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Nexters Global, the owner of blockbuster mobile game Hero Wars, to go public via merger with Kismet Acquisition One SPAC

Chibi Island official release Q2 results and PIPE investments Nexters raises financial forecasts Nexters to go public on Nasdaq
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Nexters officially releases Chibi Island, a new farm and adventure mobile game, after successful soft launch

Discover the secrets of the Pyramid as an explorer in this colorful, multifaceted mobile game


July 28, 2021 Limassol, Cyprus - Players are welcome to land and explore the new farm and adventure game, Chibi Island, available on iOS and Google Platform. The official launch brings with it a fully-featured version of Chibi Island updated with new Match3 play as well as daily quests, and new in-game themes including Wild West and ancient China. These new additions help Chibi Island players enjoy months of gameplay.


The title is developed and published by Nexters, an international game development company which strives to introduce the joy of core gaming experiences to casual players, and is expected to finalize a business combination with Kismet Acquisition One Corp (Nasdaq: KSMT, KSMTU, KSMTW) by the end of Q3 2021.


Chibi Island has been in live testing since it had a “soft launch” in December 2020 with a limited set of features and content. It has been continuously updated since then with improvements to the game coming via player feedback and analysis of internal game performance metrics. To date, Chibi Island's metrics have exceeded its creators' expectations, with data collected between January and April of 2021 showing the game doubling the retention and average play session benchmarks set by Hero Wars, Nexters’ most successful game.


Chibi Island succeeds Island Experiment, a casual farm game first launched on social media channels back in 2014, with nearly 30 million installs to date. Despite the significant player base, the Nexters development team saw a need for a major overhaul to the game to grow the title’s popularity. The new vision was based on a much deeper, more engaging storyline and additional game mechanics. After extensive analysis, the team came to the decision to realize the new concept as an entirely new game.


Chibi Island inherits the visual style and main heroes from Island Experiment. Now, our heroes will explore the island to unleash the mystery of the Pyramid with more diversity in gameplay and a more transparent in-game economy for improved farm management. But the key upgrade is the completely new approach to storytelling. It is a much deeper narrative with several engaging plotlines that come together in the big finale, and additional care has been taken to better develop the characters of the game. There is also a stronger mutual integration between the story and gameplay.


The launch extends an exciting month for Nexters, which recently announced in relation to its SPAC merger deal that it secured $50 million of PIPE investments from Mubadala Investment Company and VPE Capital, which when paired with $50 million from Kismet Sponsor Limited, meets the minimum cash condition required under the business combination agreement. The SPAC merger deal is now expected to close by the end of Q3, 2021.

About Nexters

Nexters is an international game development company which strives to introduce the joy of core gaming experiences to casual players. Thanks to such hit games like Hero Wars, Throne Rush, and others the company reached over 200 million installs worldwide and became one of the top five independent mobile game companies in Europe. Headquartered in Cyprus, Nexters is built upon a team of 500+ inspired game developers. Please find more information about Nexters at: https://nexters.com and follow Nexters on LinkedIn and Twitter.


About SPAC deal between Nexters and Kismet Acquisition One

On February 1, Nexters and Kismet Acquisition One Corp (“Kismet”) announced entering into a definitive business combination agreement that is expected to result in Nexters becoming a publicly-listed company on Nasdaq. The transaction, which placed Nexters at an enterprise value of $1.9 billion, will be funded by approximately $250 million of cash held in trust by Kismet, subject to potential redemptions, as well as the additional $50 million investment by the SPAC Sponsor, Kismet Sponsor Limited, and $50 million in the aggregate from PIPE investors Mubadala Investment Company and VPE Capital. The transaction is expected to close by the end of Q3 2021.


Nexters Contacts:

PR: Andrey Akimov | Chief Communications Officer
aa@nexters.com

IR: Roman Safiyulin | Investor Relations Officer
r.safiyulin@nexters.com


DISCLAIMERS

This press release shall neither constitute an offer to sell or the solicitation of an offer to buy any securities, nor there any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

Use of Projections. The financial projections, estimates and targets in this press release are forward-looking statements that are based on assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond Kismet’s and Nexters’ control. Although all financial projections, estimates and targets are necessarily speculative, Kismet and Nexters believe that the preparation of prospective financial information involves increasingly higher levels of uncertainty the further out the projection, estimate or target extends from the date of preparation. The assumptions and estimates underlying the projected, expected or target results are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the financial projections, estimates and targets. The inclusion of financial projections, estimates and targets in this press release should not be regarded as an indication that Kismet and Nexters, or their representatives, considered or consider the financial projections, estimates and targets to be a reliable prediction of future events.

