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2021-07-15 Extra Bolagsstämma
2021-07-06 07:37:37
The business combination will amplify revenue potential across existing revenue models, adding new revenue streams from talent management, content formats and subscription-based activities.

Oslo, Norway, July 06, 2021
Nordavind, a leading esports organization, today announces it has entered an agreement to acquire 00Nation to form a global esports and youth culture powerhouse.

The founders of 00Nation, who were instrumental in building FaZe Clan from a niche YouTube sensation to a global brand with $200M enterprise value, will join the senior management team of Nordavind, with Sebastian Geurts assuming the role as CEO for the combined entity.

Together, Nordavind and 00Nation will build a global lifestyle community centered around esports and gaming, working with talent across music, arts, tv/film, fashion and sports. The combined entity will launch several subscription-based concepts, including a gaming league, talk shows, as well as live exhibitions and events.

The acquisition comes at a time where esports & gaming have eclipsed the music industry as the most important aspect of youth culture. Esports & gaming’s status in the broader mainstream culture is exemplified through footballer Arthur Melo’s pre-commitment to Nordavind in the upcoming capital raise.

"I have followed gaming and esports since I was a kid and been offered many opportunities to join different organizations, but it never felt like the right fit. 00Nation is the first time I have ever felt goosebumps. The team, talent and mix of investors is powerful, and the combination of a winning culture, the branding, the activities, and the real and authentic approach to the youth; it is incredible. I’m coming in as an investor and I will also be joining the team to help develop the brand and the community.” - Arthur Melo, Professional football player for Juventus and Brazil

“We’re excited to combine our team’s experience across entertainment, esports and youth culture together with Nordavind to break into youth culture and go global. You can have the best ideas in the world, but it comes down to one thing in the end: People. I am proud to have such a strong team around me, both people that I have teamed up with for years, and relatively new faces. The combined team have the mindset, know-how and experience to execute the vision.” - Sebastian Geurts, CEO at 00Nation

“The most successful and valuable esports organizations in the world are those that have built communities which merge gaming and esports with arts, music, fashion and tv/film. Through this business combination, we are combining Nordavind’s strong position within esport and gaming, with an organization whose team has a stellar track record in building global communities and concepts engaging youth and young adults. I have great belief that the combined entity has what it takes to deliver on our mutual vision to create a youth culture power house ” – Magnus Halvorsen, Chairman at Nordavind AS


The Private Placement
The acquisition of 100% of 00Nation will be settled through the issuance of 2,833,333 shares in Nordavind, as well as a cash consideration of approx. NOK 12 million.

As a part of the transaction, Nordavind will conduct a private placement of up to NOK 50 million in new shares (the “New Shares”) at NOK 15 per share (the “Private Placement”). The net proceeds from the Private Placement will be used for payment of the cash consideration under the share purchase agreement relating to the shares of 00Nation, and the remainder will be used to fund growth investments and for general corporate purposes.

MH Capital AS (controlled by Magnus Halvorsen, chairman) has pre-committed to subscribe for NOK 10 million of New Shares.

The application period in the Private Placement starts today, 6 July 2021, at 09:00 CEST and ends at 16:30 CEST on 7 July 2021. The Company may at its sole discretion extend or shorten the application period at any time and for any reason.

The final number of New Shares to be issued and allocated will be made by the Company's Board of Directors at its sole discretion at the end of the application period. Notification of the allocation is expected to be sent by the Managers on or about 8 July 2021. The payment date for the Private Placement is expected to be on or about 16 July 2021 and the New Shares will we delivered as soon as possible after registration of the capital increase resulting from the Private Placement with the Norwegian Register of Business Enterprises.

Completion of the Private Placement is subject to the following conditions (the "Conditions"): (i) all necessary corporate resolutions for consummating the Private Placement being validly made by the Company, including without limitation (a) resolution by the Company's board of directors to proceed with the Private Placement and (b) approval of the share capital increase and issue of the New Shares required for completion of the Private Placement by the Company’s extraordinary general meeting (the “EGM”); (ii) the allocated New Shares having been fully paid; and (iii) registration of the share capital increase pertaining to the New Shares with the Norwegian Register of Business Enterprises and issuance of the New Shares with VPS.

Arctic Securities AS and SpareBank 1 Markets AS are acting as Joint Bookrunners (together, the "Managers") in connection with the Private Placement. Ro Sommernes advokatfirma DA is acting as legal advisor to the Company.


Disclaimer
This press release is not for release, directly or indirectly, in or into any jurisdiction where such release, publication or distribution is unlawful (except in accordance with applicable laws). The information contained herein does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration, exemption from registration or qualification under the securities laws of any jurisdiction.


About 00Nation:
00Nation is a community, lifestyle and management company managing and building youth talent spanning the genres of over music, fashion, art, gaming and sports. Led by a core team with expertise and track record in marketing and branding, with a track record of global success in building youth communities, gaming and lifestyle brands. 00Nation creates innovative formats and activities and executes with talent across digital youth communities, gaming and lifestyle concepts.


About Nordavind:
Nordavind is the leading Norwegian based Nordic esports and gaming media organization headquartered in the Barcode district of Oslo, Norway.
Today, Nordavind is the home of Nordic championship caliber players and teams competing across several of the top esports titles around the globe, in addition to the talent division which represents some of the most popular content creators in Norway and Scandinavia.

With a rich history of 24 Norwegian Championship titles and World Championship medals in Hearthstone & Street Fighter, Nordavind is strategically placed as a leading brand at the intersection between competitive gaming, lifestyle and online youth culture.


Contacts:
Magnus Halvorsen
Chairman of the Board, Nordavind AS
T +47 920 20 111
mh@2020bulkers.com

Stein Wilmann
Managing Director, Nordavind AS
T +47 467 45 484
wilmann@nordavind.gg