Combined Business Strategies of Allied
Esports and World Poker Tour to Drive Company’s Global Esports
Growth with Capital and Management Expertise
Black Ridge Acquisition Corp. (“Black Ridge”) (NASDAQ: BRAC
(Common Stock), BRACU, BRACW, BRACR) and Ourgame International
Holdings Ltd. (“Ourgame”) today announced they have entered into a
definitive agreement whereby Black Ridge will acquire two of
Ourgame’s global esports and entertainment assets, Allied Esports
International, Inc. (“Allied Esports”) and WPT Enterprises, Inc.
(“WPT”). At close, the combined company will be renamed Allied
Esports Entertainment, Inc. (“AESE”) and is expected to trade on
the NASDAQ Capital Market under the ticker symbol “AESE.”
This press release features multimedia. View
the full release here:
https://www.businesswire.com/news/home/20181219005845/en/
Frank Ng (Photo: Business Wire
Upon completion of the transaction, AESE will be an esports
entertainment company dedicated to providing world-class in-person
experiences, multiplatform content and interactive services to the
global video gaming community through a unique fusion of two
leaders in the esports and entertainment industries, Allied
Esports™ and WPT®. By strategically combining Allied Esports’
global network of properties and content creation facilities with
WPT’s nearly two decades of international expertise in live events,
content distribution and customer engagement, AESE will provide
esports audiences with offerings unparalleled in the industry
today.
Lyle Berman, Director of Black Ridge, who is expected to be the
Chairman of the Board of AESE upon closing of the transaction
stated, “In more than 40 years in the gaming and entertainment
business, this is the most exciting opportunity I have seen. The
capital from the Black Ridge SPAC will be used to expand AESE’s
global property network, accelerating their first-mover advantage
as the company continues to build a brand that is synonymous with
Esports.”
“This transaction will be transformational for our rapidly
expanding company and provide the esports community with a fully
capitalized, globally connected esports enterprise capable of
producing the volume and breadth of esports entertainment products
the industry is increasingly demanding,” said Frank Ng, who will
step down as CEO of Ourgame to lead AESE under the same title. “By
applying WPT’s proven business model to the much bigger,
higher-growth global Esports business, we are creating an esports
entertainment platform that is long-lasting and positioned to
capture the esports monetization opportunity.”
Upon completion of the transaction, AESE is expected to be led
by Lyle Berman, Chairman; Eric Yang, Vice Chairman; Frank Ng, Chief
Executive Officer; Ken DeCubellis, Chief Financial Officer; David
Moon, Chief Operating Officer; and Adam Pliska, President. This
leadership group brings AESE a wealth of experience across gaming,
entertainment and esports, with a proven track record of
successfully operating high-growth public companies. Jud Hannigan
will continue his role as CEO of Allied Esports and Pliska will
continue to serve as president and CEO of WPT.
Allied Esports Entertainment Business Model
Highlights
AESE will strategically combine the globally recognized Allied
Esports brand with the proven three-pronged business model of the
iconic World Poker Tour, featuring in-person experiences,
multiplatform content and interactive services, to leverage the
high-growth opportunities in the global esports industry with an
addressable market of 2.2 billion people worldwide.
AESE will seek to amplify Allied Esports’ ongoing efforts in
setting the standard in esports entertainment through the
development of authentic in-person experiences from its iconic
global property network, including flagship arenas, mobile esports
trucks and affiliate arenas. Through those experiences, the company
will look to continue to create original content that is shared
with millions of viewers across partner distribution platforms,
including digital, traditional and social media. Finally, AESE
plans to scale its interactive services through the development of
a proprietary online platform to deliver branded entertainment for
participants and viewers globally.
Allied Esports has generated considerable attention in the
global esports entertainment landscape spanning North America,
Europe and China. In March, the company debuted its global flagship
arena, HyperX Esports Arena Las Vegas, a state-of-the-art,
dedicated esports venue and world-class production facility, where
it has produced events and content across a variety of esports and
entertainment genres. Allied Esports announced the industry’s first
major naming rights partnership for a purpose-built dedicated
esports arena with leading gaming product developer HyperX in
November and was named Venue of the Year at the 2018 Tempest
Awards, a part of the Esports Business Summit.