Additional Information; Participants in the Solicitation. Nexters has filed a registration statement with the SEC that includes a preliminary proxy statement of Kismet and a preliminary prospectus of Nexters (the “proxy statement/prospectus”). The definitive Proxy Statement/Prospectus will be mailed to Kismet’s shareholders as of a record date to be established for voting on the contemplated business combination when it becomes available. Kismet shareholders and other interested persons are urged to read the proxy statement/prospectus and any other relevant documents filed with the SEC because they contain important information about Kismet, Nexters and the contemplated business combination. Kismet shareholders will be able to obtain a free copy of the proxy statement/prospectus, as well as other filings containing information about Kismet, Nexters and the contemplated business combination, without charge, at the SEC’s website located at www.sec.gov.

Kismet, Nexters and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Kismet’s shareholders in connection with the proposed transaction. A list of the names of such directors and executive officers and information regarding their interests in the business combination are contained in the proxy statement/prospectus. You may obtain free copies of these documents as described in the preceding paragraph. This press release does not contain all the information that should be considered in the contemplated business combination. It is not intended to for many basis of any investment decision or any decision in respect to the contemplated business combination.

Forward Looking Statements. Certain statements in this press release may constitute “forward-looking statements” for purposes of the federal securities laws. Such statements are based on current expectations that are subject to risks and uncertainties. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.

The forward-looking statements contained in this press release are based on Kismet’s and Nexters’ current expectations and beliefs concerning future developments and their potential effects on Kismet and Nexters. There can be no assurance that future developments affecting Kismet and Nexters will be those that Kismet and Nexters have anticipated. Forward-looking statements involve a number of risks, uncertainties (some of which are beyond Kismet’s and Nexters’ control) or other assumptions. You should carefully consider the risks and uncertainties described in the “Risk Factors” section of the registration statement on Form F-4 relating to the business combination, filed by Nexters and other documents filed by Nexters and Kismet from time to time with the SEC. Should one or more of these risks or uncertainties materialize, or should any of Kismet’s or Nexters’ assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Kismet and Nexters undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Nexters reports 40% bookings growth in Q2 2021, confirms PIPE investment and SPAC transaction closing timeline
  • The company continues to deliver strong growth in quarterly bookings by 40% and an increase in the number of Monthly Paying Users by 43% in Q2 2021 year over year.
  • Additional investments secured: $50 million via PIPE from Mubadala Investment Company and VPE Capital.
  • Total investments reached $100 million which provides the cash minimum required under the business combination agreement, the SPAC merger deal is now expected to close by the end of Q3 2021.

July 19, 2021 Limassol, Cyprus - Nexters, an international game development company that is in the process of closing a business combination with a SPAC company Kismet Acquisition One Corp (Nasdaq: KSMT, KSMTU, KSMTW), saw continued success in its approach to bring core gaming experiences to casual audiences as it announced further growth of Bookings in Q2. Nexters also reached the minimum cash condition required under the business combination agreement as a result of PIPE funding commitments, the transaction is now expected to close by the end of Q3 2021.


The Q2 results feature strong financial and operating performance after following sustainable growth for the beginning of the year. Fueled by successful marketing initiatives, Nexters reached $154 million in Bookings in Q2 2021 - 40% higher year-over-year for the same period in 2020.


This rapid growth came with an increase of monthly paying players by 43% year-over-year to approximately 400,000 paying players. Despite the significant inflow of new payers, who tend to spend less in the beginning of their lifespan, the blended average bookings per paying player kept relatively flat at $125.


“Our savvy marketing and fun games are landing well with a growing audience who haven’t stopped playing games,” Andrey Fadeev, Nexters CEO said. “These successes are further fuel for our readiness to go public.”


Additional investment has been secured thus letting Nexters to meet the minimum cash condition required under the business combination agreement. $50 million will be invested via PIPE (Private Investment in Public Equity) by Mubadala Investment Company and VPE Capital. The PIPE investment along with $50 million from SPAC sponsor Kismet Sponsor Limited provides the required minimum of $100 million.


Faris Al Mazrui, Head of Mubadala’s Russia and CIS Investment Program, said: “We are excited to establish this partnership with Ivan Tavrin and Kismet through this investment into Nexters. The company fits well within our expanding portfolio of tech companies that we believe will deliver long term and sustainable returns. Nexters is led by a strong and visionary management team, and is well-positioned to benefit from the ever-evolving games market.”


