Plc Regulatory News (KWS)

17 December 2019

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

Acquisition of Ichi, Kantan and Syllabes

Keywords Studios, the international technical and creative services provider to the global video games industry, today announces three acquisitions, in line with the Group's strategy to be the 'go to' technical and creative services platform for the global video games industry.

Highlights:

·; Acquisition of Kantan adds cutting edge Machine Translation technology to the Group that will enable Keywords to provide a world leading machine learning localisation service

·; Acquisition of Ichi expands marketing services with branding expertise that is key to determining the success of a game

·; Acquisition of Syllabes adds a games and film/TV audio recording studio, completing the full suite of services provided out of Keywords' Montreal services hub

·; The total consideration payable for the three business is €7m, £3.2m and CAD$475k respectively, or c.€11.2m* for combined last reported revenue of c.€4.8m*.

Xcelerator Machine Translations Ltd ("Kantan") acquired for a potential consideration of up to €7m

Kantan is a leading developer of automated translation technology with its own Neural Network Machine translation engines, KantanMT, and a global crowdsourcing translation platform, KantanSkynet. It licenses the technology and delivers development services to end user organisations such as eBay, VistaPrint and the European Commission as well as to language service providers.

Kantan was founded by Tony O'Dowd, a pioneer in the development of Machine Translation and Translation Memory solutions. Leveraging a combination of academic research interests and latest technology developments, he has a proven track record of delivering successful commercial applications.

Kantan employs nine people and is based at Dublin City University's ADAPT Centre in Ireland, a leading research institute in the field of machine translation. For the 12 month period to 31st March 2019, Kantan has generated revenues of over €800k with a 22% adjusted EBITDA margin.

Keywords is paying an initial consideration of €3.5m in cash to the founder, Tony O'Dowd, and investors including Delta Partners and Enterprise Ireland (together, the "Sellers") and will issue 38,699 new ordinary shares in Keywords to Tony O'Dowd within 18 months from completion, which will then be subject to orderly market provisions for a further 12 months. The remaining €2.9m consideration will become payable to Tony O'Dowd, in a mix of cash and shares, based upon performance targets for Kantan for the three years post completion.

Ichi Holdings Ltd ("Ichi") acquired for a total consideration of £3.2m

Founded in 2009, Ichi has 13 staff based in Holborn, London, providing a full suite of creative and marketing services to video game publishers, and to the sports and entertainment sectors globally. It creates full brand marketing campaign strategies, as well as marketing assets such as game trailers, live action, social content, key marketing art and materials. These are deployed throughout the life span of its customers' games and products.

The company works with major game publishers such as Square Enix, NaturalMotion, Deep Silver and Sports Interactive. Ichi also works with sports brands, such as Puma, and entertainment content companies including Netflix. For the 12 month period to 30 June 2019, Ichi generated revenues of £2.9m and PBT of £0.6m.

Liz Corless ("the Seller") will continue as Ichi's Studio Head, with the rest of the talented team remaining with the business. 

Under the terms of the acquisition Keywords is paying an initial consideration of £2.24m in cash and 70,247 new ordinary shares in Keywords will be issued to the Seller within 18 months of completion, which will then be subject to orderly market provisions for a further 12 months.

Acquisition of the assets of 9145-9115, Inc. ("Syllabes") for a total potential cash consideration of up to CAD$ 475k

Founded in 2004 in Montreal, Syllabes provides audio recording and casting services in French and English for the video-games industry, as well as for a wide range of media and entertainment customers. It also provides sound design services, audiobook recording services, and is well-known in Montreal for its Academy, a training school for local actors which specializes in teaching dubbing and voice acting.

Syllabes has five full time staff and is generating over CAD$ 700k of revenue per year. An initial cash consideration of up to CAD$ 325k will be paid to founder and seller, Nicolas Charbonneaux, a well-known voice actor, set director and audio creative in the Montreal entertainment eco-system. Deferred consideration of up to CAD$ 150k will be payable, subject to certain targets being delivered over the 12 months from completion.