Allied Esports also recently announced the formation of the
world’s first esports venue affiliate program – the Allied Esports
Property Network – created for operators around the world
interested in participating in Allied Esports’ global event
programming, and licensing Allied Esports’ design, development and
operations expertise for their own dedicated esports venues. The
Allied Esports Property Network will provide members with access to
Allied Esports’ global platform of events and content production,
providing participants and viewers with integrated experiences
in-person and online. Affiliate members will also be fully
incorporated into Allied Esports’ global tournament ecosystem,
offering teams and players the opportunity to participate in
high-stakes events worldwide, culminating in live events held at
Allied Esports’ flagship location, HyperX Esports Arena Las
Vegas.
Following the success and popularity of its European esports
truck “Big Betty,” in 2018 Allied Esports launched North America’s
HyperX Esports Truck, a state-of-the-art, 80-foot, 18-wheel, 35-ton
semi-trailer that transforms into a self-contained mobile stage and
production studio, bringing esports competition directly to
fans.
Allied Esports’ popular tournament brand, Esport Superstars,
made its debut in China with the third annual edition of Esport
Superstars: Hearthstone in December. The Esport Superstars:
Hearthstone franchise totaled more than 16 million global viewers
over the course of its first two events in Germany and the United
States.
Through nearly two decades, WPT has successfully executed its
three-pronged business strategy to monetize the game of poker.
Today, WPT licenses its brand to approximately 65 poker events
globally on an annual basis that are viewed by millions worldwide
via an international distribution network including FOX Sports
Network and numerous global online platforms. Currently producing
its 17th season, the World Poker Tour is one of the longest-running
television shows in U.S. history. In addition, WPT reaches millions
of fans on a daily basis via its social media reach, its unique
online membership site, ClubWPT, which offers inside access to the
WPT, and a sweepstakes-based poker club available in 35 states
across the U.S. In recent years, interactive services like ClubWPT
have consistently contributed to a significant portion of WPT
revenues.
After holding four Season 16 poker events at HyperX Esports
Arena Las Vegas in 2018, including the legendary WPT Tournament of
Champions final table, WPT announced that all televised final
tables in Season 17 will take place at the Las Vegas venue.
Transaction Summary
Under terms of the definitive agreement for the transaction, at
closing, in exchange for 100% of the equity in the entities
comprising the Allied Esports business and WPT business, Black
Ridge will issue approximately 11.6 million shares, with a value of
$118 million, to Ourgame, as well as some of the management team
members of Allied Esports and additional Ourgame-related investors.
Black Ridge will also issue the Ourgame investor group warrants to
purchase a total of 3.8 million shares of Black Ridge common stock
at a price per share of $11.50. An additional $50 million of
contingent stock consideration is available to Ourgame subject to
certain milestones as set forth in the transaction documents.
The transaction reflects an anticipated initial enterprise value
of approximately $213.8 million. Assuming no shareholder
redemptions, the company will have $98.7 million in cash on the
balance sheet after transaction costs and payment of $35 million
for debt owed to Ourgame. The company will have zero debt at
closing.
The transaction has been unanimously approved by the board of
directors of Black Ridge and Ourgame, and is expected to close in
the first quarter of 2019. The closing is subject to receipt of all
requisite regulatory approvals, approval of Ourgame’s and Black
Ridge’s stockholders, Black Ridge having at least $80 million of
cash on hand remaining at the closing, and other customary
conditions.
The description of the transaction contained herein is only a
summary and is qualified in its entirety by reference to the
definitive transaction documents, copies of which will be filed by
Black Ridge as an exhibit to a Current Report on Form 8-K and which
can be obtained, without charge, at the Securities and Exchange
Commission's internet site (http://www.sec.gov). For additional
information on the terms of the transaction, investors are directed
to review the Current Report on Form 8-K.
Macquarie Capital acted as M&A and capital markets advisor
to Black Ridge. EarlyBird Capital acted as capital markets advisor.
Graubard Miller provided legal counsel to Black Ridge. Maslon LLP
provided legal counsel to Allied Esports and WPT. Skadden, Arps,
Slate, Meagher & Flom LLP provided legal counsel to
Ourgame.
Audio Webcast Information
Management will post an audio webcast with presentation slides
at 6 a.m. PT (9 a.m. ET) on December 20, 2018 that will discuss the
transaction. Investment professionals and all current and
prospective stockholders are invited to access the webcast online
by visiting the Investor Relations section of Black Ridge’s website
at ir.blackridgeacq.com. The webcast will be available through
February 1, 2019.
About Ourgame International Holdings Ltd.
