Allied Esports Entertainment, Inc. (NASDAQ: AESE) (the
“Company”), a global esports entertainment company, confirmed that
it received an unsolicited proposal from Bally’s Corporation
(“Bally’s”) to acquire all of the outstanding equity interests of
the Company for a total consideration of $100 million, payable, at
the Company’s option, in cash, Bally’s capital stock, or a
combination of both. The Bally’s proposal would require the Company
to terminate its previously announced agreement with Element
Partners, LLC (“Element”) to sell all of the equity interests of
Club Services, Inc. (“CSI”), an indirect wholly-owned subsidiary of
the Company that directly or indirectly owns the Company’s
poker-related business and assets, including the entities
comprising the World Poker Tour® (“World Poker Tour,” or “WPT®”),
for consideration totaling $78,250,000.
The Company’s Board of Directors, consistent with its duties and
the Company’s obligations under its existing agreement with
Element, will evaluate Bally’s proposal in due course. The Company
and Element continue to discuss potential updates to the current
terms of their agreement.
There can be no assurance that the Company will enter into a
definitive agreement with Bally’s or consummate any transaction
with Bally’s.
At this time, the Company’s Board of Directors continues to
recommend to the Company’s stockholders the approval of the
transaction with Element. The Company has filed with the SEC and
mailed to its stockholders a Consent Solicitation Statement in
connection with the Element transaction. If approved by the
Company’s stockholders, and subject to satisfaction of other
closing conditions, the transaction with Element would be expected
to close on or about March 30, 2021.
The Company will file a current report on Form 8-K with the
Securities and Exchange Commission (the “SEC”) containing a copy of
Bally’s proposal. The current report on Form 8-K will be available
on the SEC’s website, http://www.sec.gov. Stockholders are urged to
read the proposal.
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 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 “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. For example, the
Bally’s proposal may not result in a definitive agreement for an
alternative transaction. Other 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20210305005230/en/
Investor Contact: Lasse Glassen Addo Investor Relations
lglassen@addoir.com 424-238-6249
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