UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement.
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)).
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Definitive Proxy Statement.
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Definitive Additional Materials.
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Soliciting Material Pursuant to §240.14a-12.
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ALLIED ESPORTS ENTERTAINMENT, INC.
(Name of Registrant as Specified In Its
Charter)
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title
of each class of securities to which transaction applies:
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Aggregate number
of securities to which transaction applies:
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Per unit price or
other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is calculated and state how it was determined):
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Proposed maximum
aggregate value of transaction:
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Total fee paid:
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Fee
paid previously with preliminary materials.
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Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date
of its filing.
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Amount Previously
Paid:
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Form, Schedule or
Registration Statement No.:
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Filing Party:
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Date Filed:
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ALLIED ESPORTS ENTERTAINMENT, INC.
17877 Von Karman Avenue, Suite 300
Irvine, California 92614
CONSENT SOLICITATION STATEMENT SUPPLEMENT
February 17, 2021
To the Stockholders of Allied Esports Entertainment, Inc.:
This is a supplement (this “Supplement”) to the
Consent Solicitation Statement of Allied Esports Entertainment, Inc. (the “Company” or “AESE”), dated February
1, 2021 (the “Consent Solicitation Statement”), that was sent to you in connection with the Company’s solicitation
of stockholder consents to approve the sale of 100% of the outstanding capital stock of Club Services, Inc., or “CSI,”
to Element Partners, LLC. CSI is an indirect wholly-owned subsidiary of the Company that directly or indirectly owns 100% 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. Terms that are used in the Supplement have the meanings set forth in the Consent Solicitation Statement, unless
a new definition for such term is provided in this Supplement. The following information supersedes and supplements any conflicting
information in the Consent Solicitation Statement.
Expenses and Solicitation
The costs of solicitation of consents, including printing and
mailing costs, will be borne by us. We have engaged Regan & Associates, Inc. to provide consulting and analytic services and
to assist with the solicitation. In addition to the solicitation of consents by mail and by Regan & Associates, Inc., consents
may also be solicited personally by our directors, officers and employees, without additional compensation to these individuals.
We may request banks, brokers and other firms holding shares in their names that are beneficially owned by others to send consent
materials and obtain consents from such beneficial owners, and will reimburse such banks, brokers and other firms for their reasonable
out-of-pocket costs.
The Company has agreed to pay to Regan & Associates, Inc.
a fee of $25,000 plus certain out-of-pocket expenses for its services. Such amount will be increased to $40,000 if the Company
requests such firm to continue providing its services after March 9, 2021.
Press Release
The World Poker Tour® filed the attached press release issued
on February 17, 2021.
WPT®
Spring Festival sponsored by Poker King to be
Live Streamed Globally on OTT Platforms
Twitter: @WPT
Facebook.com/WorldPokerTour
www.WPT.com
Los Angeles, CA (February 17, 2021) – The
World Poker Tour® and the WPT® Spring Festival sponsored by Poker King are launching a robust live streaming schedule that
will feature action during the final table and post-produced broadcasts around the globe.
WPT Spring Festival Main Event final table
will air on a 30-minute delay starting on February 22 at 8:00 pm CST (4:00 am PT) on WPT’s YouTube and Twitch channels along
with VietContent (Vietnamese) and ThetaTV. Asian audiences can watch the PokerFang and PokerGuru platforms.
Recent Mike Sexton Classic winner Daniel
Dvoress and WPT Champion Nick Petrangelo will be the voices of English commentary on the WPT platforms. Among the guests scheduled
to join them in the booth include WPT Anchor Lynn Gilmartin, WPT Commentator Tony Dunst, and WPT Executive Tour Director Matt Savage.
WPT Champion Mohsin Charania will provide
commentary for PokerGuru alongside Nipun Java. WPT Champion Scotty Nguyen will be a commentator on VietContent. Celina Lin and
Xuan Liu will anchor the coverage on PokerFang.
The final table will re-air on PlutoTV’s
platforms in the US, UK, Germany, Switzerland, and Austria on February 25 at 1:00 pm EST.
In addition, the WPT Spring Festival Main
Event final table will be available additional OTT platforms including but not limited to, Samsung TV Plus, STIRR, Freecast, Vizio
and the WatchWPT app.
Additional guest commentators and streamers
will be announced closer to the final table.
“This event is a testament to the
growing WPT global audience and we are grateful for the international support,” said Adam Pliska, CEO of the World Poker
Tour.
