Leading Destination Operator to Purchase $5
Million of Shares of Black Ridge Acquisition Corp. and Collaborate
with Allied Esports to Build Esports Venues at Simon
Properties
“Simon Cup” Tournaments and Activations with
HyperX Esports Truck to Launch at Select Simon Locations This
Fall
Black Ridge Acquisition Corp. (NASDAQ: BRAC), a public
acquisition vehicle, today announced that it has entered into a
letter agreement for Simon Equity Development, LLC, a wholly-owned
and indirect subsidiary of Simon Property Group (NYSE: SPG), to
become a shareholder of Allied Esports, a global esports
entertainment company, through an equity investment in Black Ridge
Acquisition Corp.
As previously announced, Allied Esports and its sister company,
the World Poker Tour®, both currently owned by Ourgame
International Holdings Limited, will be acquired, once all
applicable shareholder and regulatory consents have been obtained,
by Black Ridge Acquisition Corp. to form Allied Esports
Entertainment (the “Business Combination”).
Highlights from the letter agreement include:
- Simon acquiring $5 million in shares of Black Ridge Acquisition
Corp.;
- Simon and Allied Esports creating dedicated esports venues and
experiences at select Simon locations throughout the United States;
and
- Simon and Allied Esports launching a new competition tour
called The Simon Cup.
The obligations of the parties to move forward with the
transactions contemplated by the letter agreement are subject to
the satisfaction of certain conditions, including but not limited
to the execution of definitive agreements between the parties
documenting the obligations of Simon to purchase the shares of
Black Ridge and consummation of the Business Combination.
Simon and Allied Esports will also collaborate to create a new
product offering focused on delivering esports experiences through
integrated gaming venues and production facilities in select Simon
destinations around the country. The in-mall arenas will be
designed for tournament play and daily use with the capability to
be expanded into common areas for larger esports activations and
live events.
“We're extremely pleased to collaborate with Black Ridge and
Allied Esports, leading innovators in esports and gaming, to bring
cutting-edge venues to our iconic properties around the country.
This is exactly the type of innovative activation that excites our
customers and drives traffic for our centers at Simon. Simon's
successful locations are ideally suited to provide these new and
exciting community spaces, complementing our other dynamic
offerings,” said Mark Silvestri, Simon's Chief Operating Officer
for Development.
“The agreement with Simon is a landmark opportunity to bring
Allied Esports’ vision for the future of competitive gaming to
Simon's world class property network,” said Lyle Berman, Director
of Black Ridge. “As we work to close the transaction combining our
NASDAQ-listed Black Ridge Acquisition Corp. with Allied Esports and
WPT, the significant investment by Simon would be a testament to
our unrivaled plans and to the opportunity Simon sees to
participate in this growing industry.”
In addition, Allied Esports and Simon will this year launch The
Simon Cup, a groundbreaking, co-branded esports competition and
gaming tournament festival combining online and in-person elements
into a uniquely integrated content format. The activation includes
regional tournament events at select Simon centers in the New York
and Los Angeles markets, culminating in a Grand Final at the iconic
HyperX Esports Arena Las Vegas.
“Simon’s commitment and investment in our growing esports
ecosystem will immediately strengthen our foundation for creating
live experiences and compelling content for gamers and fans around
the world,” said Frank Ng, co-CEO of Ourgame, owner of Allied
Esports. “We are thrilled for the opportunity to work closely with
the forward-thinking team at Simon to design specialized mall-based
esports concepts that we hope will attract new audiences and
partners through their network and enhance our global
presence.”
Purchase Details
Assuming the parties execute a definitive agreement for the
transaction, Simon would purchase $5 million of newly issued shares
of Black Ridge Acquisition Corp. at a price equal to the price at
which Black Ridge shareholders can have their shares converted for
a pro rata portion of the Black Ridge trust account upon closing of
the Business Combination; however, the dollar amount of newly
issued shares will be reduced by the dollar amount Simon spends, at
its sole option, purchasing shares of common stock of Black Ridge
Acquisition Corp. in open market or privately negotiated
transactions. Simon has agreed not to seek conversion of any shares
it purchases pursuant to this investment at the meeting called to
approve the Business Combination. In consideration of the purchase
commitment, Black Ridge would issue to Simon on closing of the
Business Combination one additional share of Black Ridge common
stock for every ten (10) shares that are purchased pursuant to the
purchase commitment and a warrant to purchase one (1) share of
Black Ridge common stock for every two (2) shares purchased
pursuant to the purchase commitment. For additional information on
the transaction, see Black Ridge’s Current Report on Form 8-K,
which will be filed promptly and which can be obtained, without
charge, on the Securities and Exchange Commission’s website
(http://www.sec.gov).