Roman Kudryashov, Partner of VPE Capital, said: “The gaming space is one to which we have been looking to gain exposure for some time, and we are convinced that Nexters offers a great growth opportunity for us and our LPs. The company demonstrates the kind of dynamic entrepreneurship we like to see in our Fund. We are very much looking forward to working with our new partners.”


The secured investments provide transaction security for closing the deal, which is now expected to be completed by the end of Q3 2021, subject to regulatory approval and other customary conditions. After closing of the business combination, Nexters is expected to trade on Nasdaq Global Select Market under the “GDEV” ticker symbol.


On January 31, Nexters and Kismet Acquisition One Corp (“Kismet”) entered into a definitive business combination agreement that will result in Nexters becoming a publicly-listed company on Nasdaq. The transaction, which placed Nexters at an enterprise value of $1.9 billion, will be funded by approximately $250 million of cash held in trust by Kismet, subject to potential redemptions, as well as the additional $50 million investment by the SPAC Sponsor, Kismet Sponsor Limited, and $50 million in the aggregate from PIPE investors Mubadala Investment Company and VPE Capital. The transaction is expected to close by the end of Q3 2021. Please find more information about this business combination at: https://nexters.com/investors_content

About Nexters

Nexters is an international game development company which strives to introduce the joy of core gaming experiences to casual players. Thanks to such hit games like Hero Wars, Throne Rush, and others the company reached over 200 million installs worldwide and became one of the top five independent mobile game companies in Europe. Headquartered in Cyprus, Nexters is built upon a team of 500+ inspired game developers. Please find more information about Nexters at: https://nexters.com and follow Nexters on LinkedIn.


Nexters Contacts:

PR: Andrey Akimov | Chief Communications Officer
aa@nexters.com

IR: Roman Safiyulin | Investor Relations Officer
r.safiyulin@nexters.com


About Mubadala Investment Company

Mubadala Investment Company is a sovereign investor managing a global portfolio, aimed at generating sustainable financial returns for the Government of Abu Dhabi.

Mubadala’s $243.4 billion (AED 894 billion) portfolio spans six continents with interests in multiple sectors and asset classes. We leverage our deep sectoral expertise and long-standing partnerships to drive sustainable growth and profit, while supporting the continued diversification and global integration of the economy of the United Arab Emirates.

Headquartered in Abu Dhabi, Mubadala has offices in London, Rio de Janeiro, Moscow, New York, San Francisco and Beijing.

For more information about Mubadala Investment Company, please visit: https://www.mubadala.com


About VPE Capital

VPE Capital is a specialist emerging market asset manager focused on investing institutional funds to enhance risk weighted returns with a focus on the CIS region.

For more information about VPE Capital, please visit: https://www.vpe-capital.com


DISCLAIMERS

This press release shall neither constitute an offer to sell or the solicitation of an offer to buy any securities, nor there any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

Use of Projections. The financial projections, estimates and targets in this press release are forward-looking statements that are based on assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond Kismet’s and Nexters’ control. Although all financial projections, estimates and targets are necessarily speculative, Kismet and Nexters believe that the preparation of prospective financial information involves increasingly higher levels of uncertainty the further out the projection, estimate or target extends from the date of preparation. The assumptions and estimates underlying the projected, expected or target results are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the financial projections, estimates and targets. The inclusion of financial projections, estimates and targets in this press release should not be regarded as an indication that Kismet and Nexters, or their representatives, considered or consider the financial projections, estimates and targets to be a reliable prediction of future events.

Additional Information; Participants in the Solicitation. Nexters has filed a registration statement with the SEC that includes a preliminary proxy statement of Kismet and a preliminary prospectus of Nexters (the “proxy statement/prospectus”). The definitive Proxy Statement/Prospectus will be mailed to Kismet’s shareholders as of a record date to be established for voting on the contemplated business combination when it becomes available. Kismet shareholders and other interested persons are urged to read the proxy statement/prospectus and any other relevant documents filed with the SEC because they contain important information about Kismet, Nexters and the contemplated business combination. Kismet shareholders will be able to obtain a free copy of the proxy statement/prospectus, as well as other filings containing information about Kismet, Nexters and the contemplated business combination, without charge, at the SEC’s website located at www.sec.gov.

Kismet, Nexters and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Kismet’s shareholders in connection with the proposed transaction. A list of the names of such directors and executive officers and information regarding their interests in the business combination are contained in the proxy statement/prospectus. You may obtain free copies of these documents as described in the preceding paragraph. This press release does not contain all the information that should be considered in the contemplated business combination. It is not intended to for many basis of any investment decision or any decision in respect to the contemplated business combination.