“WPT’s OTT partners are excited
to broadcast the WPT Spring Festival and mark a first for the World Poker Tour in being able to stream an event across our global
network of platforms both during and after an event,” added Loc Sondheim, Director of Ad Sales and Distribution.
WPT is a subsidiary of Allied Esports Entertainment, Inc. (NASDAQ:
AESE). For more information, including World Poker Tour event schedules and the tour’s latest news, visit WPT.com.
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 to sell the equity
interests of its subsidiaries that own and operate its WPT business to Element Partners, LLC once all applicable shareholder
and regulatory consents have been obtained, and the other conditions to closing have been satisfied (the “Proposed
Transaction”).
Forward-Looking Statements
This communication contains “forward-looking
statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities
Litigation Reform Act of 1995. Forward-looking statements may relate to future results, strategy and plans of Allied Esports Entertainment,
Inc. and the World Poker Tour (collectively, the “Companies”) (including certain projections and business trends, and
statements, which may be identified by the use of the words “plans”, “expects” or “does not
expect”, “estimated”, “is expected”, “budget”, “scheduled”, “estimates”,
“forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”,
or variations of such words and phrases or state that certain actions, events or results “may”, “could”,
“would”, “might”, “projects”, “will” or “will be taken”, “occur”
or “be achieved”). Forward-looking statements are based on the opinions and estimates of management of the Companies
as of the date such statements are made, and they are subject to known and unknown risks, uncertainties, assumptions and other
factors that may cause the actual results, level of activity, performance or achievements to be materially different from those
expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, each Company’s
respective revenues and operating performance, general economic conditions, industry trends, legislation or regulatory requirements
affecting the business in which it is engaged, management of growth, its business strategy and plans, the result of future financing
efforts and its dependence on key personnel, and the ability to retain key personnel. Readers are cautioned not to place undue
reliance upon any forward-looking statements, which speak only as of the date made. These forward-looking statements are made only
as of the date hereof, and no Company undertakes any obligation to update or revise the forward-looking statements, whether as
a result of new information, future events or otherwise, except as required by law. With respect to the Proposed Transaction, 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 Stock Purchase Agreement or could otherwise cause the Proposed Transaction to fail to close; the outcome of
any legal proceedings that may be instituted against us following the announcement of the Proposed Transaction; the inability to
complete the Proposed Transaction, including due to failure to obtain approval of AESE’s 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 Proposed Transaction; a change in our plans to retain the net cash proceeds from the Proposed Transaction; our inability
to enter into one or more future acquisition or strategic transactions using the net proceeds from the Proposed Transaction; an
event or condition that results in our not fully participating in the future revenues of Buyer (as contemplated by the Stock Purchase
Agreement); and a decision not to pursue strategic options for the esports business. Further information on potential factors that
could affect our business is described under “Risk Factors” in AESE’s Consent Solicitation Statement dated February
1, 2021, filed with the SEC on February 2, 2021.
No Offer or Solicitation
This communication is for informational
purposes only and is neither an offer to sell or purchase, nor the solicitation of an offer to buy or sell any securities, nor
is it a solicitation of any vote, consent, or approval in any jurisdiction pursuant to or in connection with the Proposed Transaction
or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable
law.
Important Additional Information Has
Been Filed With the SEC
AESE has filed with the SEC and mailed
to its stockholders the Consent Solicitation Statement in connection with the Proposed Transaction. The Consent Solicitation Statement
contains important information about the Companies, the Proposed Transaction and the Stock Purchase Agreement. Investors and stockholders
are urged to read the Consent Solicitation Statement carefully before making any decision to invest or consent to the Proposed
Transaction.
Investors and stockholders will be able
to obtain free copies of the Consent Solicitation Statement and other documents filed by AESE with the SEC through the website
maintained by the SEC at www.sec.gov. AESE encourages all stockholders of record on January 28, 2021, whom have not yet completed
a stockholder consent to approve the Proposed Transaction, to do so by April 9, 2021 at 5:00 p.m. (Eastern Time). Stockholders
who have any questions or require any assistance with completing a stockholder consent or who do not have the required materials,
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 Proposed 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 Proposed 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
6.8% 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 Proposed Transaction by reading the proxy statement
and other filings referred to above.
WPT Media Contact
Matt Clark – matthew.clark@wpt.com
Investor Contact: Lasse Glassen
Addo Investor Relations
lglassen@addoir.com
424-238-6249
©2021 WPT Enterprises, Inc. All rights
reserved.
WPT, World Poker Tour and Spade Card Design
are registered trademarks of WPT Enterprises, Inc. All rights reserved
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