공시 • Jul 14
Element Management LP completed the acquisition of Club Services, Inc. from Allied Esports Entertainment Inc. (NasdaqCM:AESE) for approximately $106 million.
Element Management LP entered into letter of intent to acquire Club Services, Inc. from Allied Esports Entertainment Inc. (NasdaqCM:AESE) on December 3, 2020. Element Management LP entered into a definitive stock purchase agreement to acquire Club Services, Inc. from Allied Esports Entertainment Inc. (NasdaqCM:AESE) for $78.3 million on January 19, 2021. Under the terms of the agreement, Element Management LP will pay a total consideration of $78.25 million in cash, consisting of a $4 million payable upon execution of the agreement, $64.25 million payable upon the closing and $10 million payable over three years after closing. The consideration is subject to adjustments. As on March 19, 2021, Allied Esports Entertainment Inc. and Element Management LP entered into an amended and restated stock purchase agreement to acquire Club Services. Pursuant to the amended agreement, the overall purchase price has been increased to $90.5 million payable at closing and the increase in initial deposit to $10 million. As of March 29, 2021, the Amendment increases the overall purchase price for the WPT Business from $90.5 million to $105 million payable at closing. The base purchase price will be adjusted to reflect the amount of Club Services' cash, indebtedness and accrued and unpaid transaction expenses as of the closing of the transaction. As at June 30, 2020, Club Services reported unaudited net assets position of approximately $32.9 million. A termination fee of $3 million will be paid by Allied Esports to Element in the event of termination of agreement and vice versa. Pursuant to the amended stock purchase agreement, termination fee payable to Future Growth Fund if Allied Esports accepts a competing acquisition proposal, or consummates an acquisition proposal within 12 months after termination of the Amended Agreement, from $3.0 million to $3.45 million.
The transaction is subject to approval and adoption of the stock purchase agreement by the affirmative vote or written consent of the majority stockholders of majority of Allied Esports Entertainment, Inc., no Order or other Law preventing or making illegal the consummation of the disposal shall be in effect, required consents and approvals from counterparties under material contracts of the Club Services Group and/or from any Governmental Entity required to consummate the disposal and other customary closing conditions. Allied Esports Entertainment's Board of Directors has unanimously approved the transaction. As per the filing dated March 22, 2201, the amended agreement has been unanimously approved by Allied Esports Entertainment's board of directors. As per the filing dated March 29, 2021, The Shareholders present approved the withdrawal of the ordinary resolution in relation to the Proposed Disposal. Another extraordinary general meeting will be convened to consider the Amended Stock Purchase Agreement. The transaction is expected to close in late January or early February 2021. As of February 1, 2021, the transaction is expected to close on March 31, 2021. As per the filing dated March 22, 2021, the transaction is expected to close on September 30, 2021. Ourgame International Holdings Limited intends to use proceeds from the sale for the repayment of existing debts, for research and development of the existing online card and board games owned by, for investment and development in other games related sectors, such as developing offline tournaments of card and board games, the research and development, launch and/or operation of non-card and board games, for expanding and developing existing business abroad, such as the research and development to localize and update the existing card and board games of the Group with a focus on countries in the Southeast Asia and other countries and for general working capital. The proceeds from sale of business will strengthen Allied Esports position to continue to strategically expand our Esports business and explore new growth opportunities. As of May 18, 2021, it was announced that the AESE shareholders’ meeting is tentatively scheduled on or around June 22, 2021. As of June 11, 2021, Ourgame International Holdings Limited informed AESE that Primo Vital Limited could not vote at the said special meeting which is scheduled around June 28, 2021 until approval of the Shareholders is obtained. As of June 28, 2021 was convened and adjourned without any business being conducted due to the fact that quorum was not present. The Special Meeting will be reconvened on Thursday, July 1, 2021. As on July 1, 2021, the transaction was approved by Allied Esports Entertainment Inc. The transaction is expected to close in or around late June 2021. As of May 24, 2021, The deal is expected to close in late second or early third quarter of 2021. A
Bradley A. Pederson of Maslon LLP acted as a legal advisor and Shot Tower Securities LLC acted as financial advisor and provided fairness opinion to Allied Esports. Lake Street Capital Markets, LLC acted as financial advisor to Allied Esports.
Element Management LP completed the acquisition of Club Services, Inc. from Allied Esports Entertainment Inc. (NasdaqCM:AESE) on July 12, 2021. Element paid an aggregate of $106.2 million. Approximately $3.8 million of the purchase price was paid to discharge debt of the Company. Element previously paid to the Company $10 million of the purchase price pursuant to the terms of the stock purchase agreement.