Forward Looking Statements. Certain statements in this press release may constitute “forward-looking statements” for purposes of the federal securities laws. Such statements are based on current expectations that are subject to risks and uncertainties. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.

The forward-looking statements contained in this press release are based on Kismet’s and Nexters’ current expectations and beliefs concerning future developments and their potential effects on Kismet and Nexters. There can be no assurance that future developments affecting Kismet and Nexters will be those that Kismet and Nexters have anticipated. Forward-looking statements involve a number of risks, uncertainties (some of which are beyond Kismet’s and Nexters’ control) or other assumptions. You should carefully consider the risks and uncertainties described in the “Risk Factors” section of the registration statement on Form F-4 relating to the business combination, filed by Nexters and other documents filed by Nexters and Kismet from time to time with the SEC. Should one or more of these risks or uncertainties materialize, or should any of Kismet’s or Nexters’ assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Kismet and Nexters undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Nexters raises financial forecasts as it beats anticipated post-COVID-19 trends
  • Players behaviour continued to show positive dynamics: monthly Average Bookings Per Paying User grew by 7% in Q1
  • Company estimates year-on-year revenue growth of 48% [1] in Q1 2021 based on a solid 15% growth in Bookings
  • Due to players behavior, Q1 results, and April’s growth of Paying Users Nexters raised 2021 Bookings growth forecast at 38%

July 01, 2021 Limassol, Cyprus – Nexters, an international game development company which is preparing to go public on Nasdaq this year, reports positive operating and financial metrics in its existing and new titles in 2021. This performance comes in spite of industry’s cautious expectations regarding post-COVID-19 trends, and has led the company to revise its forecasts for 2021 and beyond.


Mobile player behavior has not experienced any negative change since the start of 2021. Players’ spending proceeded to grow, as Monthly Average Bookings Per Paying User grew by 7% in Q1 2021 compared to Q1 2020 and reached $115.


Q1 Bookings has reached $113 million, 15% higher compared to the same period of 2020, resulting in estimated revenue growth of 48%[1]. The growth has been supported by new marketing initiatives and acquiring users with forecasted paybacks above initial expectations, which led to an increase in the number of Monthly Paying Users by 9%. To capitalize on the Q1 growth, the company has increased its marketing campaigns and achieved an increase in Monthly Paying Users of 42% year-on-year in April 2021.


Strong performance in the beginning of the year allowed Nexters to significantly update the forecast for 2021 Bookings, which are expected now to grow at 38% year-over-year and reach around $610 million.


“Our games won’t stop being fun when the pandemic ends,” Nexters CEO and Cofounder Andrey Fadeev said. “On the one hand we see an ongoing growth of Hero Wars, a ‘forever franchise' first released in 2016. On the other we see some promising results from new titles such as Chibi Island. Our strong performance from both new and well-established titles positions us well for our anticipated upcoming listing on Nasdaq,”


On February 1, Nexters and Kismet Acquisition One Corp (“Kismet”) (Nasdaq: KSMTU), a special purpose acquisition company (SPAC), entered into a definitive business combination agreement that will result in Nexters becoming a publicly-listed company on Nasdaq. The transaction which placed Nexters at an enterprise value of $1.9 billion, will be funded by approximately $250 million held in trust by Kismet, subject to potential redemptions, as well as the additional $50 million investment by the SPAC Sponsor, Kismet Capital Group, and is expected to close in 2021. Please find more information about the SPAC transaction at: https://nexters.com/investors_content


About Nexters

Nexters is an international game development company which strives to introduce the joy of core gaming experiences to casual players. Thanks to such hit games like Hero Wars, Throne Rush, and others the company reached over 100 million installs worldwide and became one of the top five independent mobile game companies in Europe. Headquartered in Cyprus, Nexters is built upon a team of 500+ inspired game developers. Please find more information about Nexters at: https://nexters.com and follow Nexters on LinkedIn.


DISCLAIMERS

This press release shall neither constitute an offer to sell or the solicitation of an offer to buy any securities, nor there any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

Use of Projections. The financial projections, estimates and targets in this press release are forward-looking statements that are based on assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond Kismet’s and Nexters’ control. Although all financial projections, estimates and targets are necessarily speculative, Kismet and Nexters believe that the preparation of prospective financial information involves increasingly higher levels of uncertainty the further out the projection, estimate or target extends from the date of preparation. The assumptions and estimates underlying the projected, expected or target results are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the financial projections, estimates and targets. The inclusion of financial projections, estimates and targets in this press release should not be regarded as an indication that Kismet and Nexters, or their representatives, considered or consider the financial projections, estimates and targets to be a reliable prediction of future events.

