Enthusiast Gaming Holdings Inc. (“Enthusiast
Gaming” or the “Company”) (NASDAQ:EGLX) (TSX:EGLX) is pleased to
announce it has closed the previously-announced acquisition
(“Acquisition”) of Vedatis SAS
(“Vedatis”), which owns Icy Veins
(www.icy-veins.com) for €7,000,000 (the
“Purchase
Price”) million in cash and stock, plus an Earn-out (the
“Earn-out”) subject to certain conditions
described below.
Upon closing of the Acquisition, the Company
made a cash payment of €3,500,000 and issued 226,563 common shares
in the capital of the Company (the “Common
Shares”) for an aggregate value of €5,000,000. At the
option of the Company, €750,000 of the €2,000,000 balance of the
Purchase Price, which is payable on the first anniversary of the
closing date, may be settled by way of issuing additional Common
Shares. The Common Shares are subject to a contractual lock-up with
33.33% released six (6) months following the closing date, 33.33%
released twelve (12) months following the closing date, and 33.33%
released eighteen (18) months following the closing date. In
addition, the vendors are eligible to an Earn-out payment, subject
to certain conditions, equal to the sum of EBITDA of the purchased
business (excluding new business generated by the Company), for the
four (4) best consecutive calendar quarterly periods within the
sixteen (16) consecutive calendar quarterly periods immediately
following the closing date.
The acquisition is expected to be accretive to
Enthusiast Gaming’s revenue and margins and demonstrates
opportunity for increased monetization through the Company’s
proprietary flywheel, which includes YouTube channels,
subscriptions, content licensing, and ecommerce.
Icy Veins is one the largest independent
Activision Blizzard fan communities generating over 3 billion
lifetime views of content and was founded in 2011 by Damien
Thivolle and Vlad-Matei Mladin. The platform provides news and
strategy guides for leading franchises like World of Warcraft,
Diablo, Heroes of the Storm, Hearthstone and Overwatch.
About Enthusiast Gaming
Enthusiast Gaming is building the largest media
platform for video game and esports fans to connect and engage
worldwide. Combining the elements of its four core pillars; Media,
Talent, Esports and Experiential, Enthusiast Gaming provides a
unique opportunity and integrated approach to reach and connect
with its coveted GenZ and Millennial audience. Through its
proprietary mix of digital media and entertainment assets,
Enthusiast Gaming has built a vast network of like-minded
communities to deliver the ultimate fan experience.
Contacts
Investor Relations:Eric Bernofsky, Chief
Corporate Officer, Enthusiast
Gaminginvestor@enthusiastgaming.com
Media Relations:Carmela Antolino, Provident
Communicationscarmela@providentcomms.com647-287-2286
Neither the TSX Exchange nor its Regulation
Services Provider (as that term is defined in the policies of the
TSX Exchange) accepts responsibility for the adequacy or accuracy
of this release.
This news release contains certain statements
that may constitute forward-looking information under applicable
securities laws. All statements, other than those of historical
fact, which address activities, events, outcomes, results,
developments, performance or achievements that Enthusiast Gaming
anticipates or expects may or will occur in the future (in whole or
in part) should be considered forward-looking information. Often,
but not always, forward-looking information can be identified by
the use of words such as "plans", "expects", "is expected",
"budget", "scheduled", "estimates", "forecasts", "intends",
"anticipates", or "believes" or variations (including negative
variations) of such words and phrases, or statements formed in the
future tense or indicating that certain actions, events or results
"may", "could", "would", "might" or "will" (or other variations of
the forgoing) be taken, occur, be achieved, or come to pass.
Forward-looking statements in this news release include, but are
not limited to, statements regarding: future payments of cash or
common shares in connection with the Purchase Price; contractual
lock-ups of common shares issued in connection with the
Acquisition; the calculation and payment of the Earn-out; and,
anticipated financial results of Vedatis and the future impact of
Vedatis on the consolidated financial results of the Company.
Forward-looking statements are based on
assumptions and analyses made by the Company in light of its
experience and its perception of historical trends, current
conditions and expected future developments, including, but not
limited to, expectations and assumptions concerning: interest and
foreign exchange rates; capital efficiencies, cost saving and
synergies; growth and growth rates; the success in the esports and
media industry; and the Company’s growth plan. While Enthusiast
Gaming considers these assumptions to be reasonable, based on
information currently available, they may prove to be incorrect.
Readers are cautioned not to place undue reliance on
forward-looking statements. In addition, forward-looking statements
necessarily involve known and unknown risks, including, without
limitation, risks associated with general economic conditions; the
timing and filing of the final base shelf prospectus and
corresponding Registration Statement; the potential offering of any
Securities by the Company; uncertainty with respect to the
completion of any future offering; the ability to obtain applicable
regulatory approvals for any contemplated offerings; the ability of
the Company to negotiate and complete future funding transactions;
adverse industry events; and future legislative, tax and regulatory
developments. Readers are cautioned that the foregoing list is not
exhaustive. For more information on the risk, uncertainties and
assumptions that could cause anticipated opportunities and actual
results to differ materially, please refer to the public filings of
Enthusiast Gaming which are available on SEDAR
at www.sedar.com. Readers are further cautioned not to place
undue reliance on forward-looking statements as there can be no
assurance that the plans, intentions or expectations upon which
they are placed will occur. Such information, although considered
reasonable by management at the time of preparation, may prove to
be incorrect and actual results may differ materially from those
anticipated. Forward-looking statements contained in this news
release are expressly qualified by this cautionary statement and
reflect our expectations as of the date hereof, and thus are
subject to change thereafter. Enthusiast Gaming disclaims any
intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise, except as required by applicable law.
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