Allied Esports Entertainment, Inc. (NASDAQ: AESE) (the
“Company”), a global esports entertainment company, today announced
that the Company’s Board of Directors, in consultation with its
financial and legal advisors, has determined that a revised
proposal from Bally’s Corporation (“Bally’s”) constitutes a
“Superior Proposal” under the Company’s pending stock purchase
agreement with Element Partners, LLC (“Element”). Under the terms
of Bally’s revised proposal, Bally’s would acquire 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 $90,000,000 in cash at the
closing.
The Company notified Element that it intends to terminate their
stock purchase agreement unless, prior to 5:00 p.m. Pacific Time on
March 19, 2021, the Company and Element negotiate an amendment to
their pending stock purchase agreement such that the Bally’s
revised proposal no longer constitutes a Superior Proposal.
Prior to making its determination regarding Bally’s revised
proposal, the Company received a proposal from Bally’s to sell the
outstanding capital stock of the Company for $100 million, which
would include the sale of the World Poker Tour and the Company’s
esports operations. After discussions, Bally’s updated its proposal
to acquire only the entities comprising the World Poker Tour to
more closely mirror the structure of the Company’s pending stock
purchase agreement with Element.
There can be no assurance that the Company will enter into a
definitive agreement with Bally’s or consummate any transaction
with Bally’s.
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, the determinations made by the Company’s Board
of Directors following its evaluation of the negotiations between
the Company and Element; the impact of the actions of Element and
Bally’s in response to any discussions between the Company and the
other company and the potential consummation of the proposed
transaction with one of such companies; the outcome of any legal
proceedings that could be instituted against the Company or its
directors related to the discussions or the proposed or pending
stock purchase agreement with Element or Bally’s; changes in a
proposal from Element or Bally’s; the occurrence of any event,
change or other circumstances that could give rise to the
termination of the pending stock purchase agreement with Element;
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 Element
(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.
If a negotiated transaction between the Company and Bally’s is
entered into, the Company will prepare a consent solicitation
statement related to the proposed transaction, the proposed
transaction will be submitted to the stockholders of the Company
for their consideration, and the Company will provide the consent
solicitation statement to its stockholders. The Company, and
possibly Bally’s, may also file other documents with the SEC
regarding the proposed transaction. This document is not a
substitute for any consent solicitation statement or any other
document which the Company or Bally’s may file with the SEC in
connection with such proposed transaction. If a negotiated
transaction between the Company and Bally’s is entered into,
investors and stockholders are urged to read the consent
solicitation statement and the other relevant materials with
respect to the proposed transaction with Bally’s carefully in their
entirety when they become available before making any voting or
investment decision with respect to the proposed transaction with
Bally’s because they such documents will contain important
information about the proposed transaction with Bally’s.
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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210316005423/en/
Investor Contact: Lasse Glassen Addo Investor Relations
lglassen@addoir.com 424-238-6249
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