Non-IFRS Financial Measures. Nexters defines Bookings as revenue generated from both in-game purchases and advertising before taking into account deferral of certain revenue attributable to purchases of durable virtual items. Accordingly, Bookings is equal to revenue as reported by Nexters, plus the net change in revenue attributable to purchases of durable virtual items that is deferred and generally recognized ratably over the average playing period of players for the applicable game (player's lifespan), which represents Nexters’ best estimate of the average life of the durable virtual item. Bookings is a non-IFRS financial measure, and should not be construed as an alternative to revenue as an indicator of operating performance as determined in accordance with IFRS.

Additional Information; Participants in the Solicitation. Nexters has filed a preliminary proxy statement/prospectus, and will file a definitive proxy statement/prospectus and other relevant documents with the SEC. Kismet shareholders and other interested persons are urged to read the proxy statement/prospectus and any other relevant documents filed with the SEC because they contain important information about Kismet, Nexters and the contemplated business combination. Kismet shareholders will be able to obtain a free copy of the proxy statement/prospectus, as well as other filings containing information about Kismet, Nexters and the contemplated business combination, without charge, at the SEC’s website located at www.sec.gov.

Kismet and its directors and executive officers may be deemed to be participants in the solicitation of proxies from Kismet’s shareholders in connection with the proposed transaction. A list of the names of such directors and executive officers and information regarding their interests in the business combination are contained in the proxy statement/prospectus. You may obtain free copies of these documents as described in the preceding paragraph. This press release does not contain all the information that should be considered in the contemplated business combination. It is not intended to for many basis of any investment decision or any decision in respect to the contemplated business combination. The definitive proxy statement will be mailed to shareholders as of a record date to be established for voting on the contemplated business combination when it becomes available.

Forward Looking Statements. Certain statements in this press release may constitute “forward-looking statements” for purposes of the federal securities laws. Such statements are based on current expectations that are subject to risks and uncertainties. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.

The forward-looking statements contained in this press release are based on Kismet’s and Nexters’ current expectations and beliefs concerning future developments and their potential effects on Kismet and Nexters. There can be no assurance that future developments affecting Kismet and Nexters will be those that Kismet and Nexters have anticipated. Forward-looking statements involve a number of risks, uncertainties (some of which are beyond Kismet’s and Nexters’ control) or other assumptions. You should carefully consider the risks and uncertainties described in the “Risk Factors” section of the registration statement on Form F-4 relating to the business combination, filed by Nexters and other documents filed by Nexters and Kismet from time to time with the SEC. Should one or more of these risks or uncertainties materialize, or should any of Kismet’s or Nexters’ assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Kismet and Nexters undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Nexters Global, the owner of blockbuster mobile game Hero Wars, to go public via merger with Kismet Acquisition One SPAC
  • Nexters is a top-5 independent game developer in Europe [1] that builds mobile, web and social games loved by millions of players globally. Its flagship product, Hero Wars RPG, was downloaded 36 million times in 2020 on iOS and Android alone, scoring a 4.5/5 average rating among users.
  • Nexters generated $318 million in Net Bookings and $120 million in Free Cash Flow to Equity in 2020; the expected continued growth of Hero Wars and new mobile game titles launching in 2021 are projected to drive Net Bookings to $562 million in 2023, after platform fees.
  • The Transaction values Nexters at an enterprise value of $1.9 billion, and is expected to deliver up to $150 million in additional cash to the Company to support its transformation into a leading consolidation platform in the European mobile gaming space.
  • Founders Andrey Fadeev and Boris Gertsovskiy & existing shareholders of Nexters – including Igor Bukhman and Dmitrii Bukhman of Playrix – will roll 92% of their holdings into the combined company and agree to a 12 month lock-up; Kismet Capital Group (via affiliate) will invest $50 million in additional capital to ensure alignment with founders, existing shareholders and public investors.
  • Kismet Acquisition One Corp. is the first SPAC formed by Ivan Tavrin, TMT entrepreneur and executive and the founder of Kismet Capital Group; Mr. Tavrin brings experience in M&A and public markets to this Transaction, and will serve on the Board of the combined Company as an Independent Director.

Limassol, Cyprus. February 1, 2021 – Nexters Global Limited ("Nexters" or the “Company”), a Cyprus-based mobile & social game developer and publisher, and Kismet Acquisition One Corp. (“Kismet”) (Nasdaq: KSMTU), a special purpose acquisition company (SPAC) led by Founder and Chief Executive Officer Ivan Tavrin, have entered into a definitive business combination agreement (the “Transaction”) that will result in Nexters becoming a publicly-listed company on the Nasdaq Global Select Market under a new GDEV ticker. The Transaction is expected to close in the second quarter of 2021.


