更正：原来当时Embracer的13亿并不是一次性给的，绝大部分大约10亿都是跟收购后的财务表现有关：

https://embracer.com/releases/em ... th-operating-group/

The Transaction in brief

Upfront consideration – USD 363 million on a cash and debt free basis, as follows:

USD 188 million in cash; and
7,438,983 B shares in Embracer, equivalent to USD 175 million, divided into equal parts subject to a one-year (12 months) and two-year (24 months) lock-up period, respectively.
Operational earn out – up to USD 300 million over six-years

USD 150 million in cash; and
6,376,271 B shares in Embracer, equivalent to USD 150 million, vesting over six years, conditional upon completion of certain projects and that certain key employees remain employed by Gearbox 6 years following completion of the transaction.
Financial earn out – up to USD 715 million over six-years

Financial earn out 1: Up to USD 180 million in cash; and
8,926,780 B shares in Embracer, equivalent to USD 210 million, subject to the financial development of Gearbox. If the accumulated Adjusted EBITDA over four years exceeds USD 335 million, the Financial earn out 1 will be triggered and will range from USD 210 million to USD 390 million on a proportionate basis based on an accumulated Adjusted EBITDA ranging from USD 335 million to USD 621 million. If earned, the Financial earn out 1 will be payable in shares until the aggregate amount is USD 210 million and all amounts in excess of USD 210 million will be paid in cash.. If the accumulated Adjusted EBITDA is lower than USD 335 million, the financial earn out 1 is zero. If the accumulated Adjusted EBITDA is higher than USD 621 million, the financial earn out is capped at USD 390 million.
Financial earn out 2: Up to USD 325 million in cash, subject to the financial development of Gearbox. If the accumulated Adjusted EBITDA over six years exceeds USD 702 million, the Financial earn out 2 will be triggered and will range from USD 175 million to USD 325 million on a proportionate basis based on an accumulated Adjusted EBITDA ranging from USD 702 million to USD 1,304 million. If the accumulated Adjusted EBITDA is lower than USD 702 million, the financial earn out 2 is zero. If the accumulated Adjusted EBITDA is higher than USD 1,304 million, the financial earn out is capped at USD 325 million.
The Earn-Out Consideration Shares will be issued at a price of SEK 197.57 per share which equals the 20 day volume weighted average price of Embracer B shares on Nasdaq First North Growth Market up to and including 2 February 2021, and using the FX rate USD/SEK of 8.3984 as of 2 February 2021.
The Earn-Out Consideration Shares will be freely tradable when earned following fulfillment of operational and financial targets. The Earn-Out Consideration Shares are issued when earned and released if targets are met.
Financial earn out 1 catchup mechanism: If the financial targets for Financial earn out 2 over six years are met, Financial earn out 1 may be recovered on a proportionate basis based on the cumulative financial performance over six years..