Keywords Studios Plc Regulatory News (KWS)

13th April 2016

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

Acquisition of Synthesis for a maximum consideration of €18m

- A leading provider of localisation, audio and localisation testing services

- Positions Keywords as the global leader in localisation and voice-over recording for video games world-wide, doubling the Group's current audio capability

- Brings a highly complementary client base, with a strong track record of working with major game franchises

- Adds new studios in Germany, France and Taiwan and provides further penetration for the Group's existing studios in Latin America, US, Asia and Europe

Keywords, the international technical services provider to the global video games industry, today announces that it has acquired the Synthesis group of companies that provide localisation, audio and localisation testing services to leading video game developers and publishers. In particular, Keywords is acquiring 100% of the equity share capital of Synthesis Global Solutions SA in Switzerland, Sillabit S.R.L. in Milan, Italy and Synthesis Deutschland GmbH in Hamburg, Germany from the founders. In addition, certain assets and employees of Synthesis's operations in France, Spain, Brazil, Mexico, US, Taiwan, Singapore, Korea and Japan (together with the companies being acquired, the "Synthesis Group") will transfer to Keywords.

The Synthesis Group posted pro forma revenues of €16.9 million and PBT of €2.0 million for the year ended 31 December 2015. Under the terms of the acquisition, which is expected to be immediately earnings enhancing, the Group is paying up to €18 million, of which €1m in cash is contingent on revenue of at least €15 million being achieved in the 12 month period after the acquisition. Of the initial €17m payable, €10.2m was paid in cash on completion with the remainder being satisfied by the right to 2,376,518 new Keywords shares to be issued in two equal tranches on the first and second anniversary of the acquisition. The shares will be subject to orderly marketing restrictions for a period of 12 months following issue.

Synthesis has a 20 year track record of delivering high quality localisation and audio services for many of the biggest name video game franchises including such titles as Call of Duty, Grand Theft Auto, Skyrim, World of Warcraft, StarCraft, Destiny, Borderlands, Need for Speed, Assassins Creed, Battlefront, Fallout, The Witcher and Watchdogs. The acquisition of Synthesis brings further strength to the Group's existing audio and localisation businesses, adding approximately €7.0m to each of them on an historic basis. The combination of Keywords, Binari Sonori (acquired in May 2014) and Synthesis gives the Group undisputed leadership in localisation and voice-over recording for video games world-wide. Certain assets and employees of Synthesis operations in Brazil, Mexico, US, Spain, Tokyo and Singapore will all be absorbed into existing Group studios in those locations. Synthesis operations in Germany (Hamburg), France (Paris) and Taiwan (Taipei) will become additional Keywords locations expanding the Group's reach into those key territories.

Max and Luca Reynaud, the founders, together with the wider leadership team of Synthesis Group, will remain with the business focussing on the continued delivery of services under the Synthesis brand while also playing wider roles within the Group.

Andrew Day, Chief Executive of Keywords, commented:

"The acquisition of the Synthesis Group represents our largest acquisition to date and, in common with our acquisition in February 2014 of Babel Media, is an important milestone in our consolidation of this highly fragmented market.

"Having been long time admirers of Synthesis' deep relationships with its clients, such as Activision, Bethesda, Disney, Ubisoft and Sony, we are delighted to be joined by such a dedicated and talented team of producers, project managers, audio directors, engineers, translators and testers. Their culture of client and project focus and their drive for the best quality and on time deliveries are a strong fit with the culture of Keywords and we are confident that the integration of the Synthesis Group within Keywords will lead to an even stronger services business shaped around the very best talent in the industry.

"We are looking forward to working with Max and Luca to continue the growth of Synthesis with the benefit of the scale, broader service offering and enlarged client base of the combined group and to exploiting the best of Synthesis and Keywords for the benefit of all our clients, employees and wider collaborators."

Max Reynaud, CEO of Synthesis Group commented:

"We are delighted to be joining the Keywords group. We firmly believe that the consolidation of the services market is an essential component in advancing the video games industry and one which will enable our multi-billion dollar, global clients to work with a leading provider that can serve their needs across all the major markets, game platforms and in support of their constant innovation in interactive content. We at Synthesis have shared the vision of Keywords for some time and we are pleased to be able participate in the execution of Keywords' strategy to become the "go to" provider of technical services to the video games industry.

"In Keywords, we believe we have a unique opportunity to join with a likeminded team to develop our business and our people and to expand upon the services and delivery centres we can offer to our clients."

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, Portland, Mexico City, Los Angeles, Seattle, Tokyo, Singapore, New Delhi, Pune, Rome, Milan, Barcelona, Madrid, Shanghai, Manila and London, it provides integrated art creation, localisation, testing, audio and customer care services across 50 languages and 14 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, Bandai Namco, Sony, Konami, Electronic Arts, 2K, and Square Enix. Recent titles worked on include Tom Clancy's The Division, Halo 5: Guardians, Batman: Arkham Knight, Street Fighter V, Rise of the Tomb Raider, Clash Royale, Mobile Strike. Keywords is listed on AIM, the London Stock Exchange regulated market (KWS.L). 

About Synthesis (www.synthesis.co)

Synthesis International Srl was established in Milan in 1995. Founded by Max and Luca Reynaud, it quickly became the largest Italian company offering video game localisation.Since 2009 it has expanded internationally, initially opening branches in Italy and Spain, followed by Germany, the USA and Japan and later extending its presence to France, Brazil, Mexico, Taiwan and Singapore. Now one of the leading providers of audio and localisation services, Synthesis has earned a strong reputation and multiple awards for working with major developers and publishers on many of the biggest video game titles over the last for 20 years.