Company overview

Nexters was founded as an independent gaming studio in 2010 by Andrey Fadeev and Boris Gertsovskiy, the early pioneers of social and mobile game development in Russia. Based in Cyprus since 2017, Nexters has rapidly grown into a top-5 independent European game developer by net bookings.

The Company’s flagship product is its blockbuster Hero Wars mid-core RPG franchise, played in over 100 countries and available across all key platforms. Hero Wars has delivered 8.5x MAU growth to 5.4 million users and 4x paying users growth in the last two years. The Company is planning to launch three new titles in 2021 in casual genres, leveraging its proven expertise in mobile gaming and digital marketing to engage new audiences and expand its footprint across key global markets. The Company views APAC as a significant expansion opportunity, given Nexters’ expertise in RPG games and the popularity of the genre in Asia.

Nexters has delivered best-in-class profitability and growth, scaling its net bookings 10x in two years to $318 million in 2020, while staying well-diversified across key gaming markets. As of 2020, 35% of Company’s net bookings came from the United States, 23% [2] from Europe, and 19% [3] from Asia. The growth is expected to continue throughout 2021-23, with 2023 Net Bookings projected to reach $562 million and Management EBITDA [4] expected to come in at $138 million for 2021 and increase to $201 million by 2023.

Video gaming is a global and high growth form of entertainment, with total market size estimated at $175 billion today, exceeding the global music and video streaming markets combined. Mobile gaming accounts for 49% of the total gaming market and has grown by 26% in 2020. The growth in mobile gaming is expected to continue strongly at a CAGR of 9.9%, taking its total projected size to c. $114 billion in 2023. [5]

Nexters aims to become the leading consolidator in the gaming space in Russian speaking countries, Eastern Europe and beyond, capitalizing on the significant opportunity in the market while deploying its proven value creation playbook to support the companies it acquires. The Company will benefit from its unique connections to game developers throughout the region, the M&A expertise of Kismet, and its strategic partnership with the founders of Playrix, the second largest mobile game developer in the world by revenue [6] , who became shareholders in Nexters in 2018.

Following the closing of the Transaction, Nexters’ Co-Founder and CEO Andrey Fadeev and Co-Founder and Head of R&D Boris Gertsovskiy will continue to lead the Company, supported by a seasoned management team.


Management comments

Andrey Fadeev, Co-Founder and CEO of Nexters, commented: "Nexters is one of the fastest growing mobile gaming companies in the world, propelled by a mission to produce games that transform the user experience, bring joy to players across the globe, and have the potential to become “forever franchises”. In our flagship franchise, Hero Wars, players come not just to play and win, but also to spend time with other players, effectively making it a social network wrapped around the game. We are thrilled to make our debut as a public company, which will take us further on our quest to become a globally recognized market player. We are incredibly excited about the future of gaming and thrilled to have experienced partners such as Kismet Capital Group by our side."

Ivan Tavrin, Chairman and CEO of Kismet Acquisition One Corp, commented: “The gaming industry is in the midst of a dramatic transformation and has seen exponential growth in recent years, which only accelerated as more people turned to gaming amid the pandemic. Nexters’ founders and management have not only introduced one of the most popular games in the mobile gaming market, but also showed impressive growth in revenue and profitability from Day One. Gaming is a truly global market, and taking this amazing company public positions it to become a consolidation platform for other gaming franchises and studios all around the world.”


Transaction overview

On February 1, 2021, Kismet Acquisition One Corp. (Nasdaq: KSMTU) entered into a definitive agreement to combine with Nexters through a combination of stock and cash financing. The business combination values Nexters at an enterprise value of $1.9 billion, representing 13.8x projected 2021 and 11.6x projected 2022 Management EBITDA.

The Transaction is expected to deliver up to $150 million in cash to the Company’s balance sheet before advisor fees and/or redemptions by Kismet Acquisition One Corp. current shareholders, with proceeds expected to be used for general working capital purposes and potential acquisitions. Existing shareholders of Nexters will receive a cash payment of up to $150 million pro-rata to their pre-money shareholdings, and will roll approximately 92% of their holdings into the combined company while agreeing to a 12 month lock-up (subject to certain exceptions). In addition, the founders and the management will receive 20.0 million Earn-Out shares over 3 years (with 50% of the Earn-Out released at $13.50 VWAP and 50% released at $17.00 VWAP), also subject to a 12 month lock-up. The Transaction will be funded by approximately $250 million held in trust by Kismet Acquisition One Corp., subject to any redemptions, as well as the additional $50 million investment by the SPAC Sponsor, Kismet Capital Group, via an affiliate.

