Greywood Investments, LLC, which, together with its associates and
affiliates ("Greywood"), currently owns over 9.3% of the shares of
Enthusiast Gaming Holdings Inc. (NASDAQ:EGLX; TSX:EGLX)
("Enthusiast" or the "Company") and is its largest shareholder,
today announced that it has nominated six highly experienced and
qualified Director candidates (the “Proposed Director Nominees”) to
stand for election to the Board of Directors at Enthusiast’s annual
meeting of shareholders scheduled for June 29, 2022 (the
“Meeting”).
Enthusiast has seen its share price decline from
a high of US$8.64 on April 20, 2021, to US$2.10 per share as of the
close of business on May 23, 2022 (the final trading day prior to
the launch of the “Upgrade Enthusiast” campaign), almost a 76%
loss. This compares quite unfavorably to a drop of approximately
16% for the Nasdaq Stock Market and 4% for the S&P 500 Index
during the same period. Shareholders, including Greywood, are very
frustrated given Enthusiast has a very talented team of committed
employees and an otherwise compelling suite of assets. Greywood
believes that the Company’s potential value is far greater than its
share price currently suggests.
As an investor in the Company since 2018,
Greywood has expressed its concerns regarding the performance of
the Company’s Board and CEO and has quietly offered solutions to
the Board on numerous occasions over the last few months. Despite
the constructive nature of its analysis and proposed solutions,
Greywood’s efforts have been met with transparent delay tactics by
what has become an entrenched Board and CEO, who appear unwilling
or unable to make the necessary changes to “Upgrade
Enthusiast”.
The slate of the exceptionally qualified
Proposed Director Nominees will bring a diverse blend of financial,
technology, gaming, entrepreneurial and leadership skills and
experience to Enthusiast’s Board and includes:
Jon
DakssFractional Chief Product & Technology Officer and
Executive Advisor, Palladium Consulting LLC
Jon Dakss is an
accomplished technology leader in the media, direct-to-consumer and
streaming industries. He spent much of his career in media
technology, first at NBCUniversal and then as Chief Digital Officer
at EPIX (an MGM Company), where he led teams focused on product
strategy, development and innovation. Jon subsequently founded
Palladium Consulting, where he is a much sought-after Executive
Advisor and Fractional CTO/CPO for companies ranging from
early-stage start-ups to global news and entertainment giants. He
supports his clients in areas spanning Direct-to-Consumer Product
Design & Development, Product Architecture & Strategy,
Marketing Technology implementation, Patent/IP Strategy,
Metadata/Recommendations/AI Development, and Building
Technology/Partnerships. He is a graduate of Columbia University
and the Massachusetts Institute of Technology.
Raphael
DanonChief Executive Officer, Universal WellnessWrxChief
Operations Officer, WellnessWrx Inc.
Raphael Danon is a
proven business builder with extensive financial management and
leadership experience. He has built businesses in emerging growth
industries, including having spent more than 6 years at ClearBlue
Markets, a company at the forefront of regulatory and market
development that helps businesses navigate the complexities of the
carbon markets. Raphael previously spent 10 years serving as Chief
Financial Officer at a private and public company. He is a Member
of the Chartered Professional Accountants of Canada and a graduate
of York University.
David
GoldhillCo-Founder & Chief Executive Officer, Sesame
Inc.
David Goldhill is an
experienced media and entertainment executive. He was President and
COO of Universal Television Group before being named the CEO of
Game Show Network, where his responsibilities included establishing
GSN Games. David served in that role for a decade before
co-founding Sesame, an online marketplace for high-quality,
low-cost healthcare services. He earlier served as EVP and CFO of
Act III Communications, a private operator of broadcast stations,
movie theaters, and trade magazines. He has served on the board of
directors of CommerceHub, Expedia and eLong and is currently Chair
of The Leapfrog Group. David is a leading national voice for
market-based health care reform and a graduate of Harvard
University.
Mark
KleinChief Executive Officer, RadarZero LLCChairman,
Finest International
Mark has a track
record of leadership success in the world of esports and other
industries. He is a founding partner and CEO of RadarZero LLC, a
private equity and strategic consulting firm focused on gaming and
esports. He also serves as Executive Chairman of Finest
International, the largest professional esports organization in
Israel. Previously, Mark was Director of Mobile Business
Development at AOL Inc., Managing Director of the Lockwood Group,
and Founder and CEO of Skins Footwear, Inc. and Klearbar, Inc. Mark
attended the University of Connecticut and is currently based in
Israel.
