Playmaker Capital Inc. (TSX-V: PMKR) (“Playmaker” or the
“Company”), the digital sports media company that delivers
authentic content experiences through its portfolio of sports media
brands, today announced that it has mailed, using notice-and-access
procedures, the management information circular (the
“Circular”) and related materials for the special meeting
(the “Meeting”) of Playmaker shareholders (the “Company
Shareholders”) to approve the previously announced plan of
arrangement under the Business Corporations Act (Ontario) (the
“Arrangement”), pursuant to which Better Collective A/S
(“Better Collective”) (STO, XCSE: BETCO) has agreed to
acquire all of the issued and outstanding common shares of
Playmaker (the “Company Shares”). Each Company Shareholder
will receive, at such Company Shareholder’s election on the closing
of the Arrangement, for each Company Share held: (a) $0.70 in cash,
(b) 0.0206 of an ordinary share in the capital of Better Collective
(each ordinary share, a “Better Collective Share”) or (c) a
combination of $0.245 in cash and 0.0134 of a Better Collective
Share, in each case subject to proration, all as more particularly
described in the Circular (the “Transaction”) and
Playmaker’s news release dated November 7, 2023.
The Meeting is scheduled to be held via live audio webcast on
January 22, 2024 at 10:00 a.m. (Toronto time) at
https://web.lumiagm.com/#/205606471. Company Shareholders of record
as of the close of business on December 11, 2023 are entitled to
receive notice and vote at the Meeting.
The board of directors of Playmaker, after evaluating the
Arrangement with management and Playmaker’s legal and financial
advisors, including receipt of a fairness opinion from Canaccord
Genuity Corp., has unanimously determined the Arrangement is in the
best interests of Playmaker and is fair to Company Shareholders
(other than to certain rollover shareholders, being Jordan Gnat,
JPG Investments Inc. and their respective affiliates) and
unanimously recommends that Company Shareholders vote
FOR the Arrangement.
On December 14, 2023, the Ontario Superior Court of Justice
(Commercial List) (the “Court”) granted an interim order
providing for the calling and holding of the Meeting and certain
other matters related to the Meeting and the Arrangement. A copy of
the interim order is included in the Circular.
The anticipated hearing date for the application for the final
order of the Court (the “Final Order”) is January 24, 2024.
Subject to obtaining the required approval of the Company
Shareholders at the Meeting, the Final Order and the satisfaction
or waiver of other customary closing conditions contained in the
arrangement agreement entered into between Playmaker and Better
Collective on November 6, 2023, including the approval of certain
U.S. gaming authorities and approval under the Investment Canada
Act, the Arrangement is anticipated to be completed in the first
quarter of 2024.
The Circular provides important information on the Arrangement
and related matters, including voting procedures and instructions
for shareholders unable to attend the Meeting. Company Shareholders
are urged to read the Circular and its appendices carefully and in
their entirety. The Circular is available on Sedar+ at
www.sedarplus.ca and on Playmaker’s website.
Company Shareholders who have questions regarding the
Arrangement or require assistance should consult their financial,
legal, tax or other professional advisor.
Caution Regarding Forward-Looking
Statements
Certain information set forth in this news release including,
without limitation, Playmaker’s management’s expectations with
respect to the anticipated benefits of the Arrangement; the
anticipated timing for the Meeting to approve the Transaction; the
timing and anticipated receipt of required regulatory approvals;
and the anticipated timing for closing the Transaction, is
forward-looking information within the meaning of applicable
securities laws. Forward-looking information may in some cases be
identified by words such as “will”, “anticipates”, “expects”,
“intends” and similar expressions suggesting future events or
future performance.
By its nature, forward-looking information is subject to
numerous risks and uncertainties, some of which are beyond
Playmaker’s control. The forward-looking information contained in
this news release is based on certain key expectations and
assumptions made by Playmaker, including expectations and
assumptions concerning the anticipated benefits of the Transaction
and the receipt, in a timely manner, of regulatory, shareholder and
court approvals.
Forward-looking information is subject to various risks and
uncertainties which could cause actual results and experience to
differ materially from the anticipated results or expectations
expressed in this news release. The key risks and uncertainties
include, but are not limited to: general global economic, market
and business conditions; governmental and regulatory requirements
and actions by governmental authorities; relationships with
employees, customers, business partners and competitors; and
diversion of management time on the Transaction. There are also
risks that are inherent in the nature of the Transaction, including
failure to satisfy the conditions to the completion of the
Transaction and failure to obtain any required regulatory and other
approvals (or to do so in a timely manner). The anticipated
timeline for completion of the Transaction may change for a number
of reasons, including the inability to secure necessary regulatory,
court or other approvals in the time assumed or the need for
additional time to satisfy the conditions to the completion of the
Transaction. As a result of the foregoing, readers should not place
undue reliance on the forward-looking information contained in this
news release concerning the timing of the Transaction. A
comprehensive discussion of other risks that impact Playmaker can
also be found in Playmaker’s public reports and filings, which are
available under Playmaker’s company profile on Sedar+.
Readers are cautioned that undue reliance should not be placed
on forward-looking information as actual results may vary
materially from the forward-looking information. Playmaker does not
undertake to update, correct or revise any forward-looking
information as a result of any new information, future events or
otherwise, except as may be required by applicable law.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
ABOUT PLAYMAKER CAPITAL INC.
Playmaker Capital Inc. (TSX-V: PMKR; OTC: PMKRF) is a digital
sports media company that acquires and integrates premier
fan-centric media brands, curated to deliver highly engaged
audiences of sports fans to tier one advertisers, online sports
betting operators, and sports federations and leagues. Leveraging
its in-house technology stack, Bench, and with a 360-degree view of
sports fans, Playmaker delivers authentic digital content
experiences for sports fans and best-in-class results for its
partners across the Americas. Playmaker reports in U.S. dollars,
except where noted otherwise, and in accordance with International
Financial Reporting Standards.
For more information, visit: http://www.playmaker.fans or
contact Playmaker Chief Executive Officer Jordan Gnat via email
jgnat@playmaker.fans | T: (416) 815-4993
To sign up for Playmaker’s Investor Alerts, visit:
playmaker.fans/investors.
ABOUT BETTER COLLECTIVE A/S
Better Collective (STO, XCSE: BETCO) owns a portfolio of
national and global sports media brands and operates numerous
digital sports media and communities. At its core, Better
Collective produces a range of sports coverage that spans from
popular leagues such as the Premier League and the NFL to niche
competitions. Better Collective’s brands are an integral part of
the sports entertainment industry with an audience of more than 180
million monthly visits from fans exploring the world of sports
through a wide range of content such as video formats, podcasts,
editorial sports news as well as expert and data insights and
betting tips regarding the latest and upcoming sports events.
Through its sports media brands like Action Network, HLTV,
RotoGrinders, VegasInsider and FUTBIN, Better Collective caters to
dedicated as well as casual sports fans who seek engaging sports
content. As such, Better Collective is an attractive partner for
businesses, including online gambling and betting, aiming to gain
the attention of Better Collective’s vast audience with their
commercial messages. To learn more about Better Collective please
visit bettercollective.com.
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version on businesswire.com: https://www.businesswire.com/news/home/20231222635999/en/
MEDIA & INVESTOR RELATIONS Jonathan Ross – E:
jon.ross@loderockadvisors.com | T: (416) 283-0178 Elias Blahacek –
E: elias@playmaker.fans | T: (416) 254-4345
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