The Boards of Directors of Kismet Acquisition One Corp. and Nexters shareholders, as well as its sole director, have approved the Transaction. Completion of the proposed transaction is subject to the approval of the stockholders of Kismet Acquisition One Corp. and Nexters and other customary closing conditions, including the receipt of certain regulatory approvals and minimum cash balance at closing. The Transaction is expected to close in the second quarter of 2021.


Advisors

Credit Suisse, BofA Securities and LionTree Advisors served as financial and capital markets advisors to Kismet Acquisition One Corp.


Investor presentation

Nexters and Kismet Acquisition One Corp.’s investor presentation, video and associated audio recording will be made available at www.kismetcg.com and  www.nexters.com .

The presentation and a transcript of the audio recording will be filed with the U.S. Securities and Exchange Commission (the "SEC") as an exhibit to a Current Report on Form 8-K, and available on the SEC website at  www.sec.gov .


About Nexters

Founded in 2010, Nexters is one of the largest and most seasoned European gaming unicorns with deep expertise in mobile game development and marketing. The Company is a developer and publisher of Hero Wars mid-core RPG franchise, currently available on mobile (iOS, Android) and PC (via web and Facebook) and is looking to launch three new titles in 2021.


About Kismet Acquisition One Corp

Kismet Acquisition One Corp. is a special purpose acquisition company led by Chairman and Chief Executive Officer Ivan Tavrin, formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation, contractual control arrangement with, purchasing all or substantially all of the assets of, or engaging in any other similar initial business combination with one or more businesses or entities.


Use of Non-IFRS Financial Measures

This press release includes certain financial measures that are not prepared in accordance with the International Financial Reporting Standards as promulgated by the International Standards Accounting Board (“IFRS”) and that may be different from non-IFRS financial measures used by other companies. These non-IFRS measures, and other measures that are calculated using these non-IFRS measures, are an addition, and not a substitute for or superior to measures of financial performance prepared in accordance with IFRS and should not be considered as an alternative to operating income, net income or any other performance measures derived in accordance with IFRS.

Nexters believes that these non-IFRS measures of financial results (including on a forward-looking basis) provide useful supplemental information to investors about Nexters. Nexters’s management uses forward looking non-IFRS measures to evaluate Nexters’s projected financial and operating performance. However, there are a number of limitations related to the use of these non-IFRS measures and their nearest IFRS equivalents. For example other companies may calculate non-IFRS measures differently, or may use other measures to calculate their financial performance, and therefore Nexters’s non-IFRS measures may not be directly comparable to similarly titled measures of other companies.

Additionally, to the extent that forward-looking non-IFRS financial measures are provided, they are presented on a non-IFRS basis without reconciliations of such forward-looking non-IFRS measures.

Nexters is in the process of completing its IFRS audit for 2018-20 overseen by the Public Company Accounting Oversight Board (PCAOB). Nexters’s reporting processes and the control environment may not yet be sufficient to prevent any material weaknesses.


Additional Information and Where to Find It

This press release relates to the Transaction. This press release does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In connection with the Transaction, the new parent company of the combined group established in the BVI ("Pubco") intends to file relevant materials with the SEC, including a registration statement on Form F-4, which will include a proxy statement/prospectus. Promptly after the registration statement is declared effective by the SEC, a proxy statement/prospectus will be mailed to all Kismet Acquisition One Corp. shareholders entitled to vote at the special meeting relating to the Transaction. Before making any voting decision, investors and shareholders of Kismet Acquisition One Corp. are urged to read these materials (including any amendments or supplements thereto) and any other relevant documents in connection with the Transaction that the parties to the Transaction will file with the SEC as such materials become available because they will contain important information about Kismet Acquisition One Corp., Nexters and the Transaction. The preliminary proxy statement/prospectus, the definitive proxy statement/prospectus and other relevant materials in connection with the Transaction (when they become available), and any other documents filed by the parties to the Transaction with the SEC, may be obtained free of charge at the SEC’s website (www.sec.gov) or by directing a request to: Kismet Acquisition One Corp., 9 Building B, Lesnaya Street Moscow, Russia 125196.


Participants in the Solicitation

Kismet Acquisition One Corp., Nexters and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Kismet Acquisition One Corp.’s shareholders in connection with the Transaction. A list of the names of such directors and executive officers and information regarding their interests in the Transaction will be contained in the proxy statement/prospectus when available. Kismet Acquisition One Corp.’s shareholders and other interested persons may obtain free copies of these documents as described in the preceding paragraph.


