IRVINE, calf – (BUSINESS WIRE) – Allied Esports Leisure, Inc. (NASDAQ: AESE) (the “Firm” or “AESE”), a world esports leisure firm, at present introduced that it has entered into an settlement to buy revised shares with Aspect Companions, LLC (“Aspect”) to promote all the excellent share capital of every of the authorized entities that collectively function or have interaction within the enterprise and poker-related property of the Firm (the “Enterprise WPT ”). The revised share buy contract:
- will increase the combination buy value by $ 68.25 million at closing and $ 10 million in assured inventory funds from revenue paid over three years after closing, to $ 90.5 million, all payable at fencing;
- will increase the preliminary buy value deposit from $ 4.0 million to $ 10.0 million;
- will increase the termination payment payable to Aspect if AESE accepts a competing acquisition proposal, or completes an acquisition proposal inside 12 months of the termination of the revised share buy settlement, by $ 3.0 million to $ 3.45 million;
- extends the date on which AESE and its affiliate, Allied Esports Media, Inc., or Aspect might terminate the revised share buy settlement if circumstances at closing haven’t been met (and such resilient half has not will not be in materials breach of the revised inventory buy contract) from March 31, 2021 to September 30, 2021 (the “exterior date”); and
- will increase Aspect’s non-performance payment from $ 3.0 million to $ 10.0 million and eliminates Aspect’s potential to terminate the revised share buy settlement previous to the time limit by paying the non-performance fee.
The corporate’s board of administrators has unanimously authorized the revised share buy settlement. In reference to the approval of the revised share buy settlement, the board of administrators of the corporate, in session with its monetary and authorized advisers, in contrast the phrases of the revised share buy settlement to the phrases the proposal obtained from Bally’s Company (“Bally’s”) to amass the WPT enterprise for $ 90.0 million. After this assessment, the board of administrators decided that Bally’s proposal didn’t represent a “superior proposal” (as that time period was outlined within the share buy settlement with Aspect).
The transaction is predicted to shut in late April 2021, assuming the corporate’s shareholders approve the transaction and assembly required regulatory approvals and different customary closing circumstances.
Concerning the World Poker Tour
World Poker Tour (WPT) is the premier title in gaming and tv leisure internationally with a trademark presence in land, tv, on-line and cell tournaments. A frontrunner in innovation within the sport of poker since 2002, the WPT sparked the worldwide poker increase with the creation of a singular tv present primarily based on a sequence of excessive stakes poker tournaments. WPT has broadcast worldwide in over 150 nations and territories, and is presently producing its 18th season, which airs on FOX Sports activities regional networks in the USA. WPT Season XVIII is sponsored by ClubWPT.com. ClubWPT.com is a singular on-line membership website that provides inner entry to the WPT, in addition to a raffle-based poker membership out there in 43 states and territories throughout the USA, Australia, Canada, France and the UK. WPT additionally participates in strategic model licensing, partnership and sponsorship alternatives. For extra data, go to WPT.com. WPT Enterprises Inc. is a subsidiary of Allied Esports Leisure, Inc.
About Allied Esports Leisure (AESE)
Allied Esports Leisure (NASDAQ: AESE) is a world esports leisure firm devoted to delivering transformative reside experiences, cross-platform content material and interactive companies to audiences world wide by means of its strategic merger of two highly effective leisure manufacturers: Allied Esports and the World Poker Tour (WPT). On January 19, 2021, AESE entered right into a share buy settlement (the “Unique Settlement”) to promote the fairness pursuits holding WPT to Aspect Companions, LLC in any case relevant shareholder consents and laws have been accomplished. obtained, in addition to the opposite closing circumstances. have been happy. The unique settlement was amended and up to date on March 19, 2021 (the “Amended Settlement”).
