Hasbro to Acquire D&D Beyond from Fandom

Purchase of D&D Beyond to Add Nearly 10 Million Players to Digital Tabletop Ecosystem – The Fastest-Growing DUNGEONS & DRAGONS Category

Hasbro, Inc. (NASDAQ: HAS) today announced that it is acquiring D&D Beyond, the leading digital toolset and game companion for the Company’s groundbreaking fantasy franchise, DUNGEONS & DRAGONS, from Fandom. Fandom, the world’s largest fan platform, has owned and operated D&D Beyond since 2019 and has grown the direct-to-consumer business to be the leading role-playing game (RPG) digital toolset on the market with close to 10 million registered users. This strategic acquisition, for $146.3 million in cash, will further strengthen Hasbro’s capabilities in the fast-growing digital tabletop category while also adding veteran talents to the Wizards of the Coast team and accelerating efforts to deliver exceptional experiences for fans across all platforms.

Since 2017, D&D Beyond has helped to power DUNGEONS & DRAGONS tabletop play and deliver the brand's eighth consecutive year of growth in 2021. Over the last three years, the royalty paid to Hasbro by D&D Beyond has represented a significant contribution to the fastest growing source of revenue for DUNGEONS & DRAGONS. The strategic acquisition of D&D Beyond will deliver a direct relationship with fans, providing valuable, data-driven insights to unlock opportunities for growth in new product development, live services and tools, and regional expansions. As part of Wizards, the brand’s leadership will soon be able to drive a unified, player-centric vision of the world’s greatest role-playing game on all platforms.

“The acquisition of D&D Beyond will accelerate our progress in both gaming and direct to consumer, two priority areas of growth for Hasbro, providing immediate access to a loyal, growing player base,” said Chris Cocks, Hasbro Chief Executive Officer. “Hasbro’s gaming portfolio is among the largest and most profitable in the industry, and we continue to make strategic investments to grow our brands, including in digital.”

“This is the perfect next step for the talented D&D Beyond team, who built a transformative digital product that engaged and delighted millions of D&D fans around the world,” said Perkins Miller, CEO of Fandom. “We can't wait to see what this team will do next as an integral part of the D&D franchise, and I look forward to investing in more brands and products to super serve Fandom’s 300 million+ global fans.”

“D&D Beyond has been one of our most valuable partners in the digital space for the past six years and we’re excited to bring their best-in-class talent onto our team,” said Cynthia Williams, President of Wizards of the Coast and Digital Gaming. “The team at D&D Beyond has built an incredible digital platform, and together we will deliver the best-possible DUNGEONS & DRAGONS experience for players around the world.”

Hasbro’s continued investment in Wizards of the Coast’s digital growth for its two iconic franchises, DUNGEONS & DRAGONS and MAGIC: THE GATHERING, is representative of the significant opportunity in PC and mobile gaming, an industry that represented over 3 billion players globally and $129 billion in revenue in 2021¹. With the launch of Magic: The Gathering Arena on PC in 2019 and on mobile in 2021, Wizards has built a unique ecosystem of best-in-class tabletop and digital play to create deeper player engagement and satisfaction and grow revenue across all expressions and regions. Similarly, with more than 80% of DUNGEONS & DRAGONS fans having already played the game virtually in 2021, aided by online digital platforms such as D&D Beyond, this acquisition accelerates the game’s ability to penetrate new markets, gather valuable consumer insights and provide players with the best DUNGEONS & DRAGONS experience on all platforms.

The transaction is subject to customary closing conditions and the receipt of certain regulatory approvals, and is expected to close during the second or third quarter of 2022. The transaction will be funded out of cash on hand and is expected to be immaterial to revenue and earnings per share in 2022 and accretive to earnings per share in fiscal year 2023 and beyond. The transaction has been approved by both Hasbro’s and Fandom’s Boards of Directors.

About Hasbro

Hasbro (NASDAQ: HAS) is a global play and entertainment company committed to making the world a better place for all children, fans and families. Hasbro delivers immersive brand experiences for global audiences through consumer products, including toys and games; entertainment through eOne, its independent studio; and gaming, led by the team at Wizards of the Coast, an award-winning developer of tabletop and digital games best known for fantasy franchises MAGIC: THE GATHERING and DUNGEONS & DRAGONS.

The company’s unparalleled portfolio of approximately 1,500 brands includes MAGIC: THE GATHERING, NERF, MY LITTLE PONY, TRANSFORMERS, PLAY-DOH, MONOPOLY, BABY ALIVE, DUNGEONS & DRAGONS, POWER RANGERS, PEPPA PIG and PJ MASKS, as well as premier partner brands. For the past decade, Hasbro has been consistently recognized for its corporate citizenship, including being named one of the 100 Best Corporate Citizens by 3BL Media and one of the World’s Most Ethical Companies by Ethisphere Institute. Important business and brand updates are routinely shared on our Investor Relations website, Newsroom and social channels (@Hasbro on Twitter, Instagram, Facebook and LinkedIn.)

ABOUT FANDOM

Fandom is the world’s largest fan platform where fans immerse themselves in imagined worlds across entertainment and gaming. Reaching more than 300 million unique visitors per month and hosting more than 250,000 wikis, Fandom.com is the #1 source for in-depth information on pop culture, gaming, TV and film, where fans learn about and celebrate their favorite fandoms. Fandom’s Gaming division manages its direct-to-consumer subscription businesses including the leading tabletop role-playing-game platform Dungeons & Dragons Beyond, which has close to 10 million registered users, and the online video game retailer Fanatical. Fandom Productions, the content arm of Fandom, enhances the fan experience through curated editorial coverage and branded content, its Emmy-nominated Honest Trailers and the weekly video news program The Loop. For more information follow @getfandom or visit: www.fandom.com.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be accompanied by such words as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “potential,” “project,” “target,” “will” and other words and terms of similar meaning. Among other things, these forward-looking statements may include statements concerning: the proposed acquisition of D&D Beyond by Wizards of the Coast; beliefs relating to value creation as a result of the proposed acquisition; the expected timetable for completing the acquisition; benefits of the transaction; expected financial impact; and the ability to achieve our financial and business goals and objectives. The Company’s actual actions or results may differ materially from those expected or anticipated in the forward-looking statements due to both known and unknown risks and uncertainties. Specific factors that might cause such a difference include, but are not limited to: uncertainty as to whether the transaction will be completed in a timely manner or at all; the conditions precedent to completion of the transaction, including the ability to secure applicable regulatory approvals in a timely manner or at all or on expected terms; uncertainty of whether Hasbro could achieve the expected benefits from the transaction; risks of unexpected costs, liabilities or delays; integration difficulties, including the ability to retain key personnel; and other factors that may impact or alter Hasbro’s anticipated business plans, strategies and objectives; the effect of the announcement, pendency or consummation of the transaction on customers, employees, suppliers, partners and operating results; and other risks detailed from time to time in Hasbro’s filings with the U.S. Securities and Exchange Commission. The statements contained herein are based on the Company’s current beliefs and expectations and speak only as of the date of this press release. Except as may be required by law, the Company does not undertake any obligation to make any revisions to the forward-looking statements contained in this press release or to update them to reflect events or circumstances occurring after the date of this press release. You should not place undue reliance on forward-looking statements.

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¹ Newzoo, Global Games Market Report 2021

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