Forward-Looking Statements

This press release contains certain “forward-looking statements” for purposes of the federal securities laws. Forward-looking statements include, but are not limited to, statements with respect to (i) Nexters’s revenues, bookings, performance, strategies, prospects and other aspects of the businesses of Nexters or Kismet Acquisition One Corp., or the combined company after completion of the Transaction, (ii) trends in the gaming industry, (iii) Nexters’s target cohorts and user and the expected arrangement with them, (iv) Nexters’s projected growth opportunities, including relative to its competitors and (v) other statements regarding Kismet Acquisition One Corp.’s or Nexters’s expectations, hopes, beliefs, intentions or strategies regarding the future. Such statements are based on current expectations that are subject to risks and uncertainties. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements contained in this press release are based on Kismet Acquisition One Corp.’s and Nexters’s current expectations and beliefs concerning future developments and their potential effects on Kismet Acquisition One Corp. and Nexters. There can be no assurance that future developments affecting Kismet Acquisition One Corp. and Nexters will be those that Kismet Acquisition One Corp. and Nexters have anticipated. Forward-looking statements involve a number of risks, uncertainties (some of which are beyond Kismet Acquisition One Corp.’s and Nexters’s control) or other assumptions. Many factors could cause actual results or performance to be materially different from those expressed or implied by the forward-looking statements in this press release, including (i) that the Transaction may not be completed in a timely manner or at all, which may adversely affect the price of Kismet Acquisition One Corp.’s securities, (ii) the risk that the Transaction may not be completed by Kismet Acquisition One Corp.’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by Kismet Acquisition One Corp., (iii) the failure to satisfy the conditions to the consummation of the Transaction, including the approval of the business combination agreement by the shareholders of Kismet Acquisition One Corp. and the satisfaction of the minimum trust account amount following any redemptions by Kismet Acquisition One Corp.’s public shareholders, (iv) the lack of a third-party valuation in determining whether or not to pursue the Transaction, (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the business combination agreement, (vi) the effect of the announcement or pendency of the Transaction on Nexters’s business relationships, operating results, and business generally, (vii) risks that the Transaction disrupts Nexters’s business, operations and plans, (viii) the outcome of any legal proceedings that may be instituted against Nexters or against Kismet Acquisition One Corp. related to the business combination or the Transaction, (ix) the ability to maintain the listing of Kismet Acquisition One Corp.’s securities on a national securities exchange, (x) changes in the competitive and regulated industries in which Nexters operates, variations in operating performance across competitors, changes in laws and regulations (including data privacy, cybersecurity and tax laws and regulations) affecting Nexters’s business and changes in the combined capital structure, (xi) the ability to implement business plans, forecasts, and other expectations after the completion of the Transaction, and identify and realize additional opportunities, (xii) the potential inability of Nexters to achieve its projected bookings growth and scale its platform, (xiii) the potential inability of Nexters to maintain its current revenue stream and its relationships with players and advertisers (xiv) the potential inability of Nexters to become a consolidator in the gaming industry, (xv) the enforceability of Nexters’s intellectual property and protection of its proprietary information, (xvi) the risk to Nexters’s business, operations and plans if internal processes and information technology systems are not properly maintained and risks associated with Nexters’s operational reliance on third parties, including third-party platforms and infrastructure, (xvii) the risk to Nexters’s business, operations and plans from cyber-attacks or other privacy or data security incidents, (xviii) the risk of downturns and a changing regulatory landscape in the highly competitive industry in which Nexters operates, (xix) the effect of global epidemics and contagious disease outbreaks, including COVID-19, and public perception thereof, and (xx) costs related to the Transaction and the failure to realize anticipated benefits of the Transaction or to realize estimated pro forma results and underlying assumptions, including with respect to estimated shareholder redemptions. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the final prospectus to Kismet Acquisition One Corp.’s registration statement on Form S-1 (File No. 333-239972), the final prospectus to Pubco’s registration statement on Form F-4 relating to the Transaction, which is expected to be filed as described above, and other documents filed or that may be filed by Kismet Acquisition One Corp. and Pubco from time to time with the SEC. Should one or more of these risks or uncertainties materialize, or should any of Kismet Acquisition One Corp.’s or Nexters’s assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Kismet Acquisition One Corp. and Nexters undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.


Non-Solicitation

This press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of Kismet Acquisition One Corp., Pubco or Nexters, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the U.S. Securities Act of 1933, as amended.

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