Essential further data and the place you’ll find it
AESE has filed with the SEC and mailed to its shareholders a press release of solicitation of consent in reference to the transactions contemplated by the unique contract, and can file and pose to its shareholders further paperwork referring to the amended contract (the “Transaction of sale ”). The Consent Solicitation Assertion, as accomplished, will include vital details about AESE, Membership Providers, Inc., the sale transaction and the amended contract. Traders and shareholders are urged to rigorously learn the Consent Solicitation Assertion and Further Paperwork earlier than making any resolution to take a position or consent to the sale transaction. Traders and shareholders will be capable of receive free copies of the consent solicitation assertion, further paperwork and different paperwork filed by AESE with the SEC by means of the web site maintained by the SEC on the following deal with: www.sec.gov or might contact AESE’s legal professional, Regan & Associates, Inc., by phone (toll-free in North America) at 1-800-737-3426.
Members within the solicitation
Along with Regan & Associates, Inc., AESE, its administrators and senior officers could also be thought of individuals within the solicitation of consents with respect to the sale transaction. Info relating to the administrators and senior officers of AESE and their possession of AESE shares is contained in AESE’s amended annual report on Type 10-Okay / A for the fiscal yr ended December 31, 2019 and its consent solicitation assertion. closing for the sale transaction which was filed with the SEC on February 2, 2021, and is supplemented by different public filings made and to be made with the SEC. The administrators and senior officers of AESE beneficially personal roughly 6.8% of the frequent shares of AESE. Traders and shareholders might receive further data relating to the direct and oblique pursuits of AESE and its administrators and officers in relation to the sale transaction by studying the consent solicitation assertion and different paperwork talked about above.
Warning relating to forward-looking data
This communication comprises sure forward-looking statements underneath federal securities legal guidelines. Ahead-looking statements might embrace our statements relating to our targets, beliefs, methods, aims, plans, together with product and repair developments, future monetary circumstances, outcomes or present projections or expectations. In some circumstances, you may determine forward-looking statements by phrases comparable to “might”, “will”, “ought to”, “anticipate”, “plan”, “anticipate”, “imagine”, “estimate”, ” anticipate, “” Potential “or” proceed “, the unfavorable of those phrases, or every other comparable terminology. For instance, once we focus on the impacts of the sale transaction, the satisfaction of the closing circumstances of the sale transaction, the timing of the completion of the sale transaction; and our plans following the sale transaction, we use forward-looking statements. These statements are topic to dangers, uncertainties, assumptions and different identified and unknown components which can trigger precise outcomes to vary materially from these contemplated within the forward-looking statements. These components embrace, however are usually not restricted to, the prevalence of any occasion, change or different circumstance which might give rise to the termination of the amended Contract or which might in any other case end result within the failure of the conclusion of the sale transaction; the end result of any authorized proceedings which may be introduced in opposition to us following the announcement of the sale transaction; failure to finish the sale transaction, together with as a result of failure to acquire shareholder approval or different closing circumstances; receiving an unsolicited provide from one other get together for another enterprise transaction that would intervene with the gross sales transaction; a change in our plans to retain the web money proceeds from the sale transaction; our lack of ability to finish a number of future acquisitions or strategic transactions utilizing the web proceeds of the sale transaction; and a call to not pursue strategic choices for the esports sector. Most of those components are tough to foretell with precision and are typically past our management. You need to contemplate the chance areas described in any forward-looking assertion which may be made herein. The actions and actions of AESE are topic to important dangers, which enhance the uncertainty inherent within the forward-looking statements contained on this communication. Besides as required by legislation, we don’t undertake to publicly disclose the results of any revisions to those forward-looking statements which may be made to replicate occasions or circumstances after the date hereof or to replicate the prevalence of unexpected occasions. . Additional data on potential components that will have an effect on our enterprise is described underneath “Level 1A. Threat Elements ”in our Amended Annual Report on Type 10-Okay / A for the fiscal yr ended December 31, 2019, as filed with the SEC on March 17, 2020. Readers are additionally inspired to rigorously contemplate and take into consideration takes under consideration the varied data now we have supplied within the Amended Annual Report on Type 10-Okay / A and the Consent Solicitation Assertion relating to the proposed sale transaction that now we have filed with the SEC and mailed to our shareholders.
Supply: Allied Esports Leisure, Inc.