Andrew Day, CEO of Keywords Studios commented:

"We are delighted to have made three high calibre acquisitions.

"We have already been working with Kantan, which we previously selected as a commercial partner to underpin our machine translation initiatives in games, as its solutions are uniquely adaptable to the challenges of applying machine translation to video games. Video games are highly context specific, often being set in fantasy worlds, are highly immersive, and therefore require both high quality and highly adapted localisation, are multi branching and use real time, AI generated content.

"Kantan brings its highly customisable technology, its exciting crowd sourced translation platform, and the deep expertise of Tony O'Dowd and his team. This, combined with Keywords' 20 years of games localisation experience and video game translators around the world will enable us to provide a fully integrated world leading machine-assisted localisation service to leading video game publishers and developers, further cementing our market leading position.

"Ichi's high value-add branding strategy and marketing expertise are key to determining the success of a game or product, so they will be a valuable addition to the Group's range of marketing services.

"Having collaborated with Syllabes on a wide range of projects over many years, we are pleased to be able to bring them in to the Group, enabling us to provide the full range of our services out of our Montreal hub.

"We look forward to working with the highly experienced and creative teams at Kantan, Ichi and Syllabes, to support their growth as part of the Keywords family as they, in turn, help us to build further upon our reputation as the leading provider of highly specialised video games services around the world."

Capital Markets Day

We will host a Capital Markets Day in London on 5 February 2020 focusing on delivering a better understanding of each service line with deeper case studies on Game Development and Marketing. This follows on from the successful Montreal Site Visit and Capital Markets Day on 14 November 2019, which focussed on the benefits of scale, the integration of acquisitions to establish a fuller service platform and our successes in cross selling and cross delivery.

*FX rates used: GBP to EUR 1.20 and CAD to EUR 0.68

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 over 50 facilities in 21 countries strategically located in Asia, the Americas and Europe, it provides integrated art creation, software engineering, testing, localisation, audio and customer care services across more than 50 languages and 16 games platforms to a blue-chip client base of approximately 950 clients across the globe. 

Keywords Studios has a strong market position, providing services to 23 of the top 25 most prominent games companies, including Activision Blizzard, Bandai Namco, Bethesda, Electronic Arts, Konami, Microsoft, Riot Games, Square Enix, Supercell, TakeTwo, Epic Games and Ubisoft. Recent titles worked on include Call of Duty: Black Ops 4, Mortal Combat X, Assassin's Creed Odyssey, Borderlands 3, League of Legends, Fortnite, Clash Royale and Rainbow Six Siege. Keywords Studios is listed on AIM, the London Stock Exchange regulated market (KWS.L).

About Kantan (kantanmt.com)

Kantan provides a full suite of products designed to train, integrate, and deploy machine translation engines in a highly customised manner to maximise the effectiveness of machine translation for each application.

KantanMT is a cloud-based, customisable machine translation platform. Traditional

Machine Translation applications have always been very complicated and expensive to use. The scale and complexity of hardware and software required to run most MT systems is daunting. Many require an expensive team of experts to install, configure, test, run, secure, and update them.

KantanMT has been purposefully designed to address these challenges and inherent complexities

head-on and simplify the development, improvement and deployment of Machine Translation

systems.

About Ichi (www.ichi-worldwide.com)

ICHI is an award winning Global creative agency and proud partner to the world's biggest entertainment brands. Established in 2009 and based in London, it provides product brand strategy and visual identity, in addition to creative services including key art, social content, live action and gameplay trailers. Recent titles worked on include Resident Evil 2, Blood & Truth, Football Manager 2020, Metro Exodus, Final Fantasy XIV, and CSR2.

About Syllabes (www.syllabes.com)

Based in Montreal, Canada, Syllabes is an audio recording studio providing the highest quality French and English speaking dubbing and voice-over services, as well as a wide range of audio and live performance related services, from casting to sound design. Through its Academy trainings, it also offers actors an access to its voice acting expertise, positioning itself uniquely in the highly creative Montreal environment. Recent titles worked on include Shadow of the Tomb Raider, Gyft and a wide range of Audiobooks from Audible.