About Simon
Simon is a global leader in the ownership of premier shopping,
dining, entertainment and mixed-use destinations and an S&P 100
company (Simon Property Group, NYSE: SPG). Our properties across
North America, Europe and Asia provide community gathering places
for millions of people every day and generate billions in annual
sales. For more information, visit simon.com.
About Allied Esports
Named to Fast Company’s World’s Most Innovative Companies list
for 2019, Allied Esports is a premier esports entertainment company
with a global network of dedicated esports properties and content
production facilities. Its mission is to connect players, streamers
and fans via integrated arenas and mobile esports trucks around the
world that serve as both gaming battlegrounds and everyday content
generation hubs. Allied Esports is a subsidiary of Ourgame
International (SEHK: 899), owner of WPT Enterprises, Inc., the
operator of The World Poker Tour®. Ourgame has entered into an
agreement with Black Ridge Acquisition Corp. (NASDAQ: BRAC) to
combine, once all applicable shareholder and regulatory consents
have been obtained, Allied Esports and the World Poker Tour to form
Allied Esports Entertainment, Inc.
Through direct operation and affiliate relationships via the
Allied Esports Property Network, the first esports venue affiliate
program available to partners looking to open new esports
facilities around the world, Allied Esports’ locations currently
include 11 properties in the top three esports markets across the
globe: North America’s HyperX Esports Arena Las Vegas; HyperX
Esports Truck “Big Meta”; Esports Arena Orange County and Esports
Arena Oakland; Europe’s Esports Truck “Big Betty” and HyperX
Esports Studio in Hamburg, Germany; and China’s Lianmeng Dianjing
in Beijing, Lianmeng Dianjing SEG Arena in Shenzhen, Lianmeng
Dianjing Tianjin Arena, Lianmeng Dianjing Gui’an Arena and Lianmeng
Dianjing LGD Gaming Hangzhou Arena. The Allied Esports Property
Network’s 12th property, run by Fortress Esports, is expected to
open in Melbourne, Australia in 2019. For more information about
Allied Esports and its global network of properties, visit
AlliedEsports.gg and follow @AlliedEsports.
About Black Ridge Acquisition Corp.
Black Ridge Acquisition Corp. is a special purpose acquisition
company sponsored by Black Ridge Oil & Gas, Inc. (OTCQB: ANFC)
for the purpose of effecting a merger, capital stock exchange,
asset acquisition, stock purchase, reorganization or similar
business combination with one or more businesses or assets. Black
Ridge Acquisition Corp. completed its initial public offering in
October 2017, raising $138 million in cash proceeds.
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 the proposed
transactions between Simon, Allied Esports and Black Ridge
Acquisition Corp. including the negotiation and execution of
definitive agreements relating to the transactions between the
parties, the purchase of shares of Black Ridge Acquisition Corp. by
Simon Property Group and achieving the desired results of the
strategic alliance between the parties. Forward-looking statements
may also relate to the proposed transaction between Black Ridge
Acquisition Corp. and Ourgame International Holdings Limited (the
“Proposed Transaction”) and any other statements relating to future
results, strategy and plans of Black Ridge and Ourgame (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 Black Ridge or Ourgame, as
the case may be, 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.
Additional information on these and other factors that may cause
actual results and Black Ridge’s performance to differ materially
is included in Black Ridge’s definitive proxy statement relating to
the Business Combination and Black Ridge’s other periodic reports
filed with the SEC, including but not limited to Black Ridge’s Form
10-K for the year ended December 31, 2018. Copies may be obtained
by contacting Black Ridge or the SEC. 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 Black Ridge undertakes no
obligations to update or revise the forward-looking statements,
whether as a result of new information, future events or otherwise,
except as required by law.
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 Business Combination or otherwise, nor shall
there be any sale, issuance or transfer of securities in any
jurisdiction in contravention of applicable law.
Participants in Solicitation
Black Ridge and Ourgame, and their respective directors and
executive officers, may be deemed participants in the solicitation
of proxies of Black Ridge stockholders in respect of the Business
Combination. Information about the directors and executive officers
of Black Ridge is set forth in Black Ridge’s definitive proxy
statement relating to the Business Combination and Black Ridge’s
other reports filed with the Securities and Exchange Commission
including its Form 10-K for the year ended December 31, 2018.
Information about the directors and executive officers of Ourgame
and more detailed information regarding the identity of all
potential participants, and their direct and indirect interests, by
security holdings or otherwise, is set forth in Black Ridge’s
definitive proxy statement. Investors may obtain additional
information about the interests of such participants by reading
such proxy statement on the SEC’s website at www.sec.gov.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20190628005193/en/
Media Contact: Brian Fisher Allied Esports
brian@alliedesports.com
Investor Contact: Lasse Glassen Addo Investor Relations
lglassen@addoir.com 424-238-6249
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