May 2, 2022
Company:
Representative:
Company code:
C o n t a c t :Te l e p h o n e :SQUARE ENIX HOLDINGS CO., LTD.
Yosuke Matsuda, President & Representative Director
9684 (Tokyo Stock Exchange, Prime Market)
Takashi Kiryu, Chief Strategy Officer(03) 5292-8000

Execution of Share Transfer Agreement with Change to Subsidiaries(Divestiture of Select Overseas Studios & IP)
SQUARE ENIX HOLDINGS CO., LTD. (the “Company”) today signed a share transfer agreementwith Sweden-based Embracer Group AB concerning the divestiture of select overseas studios andIP (the “Transaction”). The Company’s primary assets to be divested in the Transaction are groupsubsidiaries such as CRYSTAL DYNAMICS, INC.; EIDOS INTERACTIVE CORP. and IP such as
TOMB RAIDER, Deus Ex, Thief, and Legacy of Kain. At the Company Board of Directors meeting
held on 27 April, 2022, the Board resolved to entrust Representative Director Yosuke Matsuda withthe right of final decision. All conditions having being met, the share transfer agreement wasconcluded today.

1. Purpose of the Transaction
The Transaction will assist the Company in adapting to the changes underway in the global
business environment by establishing a more efficient allocation of resources, which will enhance
corporate value by accelerating growth in the Company’s core businesses in the digitalentertainment domain. In addition, the Transaction enables the launch of new businesses bymoving forward with investments in fields including blockchain, AI, and the cloud. The move isbased on the policy of business structure optimization that the Company set forth under themedium-term business strategy unveiled on May 13, 2021.
The Transaction will also provide an opportunity to better align our overseas publishing function
with our organization in Tokyo, revisit the current governance structure and associated reportinglines, and advance integrated group management with the goal of maximizing the worldwide
revenue generated from future titles launched by the group’s studios in Japan and abroad.
Going forward, the Company’s development function will comprise its studios in Japan, Square Enix
External Studios, and Square Enix Collective. The Company’s overseas studios will continue topublish franchises such as JUST CAUSE, OUTRIDERS, and Life is Strange.

2.

Primary companies, IP to be divesteda.

Primary companies to be divested

(1)
(2)

Company name
Headquartered(3)

Name and title ofrepresentative
Business description
Stated capital
Established
Major shareholder &shareholding ratio
Relationships
between parties

(4)
(5)
(6)
(7)
(8)

(9)

CRYSTAL DYNAMICS, INC.
1400A Seaport Boulevard, Suite 300 Redwood City, California
94063 USA
Rogers Philip Timo, Director
Planning and development of entertainment products
US$40 million
July 8, 1992
Eidos, Inc., 100％

CapitalThe Company indirectly owns 100% of the shares
relationship outstanding in Crystal Dynamics, Inc..
PersonalNot applicable
relationship
BusinessPlans and develops content for publication byrelationship group subsidiaries
Applicability Crystal Dynamics, Inc. is a third-generation
to related subsidiary of the Company.
parties
Business and financial performance over the most recent three years (USD$’000)
Fiscal year
March 2019
March 2020
March 2021
Total equity
(144)
2,410
5,750
Total assets
19,00017,92722,889Equity per share(1.44)
24.10
57.50(USD$)
Revenue
66,923
81,144
92,277
Operating income
2,856
3,465
3,876
Ordinary income
2,202
2,681
3,592
Net income
2,148
2,554
3,340
Earnings per share
21.48
25.54
33.40(USD$)
Dividend per share―――(USD$)

(1)(2)

Company nameLocation(3)

Name and title ofrepresentative
Business description

(4)
(5)
(6)
(7)
(8)

(9)

b.

Stated capital
Established
Major shareholder &shareholding ratio
Relationships
between parties

EIDOS INTERACTIVE CORP.
400 De Maisonneuve Boulevard West, 6th Floor, Montreal QC
H3A 1L4, Canada
Rogers Philip Timo, Director
Planning and development of entertainment products(Development studios: Eidos-Montréal, Square Enix Montréal)
CAN$6.2 million
March 5, 2007
Square Enix Ltd., 100％

CapitalThe Company indirectly owns 100% of the shares
relationshipoutstanding in Eidos Interactive Corp..
Personal
Not applicable
relationship
BusinessPlans and develops content for publication byrelationshipgroup subsidiaries.
Applicability EIDOS INTERACTIVE CORP. is a secondto
related generation subsidiary of the Company.
parties
Business and financial performance over the most recent three years (CAN$’000)
Fiscal year
March 2019
March 2020
March 2021
Total equity
28,491
29,55030,198
Total assets
64,841
96,48488,373Equity per share
45.95
47.66
48.71
(CAN$)
Revenue
73,20375,63599,857Operating income
2,963
3,270
4,079
Ordinary income
3,112
1,954
3,072
Net income
5,318
1,059
647
Earnings per share
8.58
1.71
1.04
(CAN$)
Dividend per share―――(CAN$)
Primary IP to be divested

TOMB RAIDER, Deus Ex, Thief, and Legacy of Kain franchises, among others
3.
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)

Profile of counterparty to the Stock Transfer
Company name
Headquartered
Name and title ofrepresentative
Business description
Stated capital
Established
Total equity
Total assets
Major shareholder &shareholding ratio(as of end-March2021)

Embracer Group ABÄlvgatan 1 Karlstad Sweden
Lars Wingefors, Co-founder & Group CEO
Embracer Group is the parent company of businesses developingand publishing PC, console, mobile and board games and otherrelated media for the global gaming and entertainment market
1.3 million Swedish Krone
2011
27,165 million Swedish Krone (as of end-March 2021)
33,752 million Swedish Krone (as of end-March 2021)
Lars Wingefors
28.39%AB
S3D Media Inc.
9.07%
Swedbank Robur
5.94%
FonderCanada Pension
5.94%

(10)

4.

Relationships
between parties

Plan Investment
Board
Capital relationship
Personalrelationship
BusinessrelationshipApplicability
torelated parties

Not applicableNot applicableNot applicableNot applicable

Number of shares to be transferred, number of shares owned and ratio of voting rights before
and after the transfer

Company Nameof(1) Numbershares owned
before transfer

(2)
(3)

Numberofshares to betransferred
Numberofshares
aftertransfer

CRYSTAL DYNAMICS,INC.
100,000 shares(Number of voting rights:100,000)(Ratio of voting rights: 100%)
100,000 shares(Number of voting rights:100,000)－ shares(Number of voting rights: －)(Ratio of voting rights: －%)EIDOS INTERACTIVE CORP.
620,000 shares(Number of voting rights:620,000)(Ratio of voting rights: 100%)
620,000 shares(Number of voting rights:620,000)－ shares(Number of voting rights: －)(Ratio of voting rights: －%)*The transfer price is $US 300mil.
5.

Transaction schedule

Board of Directors resolution (*1)
Conclusion of share transfer agreement
Date of share transfer(*2)

April 27, 2022
May 2, 2022
Expected to be complete during July andSeptember, 2022.

*1: The Company Board of Directors resolved to entrust the final approval of the Transaction toCompany Representative Director Yosuke Matsuda.
*2: The transaction is subject to various regulatory and other external approvals.
6.

Future outlook

The Company is currently assessing how the Transaction might impact its earnings for the fiscal
year ending March 2023 and will make an immediate announcement should any information
warranting disclosure be identified.
Advisors
Goldman Sachs Japan Co., Ltd., and Skadden, Arps, Slate, Meagher & Flom LLP acted as financial
advisor and legal counsel to the Company on this transaction, respectively

End