Janny
LeeFounding Partner, AnchorvestManaging Partner &
Chief Operating Officer, RedbadgeFounding Partner, Redbadge
Pacific
Janny Lee is an
experienced financial professional, with a background in investment
banking, asset management and operations. She has been involved
with several billion dollars’ worth of domestic and cross-border
financing and strategic M&A transactions primarily across the
media, technology, and communications industries. She is a Founding
Partner of Anchorvest, an alternative asset management platform. In
addition, she is Managing Partner and Chief Operating Officer of
Redbadge and Founding Partner of Redbadge Pacific, a venture
capital and real estate investment firm where she evaluates direct
capital opportunities. Previously, Janny held roles of increasing
responsibility with Redwood Capital Group, Primedia, Inc.
(originally a Kohlberg Kravis Roberts & Co. portfolio company),
Bank of America Securities LLC and Goldman Sachs Group, Inc. She
was also a founding member of a financial software company that was
funded by Goldman Sachs Ventures. Janny has served on various
boards and is currently a Foundation Board Member of White Plains
Hospital, a leading healthcare provider. She graduated from Cornell
University with a Bachelor of Science degree in Industrial and
Labor Relations.
Dan
PetrozzoPrivate InvestorPartner, Oak HC/FT
Dan Petrozzo has
substantial leadership and technology experience gained over a
variety of roles at preeminent financial organizations. He is a
former Partner and Global Head of Technology for investment
management at Goldman Sachs, Chief Information Officer at Fidelity
Investments, Co-Chief Information Officer at Morgan Stanley and
Global Head of Equity Prime Services Technology at Deutsche Bank
AG. Dan is currently a Partner at Oak HC/FT, a venture and growth
equity firm investing in tech-enabled companies. In this role, he
focuses on growth equity and early-stage venture opportunities in
fintech and currently sits on the boards of EasySend, Ethic,
Ocrolus, Pagaya and Panorays, and is a Board Observer at
NextCapital. He received a Bachelor of Arts degree from Moravian
University and holds a law degree from Seton Hall University Law
School.
There is no action for Enthusiast shareholders
to take at this time. Enthusiast shareholders are urged to visit
www.UpgradeEGLX.com and sign-up to stay up to date on the campaign
to “Upgrade Enthusiast”.
Greywood has retained Goodmans LLP as its legal
advisor, Carson Proxy Advisors as its shareholder engagement and
proxy solicitation advisor, and Longview Communications &
Public Affairs as its strategic communications advisor.
About Greywood
Greywood is a multi-strategy investment
firm exclusively managing proprietary capital. It invests in
securities and assets across the capital structure with a
particular focus on investments in emerging sector public and
private companies. Greywood seeks to work constructively
with portfolio companies and other stakeholders to actively support
and assist management in developing and realizing the company’s
full potential. Together with its associates and affiliates,
Greywood owns over 9.3% of Enthusiast’s shares and is its largest
shareholder.
For
more information: |
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www.UpgradeEGLX.com |
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Investors: |
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Carson Proxy Advisors |
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Christine@carsonproxy.com |
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416-804-8025 |
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Media: |
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Longview Communications & Public Affairs |
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Joel Shaffer |
Peter Block |
416-649-8006 |
416-649-8008 |
jshaffer@longviewcomms.ca |
pblock@longviewcomms.ca |
Information in Support of Public Broadcast
Solicitation
Greywood is relying on the exemption under
section 9.2(4) of National Instrument 51‐102 ‐ Continuous
Disclosure Obligations (“NI 51-102”) to make this public broadcast
solicitation. The following information is provided in accordance
with corporate and securities laws applicable to public broadcast
solicitations.
This solicitation is being made by Greywood, and
not by or on behalf of the management of Enthusiast. The address of
Enthusiast is 90 Eglinton Avenue East, Suite 805, Toronto, ON M4P
2Y3.
Greywood has filed this news release containing
the information required by section 9.2(4)(c) of NI 51-102 and has
filed a separate document containing the information required by
Form 51‐102F5 – Information Circular in respect of the Proposed
Director Nominees, as required by section 9.2(6) of NI 51-102, on
Enthusiast’s company profile on SEDAR at www.sedar.com.
