Jam City and DPCM Capital Announce $1.2B Merger Agreement

Developer of mobile games Jam City is set to become the next company to go public via a merger with a special purpose acquisition company (SPAC) after a definitive agreement with DPCM Capital for the combination was announced today.

“We believe Jam City is at the forefront of mobile gaming, and its unique Games-as-a-Service model has proven to sustain player retention and drive monetization.”

Emil Michael, Chairman and CEO, DPCM Capital

Going Public on the NYSE                                                    

Jam City and the SPAC will create a combined company with an enterprise value of $1.2 billion, and upon closing of the transaction, the combined entity, Jam City Holdings, will list its Class A common stock on the New York Stock Exchange (NYSE) under the ticker symbol “JAM”.

“We expect going public will provide us with a source of capital to accelerate our growth and advance our strategic priorities, while acquiring and teaming up with Ludia adds compelling new intellectual property and gaming genres to our catalog.”

Chris DeWolfe, Chairman and CEO, Jam City

As soon as the business transaction closes, Jam City will use $175 million of the proceeds from the transaction to acquire another mobile games developer firm, Ludia, from Fremantle Media, to bring together the Montreal-based game creator to help strengthen further its own market position and global player network.

The new entity will be led by the management team at Jam City – Chairman and CEO Chris DeWolfe, Co-Founder, President and COO Josh Yguado and CFO Jae Yu. The Board of Directors will see the addition of Denmark West, former executive at BET, Viacom Media Networks and Microsoft.

“We believe that games are the next-generation of social engagement, and that our longstanding relationships throughout the global gaming ecosystem provide us access to a rich pipeline of untapped, accretive growth opportunities that we are poised to capitalize on.”

Josh Yguado, Co-Founder, President and COO, Jam City

Approximately 65% of the outstanding common stock Class A of the combined entity will be held by existing stockholders of Jam City, while Jam City’s strategic investor Netmarble Corporation will own a significant portion of the combined company stock.

Future M&A Opportunities in Sight

Netmarble and a group of institutional investors, as well as members of the combined company management teams, committed to a private investment in public equity (PIPE) to the amount of $100 million that is expected to close concurrently with the combination.

The remaining approximately $115 million of cash on the balance sheet of the combined business entity will be used to accelerate growth by developing new games, enhancing its proprietary technology further and pursuing M&A opportunities, as well as other strategic initiatives.

The combined company expects to generate $868 million in bookings and $112 million in adjusted earnings before interest, tax, depreciation and amortization (EBITDA) in 2022.

The combination, which was approved by the Boards of Directors of both Jam City and DPCM Capital, will now require the approval of shareholders at both companies, and is expected to close later this year, subject to other customary closing conditions and receipt of certain regulatory approvals.

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