Allied Esports Entertainment, Inc. (NASDAQ: AESE) (the “Company” or “AESE”), a global esports entertainment company, announced today that it has amended its share purchase agreement with Element Partners, LLC (“Element”) for sale all of the outstanding capital of any entity that collectively operates or operates the poker business and assets of the Company (the “WPT Business”). The amendment to the share purchase agreement increases the total purchase price from $ 90.5 million to $ 105 million.
The company’s board of directors unanimously approved the amendment to the share purchase agreement. In connection with approving the change, the Company’s Board of Directors, in consultation with its financial and legal advisers, compared the terms of the amended share purchase agreement to the terms of Bally’s Corporation (“Bally’s”) proposal to acquire WPT Business for $ 105 million. Upon such review, the Board of Directors determined that Bally’s proposal did not constitute a “superior proposal” (as that term is defined in the share purchase agreement with Element).
The transaction is expected to close in late April 2021, provided the Company’s shareholders approve the transaction and comply with required regulatory approvals and other customary closing conditions.
About the World Poker Tour
The World Poker Tour (WPT) is the premier name for internationally televised games and entertainment with branded presence in land-based tournaments, television, online and mobile. WPT has been a leader in poker since 2002, sparking the global poker boom with the creation of a one-of-a-kind television show based on a series of high-stakes poker tournaments. WPT has broadcast in more than 150 countries and territories worldwide and is currently producing its 18th season which will air 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 provides internal access to the WPT, as well as a sweepstakes poker club available in 43 states and territories in the US, Australia, Canada, France and the UK. WPT also engages in strategic brand licensing, partnership and sponsorship opportunities. Please visit WPT.com for more information. WPT Enterprises Inc. is a subsidiary of Allied Esports Entertainment, Inc.
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About Allied Esports Entertainment (AESE)
Allied Esports Entertainment (NASDAQ: AESE) is a global esports entertainment company dedicated to delivering transformative live experiences, cross-platform content and interactive services worldwide through the strategic merger of two strong entertainment brands: Allied Esports and World Poker Tour (WPT). On January 19, 2021, AESE entered into a share purchase agreement (the “Original Agreement”) to sell the interests WPT owns to Element Partners, LLC, subject to all applicable shareholder and regulatory approvals and other terms of the deal were satisfied. The original Agreement was amended and adapted on March 19, 2021 and further amended on March 29, 2021 (the “Amended Agreement”).
Important additional information and where to find it
AESE has filed a declaration of consent with the SEC in connection with the transactions contemplated in the original agreement and has sent a declaration of consent to its shareholders. It will submit supplementary documents to the amended agreement (the “Sales Transaction”) and send them to its shareholders. The supplementary consent form contains important information regarding AESE, Club Services, Inc., the sales transaction and the amended agreement. Investors and shareholders are asked to read the consent form and supplementary materials carefully before making an investment decision or consenting to the sale. Investors and shareholders can obtain free copies of the informed consent, supplementary materials, and other documents filed by AESE with the SEC through the SEC website maintained by the SEC www.sec.gov or contact the attorney at AESE, Regan & Associates, Inc. by phone (toll free in North America) at 1-800-737-3426
Participant in the call
In addition to Regan & Associates, Inc., AESE, its directors and officers may be considered participants in obtaining consents relating to the sales transaction. Information regarding the directors and officers of AESE 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 in the final declaration of consent for the sales transaction submitted at AESE was filed with the SEC on February 2, 2021 and is supplemented by other public filings that have been and are required to be filed with the SEC. AESE’s directors and officers advantageously own approximately 6.6% of AESE’s common stock. Investors and shareholders can obtain additional information regarding the direct and indirect interests of AESE and its directors and officers in relation to the Sales Transaction by reading the consent form and other documents referenced above.
Cautionary Statement Regarding Forward-Looking Information
This release contains certain forward-looking statements under the federal securities laws. Forward-looking statements may include our statements about our goals, beliefs, strategies, goals, plans, including product and service developments, future financial conditions, results or projections, or current expectations. In some instances, you may identify forward-looking statements by using words such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict.” “potentially” or “further”, the negative of such terms or other comparable terminology. For example, when we discuss the effects of the sales transaction, the satisfaction of the closing conditions for the sales transaction, and the timing of the closing of the sales transaction; We use forward-looking statements in our post-sale plans. These statements are subject to known and unknown risks, uncertainties, assumptions and other factors that could cause actual results to differ materially from those anticipated in the forward-looking statements. These factors include, but are not limited to, the occurrence of an event, change, or other circumstance that may result in the termination of the amended contract or otherwise cause the Sales Transaction not to be completed; the outcome of legal proceedings that may be initiated against us after the sale is announced; the inability to complete the Sale Transaction, including due to failure to obtain approval from our shareholders or other conditions for the completion; receiving an unsolicited offer from another party for an alternative business transaction that may affect the sales transaction; a change in our plans to withhold the net proceeds from the sale transaction; our inability to complete one or more future acquisition or strategic transactions with 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 with accuracy 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 here. AESE’s business and operations are subject to significant risks that increase the uncertainty inherent in the forward-looking statements contained in this release. Except as required by law, we undertake no obligation to publicly announce the result of any revision of these forward-looking statements that may reflect events or circumstances after the date of this document or the occurrence of unexpected events. For more information on potential factors that could affect our business, please see “Item 1A. Risk Factors” in our amended Annual Report on Form 10-K / A for the fiscal year ending December 31, 2019 ending March 17 at with the SEC. 2020. Readers are also requested to review the various disclosures we have made in this amended Annual Report on Form 10-K / A and in the informed consent form relating to the proposed sale transaction that we have filed with and sent to the SEC have to carefully examine and scrutinize our shareholders.
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