Allied Esports Entertainment and Element Partners Amend Stock Purchase Agreement
March 30 2021 - 09:00AM
Business Wire
Allied Esports Entertainment, Inc. (NASDAQ: AESE) (the “Company”
or “AESE”), a global esports entertainment company, today announced
that it has amended its stock purchase agreement with Element
Partners, LLC (“Element”) to sell all of the outstanding capital
stock of each of the legal entities that collectively operate or
engage in the Company’s poker-related business and assets (the “WPT
Business”). The amendment to the stock purchase agreement increases
the overall purchase price from $90.5 million to $105 million.
The Company’s Board of Directors unanimously approved the
amendment to the stock purchase agreement. In connection with
approval of the amendment, the Company’s Board of Directors, in
consultation with its financial and legal advisors, compared the
terms of the amended stock purchase agreement to the terms of the
proposal received from Bally’s Corporation (“Bally’s”) to acquire
the WPT Business for $105 million. After such review, the Board of
Directors determined that the Bally’s proposal did not constitute a
“Superior Proposal” (as such term is defined in the stock purchase
agreement with Element).
The transaction is expected to close in late April 2021,
assuming the Company’s stockholders approve the transaction and
following required regulatory approvals and other customary closing
conditions.
About World Poker Tour
World Poker Tour (WPT) is the premier name in internationally
televised gaming and entertainment with brand presence in
land-based tournaments, television, online, and mobile. Leading
innovation in the sport of poker since 2002, WPT ignited the global
poker boom with the creation of a unique television show based on a
series of high-stakes poker tournaments. WPT has broadcast globally
in more than 150 countries and territories, and is currently
producing its 18th season, which airs on FOX Sports Regional
Networks in the United States. Season XVIII of WPT is sponsored by
ClubWPT.com. ClubWPT.com is a unique online membership site that
offers inside access to the WPT, as well as a sweepstakes-based
poker club available in 43 states and territories across the United
States, Australia, Canada, France and the United Kingdom. WPT also
participates in strategic brand license, partnership, and
sponsorship opportunities. For more information, go to WPT.com. WPT
Enterprises Inc. is a subsidiary of Allied Esports Entertainment,
Inc.
About Allied Esports Entertainment (AESE)
Allied Esports Entertainment (NASDAQ: AESE) is a global esports
entertainment venture dedicated to providing transformative live
experiences, multiplatform content and interactive services to
audiences worldwide through its strategic fusion of two powerful
entertainment brands: Allied Esports and the World Poker Tour
(WPT). On January 19, 2021, AESE entered into a Stock Purchase
Agreement (the “Original Agreement”) to sell the equity interests
that own WPT to Element Partners, LLC once all applicable
shareholder and regulatory consents have been obtained, and the
other conditions to closing have been satisfied. The Original
Agreement was amended and restated on March 19, 2021, and further
amended on March 29, 2021 (the “Amended Agreement”).
Important Additional Information and Where You Can Find
It
AESE has filed with the SEC and mailed to its stockholders a
Consent Solicitation Statement in connection with the transactions
contemplated by the Original Agreement, and will file and mail to
its stockholders supplemental materials with regards to the Amended
Agreement (the “Sale Transaction”). The Consent Solicitation
Statement, as supplemented, will contain important information
about AESE, Club Services, Inc., the Sale Transaction and the
Amended Agreement. Investors and stockholders are urged to read the
Consent Solicitation Statement and the supplemental materials
carefully before making any decision to invest or consent to the
Sale Transaction. Investors and stockholders will be able to obtain
free copies of the Consent Solicitation Statement, supplemental
materials and other documents filed by AESE with the SEC through
the website maintained by the SEC at www.sec.gov or may contact
AESE’s solicitor, Regan & Associates, Inc., by telephone
(toll-free within North America) at 1-800-737-3426.
Participants in the Solicitation
In addition to Regan & Associates, Inc., AESE, its directors
and executive officers may be deemed to be participants in the
solicitation of consents with respect to the Sale Transaction.
Information regarding AESE’s directors and executive officers and
their ownership of AESE shares is contained in AESE’s Amended
Annual Report on Form 10-K/A for the year ended December 31, 2019
and its definitive consent solicitation statement for the Sale
Transaction which was filed with the SEC on February 2, 2021, and
is supplemented by other public filings made, and to be made, with
the SEC. AESE’s directors and executive officers beneficially own
approximately 6.6% of AESE’s common stock. Investors and
stockholders may obtain additional information regarding the direct
and indirect interests of AESE and its directors and executive
officers with respect to the Sale Transaction by reading the
Consent Solicitation Statement and other filings referred to
above.
Cautionary Statement Regarding Forward-Looking
Information
This communication contains certain forward-looking statements
under federal securities laws. Forward-looking statements may
include our statements regarding our goals, beliefs, strategies,
objectives, plans, including product and service developments,
future financial conditions, results or projections or current
expectations. In some cases, you can identify forward-looking
statements by terminology such as “may,” “will,” “should,”
“expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,”
“potential” or “continue,” the negative of such terms, or other
comparable terminology. For example, when we discuss the impacts of
the Sale Transaction, the satisfaction of the closing conditions to
the Sale Transaction, the timing of the completion of the Sale
Transaction; and our plans following the Sale Transaction, we are
using forward-looking statements. These statements are subject to
known and unknown risks, uncertainties, assumptions and other
factors that may cause actual results to be materially different
from those contemplated by the forward-looking statements. These
factors include, but are not limited to, the occurrence of any
event, change or other circumstances that could give rise to the
termination of the Amended Agreement or could otherwise cause the
Sale Transaction to fail to close; the outcome of any legal
proceedings that may be instituted against us following the
announcement of the Sale Transaction; the inability to complete the
Sale Transaction, including due to failure to obtain approval of
our stockholders or other conditions to closing; the receipt of an
unsolicited offer from another party for an alternative business
transaction that could interfere with the Sale Transaction; a
change in our plans to retain the net cash proceeds from the Sale
Transaction; our inability to enter into one or more future
acquisition or strategic transactions using the net proceeds from
the Sale Transaction; and a decision not to pursue strategic
options for the esports business. Most of these factors are
difficult to predict accurately and are generally beyond our
control. You should consider the areas of risk described in
connection with any forward-looking statements that may be made
herein. The business and operations of AESE are subject to
substantial risks, which increase the uncertainty inherent in the
forward-looking statements contained in this communication. Except
as required by law, we undertake no obligation to release publicly
the result of any revision to these forward-looking statements that
may be made to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events.
Further information on potential factors that could affect our
business is described under “Item 1A. Risk Factors” in our amended
Annual Report on Form 10-K/A for the year ended December 31, 2019,
as filed with the SEC on March 17, 2020. Readers are also urged to
carefully review and consider the various disclosures we made in
such amended Annual Report on Form 10-K/A and the Consent
Solicitation Statement with respect to the proposed Sale
Transaction that we have filed with the SEC and mailed to our
stockholders.
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version on businesswire.com: https://www.businesswire.com/news/home/20210330005472/en/
Investor Contact: Lasse Glassen Addo Investor Relations
lglassen@addoir.com 424-238-6249
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