Greywood may solicit proxies in reliance upon
the “quiet solicitation” and public broadcast exemptions to the
solicitation requirements under applicable Canadian laws, with the
latter conveyed by way of public broadcast, including press
release, speech or publication, and otherwise by any other manner
permitted under applicable Canadian laws. In connection with the
Meeting, Greywood may file a dissident information circular in due
course in compliance with applicable securities laws and solicit
proxies for the Meeting by mail, telephone, facsimile, email or
other electronic means, as well as by newspaper or other media
advertising and in person by managers, directors, officers and
employees of Greywood who will not be specifically remunerated
therefor.
Greywood has retained Carson Proxy (“Carson”) to
assist Greywood in soliciting proxies for the Meeting and has
agreed to pay a fee to Carson of $175,000 plus applicable
disbursements and taxes. Carson’s responsibilities will principally
include advising Greywood on governance best practices, where
applicable, liaising with proxy advisory firms, developing and
implementing shareholder communication and engagement strategies,
and advising with respect to meeting and proxy protocol. All costs
incurred for any solicitation will be borne by Greywood. Greywood
may engage the services of one or more other agents and authorize
other persons to assist it in soliciting proxies on behalf of
Greywood.
Although no forms of proxy have been provided at
this time, a registered holder of common shares of Enthusiast that
gives a proxy may revoke it by: (a) completing and signing a valid
proxy bearing a later date and returning it in accordance with the
instructions contained in the form of proxy to be provided by
Greywood, or as otherwise provided in the Information Circular; (b)
depositing an instrument in writing executed by the shareholder or
by the shareholder's attorney authorized in writing, as the case
may be (i) at the registered office of Enthusiast at any time up to
and including the last business day preceding the day the Meeting
or any adjournment or postponement thereof is to be held, or (ii)
with the chairman of the Meeting prior to its commencement on the
day of the Meeting or any adjournment or postponement thereof; or
(c) revoking their proxy in any other manner permitted by law.
Although no forms of proxy or voting instruction
forms have been provided at this time, a non‐registered holder of
common shares of Enthusiast will be entitled to revoke a form of
proxy or voting instruction form given to an intermediary at any
time by written notice to the intermediary in accordance with the
instructions given to the nonregistered holder by its intermediary.
It should be noted that revocation of proxies or voting
instructions by a non‐registered holder can take several days or
even longer to complete and, accordingly, any such revocation
should be completed well in advance of the deadline prescribed in
the form of proxy or voting instruction form to ensure it is given
effect in respect of the meeting.
To the knowledge of Greywood, none of Greywood
or any of its associates or affiliates, nor any of the Proposed
Nominees or their respective associates or affiliates, has any
material interest, direct or indirect, (i) in any transaction since
the beginning of Enthusiast's most recently completed financial
year or in any proposed transaction that has materially affected or
would materially affect Enthusiast or any of its subsidiaries; or
(ii) by way of beneficial ownership of securities or otherwise, in
any matter proposed to be acted on at the Meeting, other than the
election of directors to the Board.
Forward Looking Statements
Certain statements in this press release
constitute forward-looking statements within the meaning of
applicable Canadian securities laws. All statements contained in
this press release that are not clearly historical in nature or
that necessarily depend on future events are forward-looking, and
the words "anticipate," "believe," "expect," "estimate," "plan,"
and similar expressions are generally intended to identify
forward-looking statements. These statements are based on the
current expectations of Greywood and currently available
information. They are not guarantees of future performance, involve
certain risks and uncertainties that are difficult to predict, and
are based upon assumptions as to future events that may not prove
to be accurate. Greywood cautions that its assumptions may not
materialize and current economic conditions render such
assumptions, although reasonable at the time made, subject to
greater uncertainty. There can be no assurance that forward-looking
statements included in this press release will prove to be
accurate, as actual results and future events could differ
materially from those anticipated in such statements. Accordingly,
readers are advised not to place undue reliance on forward-looking
statements included herein. Greywood does not assume any obligation
to update any forward-looking statements contained in this press
release, except as required by applicable law.
A photo accompanying this announcement is available
at: https://www.globenewswire.com/NewsRoom/AttachmentNg/1991f8a9-0e4e-4575-91f9-33ac621c91cc
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