Nazara Technologies Board approved the in-principle acquisition of 50.00049% of Bluetile Games and 50.00033% of Bestplay Systems via its subsidiary, Nazara UK. The total cash consideration is USD 100.3 million, with potential performance-linked earn-outs up to USD 98.2 million. This strategic move aims to integrate AI-driven development capabilities into Nazara’s global gaming portfolio, strengthening its platform infrastructure.
Nazara Board Approves Strategic Acquisition
The Board of Directors of Nazara Technologies Limited, in its meeting held on March 18, 2026, approved the proposed acquisition of controlling stakes in two European gaming entities: Bluetile Games, S.L. (“Bluetile”) and Bestplay Systems, S.L. (“Bestplay”), through its wholly-owned subsidiary, Nazara UK.
Deal Structure and Consideration
The acquisition involves two primary components:
- Acquisition of 50.00049% stake in Bluetile Games for USD 88.4 million (approximately INR ~809 crores).
- Acquisition of 50.00033% stake in Bestplay Systems for USD 11.9 million (approximately INR ~109 crores).
The total cash consideration amounts to USD 100.3 million (approximately INR 918 crores). An initial payment of USD 59.7 million is due at first close, with the remainder USD 40.6 million payable within 6 months.
Furthermore, the definitive agreements include provisions for Nazara UK to subsequently acquire the remaining ~50% stake by 2028, resulting in 100% ownership, based on a valuation tied to 6.6x trailing calendar year EBITDA.
Performance-Linked Earn-Outs
The transaction structure includes significant performance-linked earn-outs, estimated at a probable total payout of USD 98.2 million (approximately INR ~898 crores). This earn-out is contingent on achieving agreed revenue and EBITDA targets for CY2027–2029, payable between 2028 and 2030. A portion of this contingent payment may be settled in kind via the issuance of Nazara UK Shares.
Target Company Profile
The Target Companies operate in the Mobile Social Games industry and demonstrated significant combined growth, with revenues increasing from USD 50.1 million in CY23 to USD 153.6 million in CY25.
- Bluetile Games (Incorporated: June 03, 2019; Country: Spain): Operates a diverse portfolio of casual mobile games, leveraging technology incorporating data science and AI capabilities. As of February 2026, it had 17 live games with 375 million downloads and 22 million monthly active users (MAUs).
- Bestplay Systems (Incorporated: September 23, 2023; Country: Spain): Operates a proprietary player engagement and distribution platform, supporting game discovery and monetization. As of February 2026, Bestplay recorded approximately 1.2 million monthly installs and 2.2 million MAUs.
Funding and Approval Process
The Board also approved the infusion of up to USD 100.3 million into Nazara UK to finance the acquisition, structured as:
- Subscription to equity shares, not exceeding USD 40.1 million (~INR 367 crores).
- Grant of unsecured loan, not exceeding USD 60.2 million (~INR 551 crores). The loan agreement was executed on March 18, 2026.
The acquisition is subject to customary regulatory approvals, including foreign direct investment authorization in Spain, clearance under the Hart-Scott-Rodino Act in the U.S., and approval from the Spanish competition authority (CNMC). The indicative time for completion is set at 180 days, pending these clearances.
Shareholder Vote Mandated
The Company intends to seek shareholder approval for increasing the corporate lending/guarantee limits under Section 186 of the Companies Act, 2013, from INR 3500 Crores to INR 5000 Crores.
A Notice for an Extraordinary General Meeting (EGM) will be circulated shortly. The management will host a conference call on March 19, 2026, at 12:00 Noon to provide further details on the strategic rationale.
Source: BSE