Ourgame International Holdings Ltd. is a leading mind sports
entertainment company with products, operations and investments
across card and board games, mind sports and esports in China and
globally. The Company is a pioneer of online card and board games
in China, offering more than 200 online games, and is an industry
leader in integrated online and offline platforms, reaching more
than 700 million total users. Ourgame acquired the World Poker
Tour, a premiere gaming entertainment company, in 2015 and has
since significantly expanded its operations. Ourgame has developed
its esports business through its Allied Esports subsidiary with
arenas and operations in China, the United States and Europe.
Ourgame is listed in the Hong Kong Stock Exchange main board with a
stock code of 06899.
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.
About Allied Esports International, Inc.
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 every day 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®.
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, Esports
Arena Orange County, Esports Arena Oakland and Esports Truck “Big
Meta”; Europe’s ELC Gaming Esports Truck “Big Betty” and 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 Hangzhou Arena. The Allied Esports Property Network’s 12th
property, run by Fortress Esports, is expected to open in
Melbourne, Australia in 2019.
About WPT Enterprises, Inc. (World Poker Tour)
WPT Enterprises, Inc. is the creator of the World Poker Tour®
(WPT®) – 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
17th season, which airs on FOX Sports Regional Networks in the
United States. Season XVII 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 35 states across the
United States with innovative features and state-of-the-art
creative elements inspired by WPT’s 16 years of experience in
gaming entertainment. WPT also participates in strategic brand
license, partnership, and sponsorship opportunities. WPT
Enterprises, Inc. is a subsidiary of Allied Esports Entertainment,
Inc.
Additional Information about the Transaction and Where to
Find It
This communication relates to a proposed business combination
(the “Proposed Transaction”) between Black Ridge and Ourgame and
may be deemed to be solicitation material in respect of the
Proposed Transaction. The Proposed Transaction will be submitted to
the stockholders of Black Ridge and Ourgame for their approval. In
connection with the Black Ridge stockholder vote on the Proposed
Transaction, Black Ridge intends to file with the SEC a proxy
statement on Schedule 14A. This communication is not a substitute
for the proxy statement that Black Ridge will file with the SEC or
any other documents that Black Ridge may file with the SEC or send
to its stockholders in connection with the Proposed Transaction.
When completed, Black Ridge will mail a definitive proxy statement
to its stockholders in connection with Black Ridge’s solicitation
of proxies for the special meeting of Black Ridge stockholders to
be held to approve the Proposed Transaction. This presentation does
not contain all the information that should be considered
concerning the Proposed Transaction, including relevant risk
factors that may be included in the proxy statement. It is not
intended to provide the basis for any investment decision or any
other decision in respect to the Proposed Transaction. Black Ridge
stockholders and other interested persons are advised to read, when
available, Black Ridge’s preliminary proxy statement, the
amendments thereto, and the definitive proxy statement, as these
materials will contain important information about the Proposed
Transaction. A copy of the definitive proxy statement will be sent
when available to all stockholders of record of Black Ridge seeking
the required stockholder approvals. Investors and stockholders can
obtain free copies of the preliminary proxy statement once it is
available and other documents filed with the SEC by Black Ridge
through the web site maintained by the SEC at www.sec.gov. In
addition, investors and stockholders can obtain free copies of the
preliminary proxy statement once it is available from Black Ridge
by accessing Black Ridge’s website at www.blackridgeacq.com.
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
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.
For Ourgame, these risks and uncertainties include, but are not
limited to, its 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. For
Black Ridge, factors include, but are not limited to, the
successful combination of Black Ridge with Ourgame’s business,
amount of redemptions, the ability to retain key personnel and the
ability to achieve stockholder and regulatory approvals and to
successfully close the Proposed Transaction. 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 periodic reports filed with the SEC, including but not
limited to Black Ridge’s Form 10-K for the year ended December 31,
2017 and subsequent Forms 10-Q. 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 Proposed Transaction 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 Proposed
Transaction. Information about the directors and executive officers
of Black Ridge is set forth in Black Ridge’s Form 10-K for the year
ended December 31, 2017. 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,
will be set forth in Black Ridge’s proxy statement, when available.
Investors may obtain additional information about the interests of
such participants by reading such proxy statement when it becomes
available.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20181219005845/en/
Investor Contact: Lasse Glassen Addo Investor Relations
lglassen@addoir.com 424-238-6249
Media Contact: Brian Fisher Allied Esports Entertainment
brian@esportsallied.com 714-975-8368
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