IRVINE, California – (BUSINESS WIRE) – Allied Esports Entertainment, Inc. (NASDAQ: AESE) (the “Company”), a global esports entertainment company, announced today that the Company’s board of directors, in consultation with its financial and legal advisors, has determined a revision of the proposal of the Bally’s Corporation (“Bally’s”) constitutes a “Superior Proposal” under the Company’s outstanding share purchase agreement with Element Partners, LLC (“Element”). Pursuant to the terms of the Bally’s revised proposal, Bally’s would have all of the interests of Club Services, Inc. (“CSI”), an indirect wholly-owned subsidiary of the Company that directly or indirectly owns the poker business and assets of the Company, including the companies that make up the World Poker Tour® (“World Poker Tour” or “WPT®”) for a total of $ 90,000,000 in cash at the close.
The company advised Element that it intends to terminate its share purchase agreement unless the company and Element negotiate an amendment to their pending share purchase agreement before 7:00 p.m. Pacific Time on March 19, 2021 so that Bally’s revised proposal is no longer valid represents an overarching proposal.
Before making its decision on Bally’s revised proposal, the company received a proposal from Bally to sell the company’s outstanding equity for $ 100 million, which would include the sale of the World Poker Tour and the company’s esports activities. Following discussion, Bally’s updated its proposal to acquire only the companies that make up the World Poker Tour to more closely reflect the structure of the company’s pending share purchase agreement with Element.
There can be no guarantee that the Company will enter into any definitive agreement with Bally’s or that it will complete any transaction with Bally’s.
About the World Poker Tour
The World Poker Tour (WPT) is the premier name for internationally televised games and entertainment with branded presence in land-based tournaments, television, online and mobile. WPT has been a leader in poker since 2002, sparking the global poker boom with the creation of a one-of-a-kind television show based on a series of high-stakes poker tournaments. WPT has broadcast in more than 150 countries and territories worldwide and is currently producing its 18th season which will air 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 provides internal access to the WPT, as well as a sweepstakes poker club available in 43 states and territories in the US, Australia, Canada, France and the UK. WPT also engages in strategic brand licensing, partnership and sponsorship opportunities. Please visit WPT.com for more information. 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 company dedicated to delivering transformative live experiences, cross-platform content and interactive services worldwide through the strategic merger of two strong entertainment brands: Allied Esports and World Poker Tour (WPT). On January 19, 2021, AESE entered into a share purchase agreement to sell the interests WPT owns to Element Partners, LLC once all applicable shareholder and regulatory approvals were obtained and the other conditions for closing were met (the “Proposed Transaction”).
This release 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, strategies and plans of Allied Esports Entertainment, Inc. and the World Poker Tour (collectively the “Companies”) (including certain projections and business trends and statements identified by the use of the words “plans,” “expectations” or “deeds” cannot expect “,” estimated ” , “Expected”, “budget”, “planned”, “estimated”, “projected”, “intended”, “anticipated” or “not anticipated” or “believes” or deviations from such words and phrases or indicate that certain Actions, events or results “may”, “could”, “would”, “could”, “projects”, “are” or “are taken”, “occur” or “are” achieved “) All statements are based on the opinions and estimates of the management of the companies at the time these statements are made and are subject to known and unknown risks, uncertainties, assumptions and other factors that could affect actual activities, performance or successes that differ materially from those that are expressed or implied in such forward-looking statements. For example, Bally’s proposal may not result in a definitive agreement on an alternative transaction. Other risks and uncertainties include, but are not limited to, the determinations of the Directors of the Company following an evaluation of the negotiations between the Company and Element; the impact of Element and Bally’s actions in response to any discussion between the company and the other company and the possible completion of the proposed transaction with either company; the outcome of legal proceedings that may be brought against the company or its directors in connection with the discussions or the proposed or pending share purchase agreement with Element or Bally’s; Changes in a proposal from Element or Bally; the occurrence of an event, change or other circumstance that could lead to the termination of the outstanding share purchase agreement with Element; The specific sales and operating performance of each company, general economic conditions, industry trends, laws or regulatory requirements that affect the business in which it operates, growth management, its business strategy and plans, the outcome of future funding efforts and its reliance on Key personnel and the ability to retain key personnel. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this publication. These forward-looking statements are made only as of the date of this document and no company undertakes any obligation to update or revise any forward-looking statements 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 an event, change or other circumstance that may result in the termination of the Share Purchase Agreement or otherwise cause the Proposed Transaction not to be completed ;; the outcome of legal proceedings that may be initiated against us after the proposed transaction is disclosed; the inability to complete the proposed Transaction, including due to failure to obtain approval from AESE shareholders or other conditions for completion; receiving an unsolicited offer from another party to undertake an alternative business transaction that may affect the proposed transaction; a change in our plans to withhold the net cash proceeds from the proposed transaction; our inability to complete one or more future acquisitions or strategic transactions with the net proceeds of the proposed transaction; an event or condition that results in our not fully participating in Element’s future earnings (as provided for in the share purchase agreement); and a decision not to pursue strategic options for the esports business. For more information about potential factors that could affect our business, please see “Risk Factors” in AESE’s February 1, 2021, filing with the SEC on February 1, 2021.
No offer or solicitation
This announcement is for informational purposes only and does not constitute an offer to sell or buy, or a solicitation of an offer to buy or sell any securities, or a solicitation of any vote, approval or approval in any jurisdiction pursuant to or in connection with the proposed transaction or in any other way there may be no sale, issue or transfer of securities in any country in violation of any applicable law.
When any transaction negotiated between the Company and Bally’s is completed, the Company will issue a letter of consent with respect to the proposed transaction, the proposed transaction will be presented to the Company’s shareholders for consideration, and the Company will issue the solicitation consent to its shareholders. The company, and possibly Ballys, may also file other documents with the SEC relating to the proposed transaction. This document is not a substitute for a consent form or any other document that the Company or Bally may file with the SEC in connection with any such proposed transaction. When a negotiated transaction between the Company and Bally’s is completed, investors and shareholders are encouraged to carefully read the consent form and other relevant materials relating to the proposed transaction with Bally’s in their entirety, if they become available, before voting or making an investment decision in relation to the proposed transaction with Bally’s, as these documents contain important information about the proposed transaction with Bally’s.
Participant in the call
In addition to Regan & Associates, Inc., AESE, its directors and officers may be considered participants in obtaining approvals relating to the proposed transaction. Information regarding the directors and officers of AESE 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 in the final declaration of consent for the proposed transaction, which was filed with the AESE SEC on February 2, 2021 and is supplemented by other public filings that have been and are required to be filed with the SEC. AESE’s directors and officers advantageously own approximately 6.8% of AESE’s common stock. Investors and shareholders can obtain additional information regarding the direct and indirect interests of AESE and its directors and officers in relation to the proposed transaction by reading the power of attorney and other documents referenced above.