Playmaker Capital Inc. (TSX-V: PMKR) (the “Company” or
“Playmaker”), the digital sports media company that delivers
authentic content experiences through its portfolio of sports media
brands, today announced that it has entered into a definitive
agreement (the “Agreement”) to be acquired by Better
Collective A/S (STO: BETCO) (“Better Collective”), a leading
digital sports media group that owns and operates a number of
global and national sports brands, including HLTV and Action
Network, for total consideration of approximately EUR176 million
(the “Transaction”).
Under the terms of the Agreement, Playmaker shareholders will
receive CAD$0.70 (the “Consideration”) for each Playmaker
common share held (the “Common Shares”). The Consideration
represents a 46% premium to Playmaker’s closing Common Share price
on November 3, 2023 and a 44% premium to the 10-day volume-weighted
average price per Common Share for the period ended on November 3,
2023, being the last trading day prior to the date of this
announcement.
The Consideration is comprised of cash and ordinary shares of
Better Collective. Playmaker shareholders will be able to elect to
receive, for each Common Share held, either (i) CAD$0.70 in cash,
(ii) 0.0206 ordinary shares of Better Collective or (iii) a mix of
CAD$0.245 in cash and 0.0134 ordinary shares of Better Collective,
representing 35% of the Consideration in cash and 65% of the
Consideration in Better Collective ordinary shares. The number of
ordinary shares of Better Collective to be issued as part of the
Transaction was calculated based on the 10-day volume weighted
average trading price of such ordinary shares on the Nasdaq
Stockholm for the period ended on November 3, 2023, being
SEK270.48. The Consideration payable to Playmaker shareholders is
subject to proration based on an aggregate cap of 65% payable in
ordinary shares of Better Collective and 35% payable in cash.
Playmaker shareholders who do not make an election will receive
default Consideration of CAD$0.245 in cash and 0.0134 ordinary
shares of Better Collective for each Common Share held. The
ordinary shares of Better Collective will be freely tradable
following closing of the Transaction. Details on how Playmaker
shareholders will receive and be able to trade their ordinary
shares will be included in the management information circular to
be mailed to Playmaker shareholders in connection with the
Transaction.
The Transaction is to be effected by way of a court-approved
plan of arrangement and is expected to close in the first quarter
of 2024, subject to receipt of Playmaker shareholder and court
approvals, a required regulatory approval and customary closing
conditions. Completion of the Transaction is not subject to any
financing condition.
Jordan Gnat, Director & CEO of Playmaker, says: “Over
the past 12 months I have been talking a lot about a
transformational deal for Playmaker and its shareholders that will
take this company to the next level. Today’s announcement does
exactly that, and I could not be more excited for the Playmaker
family to join the Better Collective family. Their success is
undeniable and their vision to become the leading digital sports
media group aligns with us exactly. The cultures of our companies
are very similar and I see the integration and synergies to be
incredibly accretive to shareholders.”
Jesper Søgaard, Co-founder & CEO of Better Collective,
says: “Acquiring Playmaker is in many ways transformational for
Better Collective and will be an important milestone in our journey
towards becoming the leading digital sports media group. Upon
closing of the acquisition, we will be able to significantly grow
our audience and reach a larger segment of generalist sports fans.
For years, Playmaker has built incredibly strong sports media
brands and excited sports fans across the Americas with
high-quality sports content, cultivating a loyal and dedicated
following. The skilled team behind Playmaker brings a unique set of
media competencies that will boost our organization. Saying that I
am excited to welcome the new team to the Better Collective group
would be an understatement.”
Recommendation of the Playmaker Board of Directors
Playmaker’s board of directors has unanimously concluded that
the Transaction is in the best interests of Playmaker and
recommends that Playmaker shareholders vote in favor of the
Transaction. Canaccord Genuity Corp. (“Canaccord”),
independent financial advisor to Playmaker’s board of directors,
has delivered a fairness opinion to Playmaker’s board of directors
stating that, as of the date thereof and, based upon and subject to
the assumptions, qualifications, and limitations stated in such
opinion and such other matters Canaccord considered relevant, the
consideration to be received under the Arrangement by shareholders
of Playmaker is fair, from a financial point of view, to the
Playmaker shareholders (other than JPG Investments Inc., Jordan
Gnat and their affiliates).
Pursuant to its engagement letter with Playmaker’s board of
directors, Canaccord will receive a fixed fee for the delivery of
the fairness opinion. No fees payable to Canaccord are contingent
on the conclusions reached in the fairness opinion or on the
outcome of the Transaction.
Highlighted Synergies and Benefits to Better Collective Going
Forward
- Each of Playmaker and Better Collective will benefit from
enhanced scale and greater levels of product, technology and
marketing investments.
- Each party will secure substantial prospects for portfolio
improvement, particularly across Playmaker’s sports media brands,
which will integrate Better Collective’s capabilities within
performance based marketing related to customer acquisition.
- The Transaction will enhance overall product, geographic and
demographic diversification and reach for each of Better Collective
and Playmaker.
- The Transaction gives rise to opportunities for significant
operational synergies and opportunities for rationalization and
monetization enhancements in the Company’s business.
- Through the acquisition of Playmaker, Better Collective will be
able to grow its audience across the Americas among generalist
sports fans and secure a market leading position in South America
having acquired the most visited sports media brands in the
region.
Playmaker Shareholder Support
Playmaker shareholders representing approximately 50% of
Playmaker’s issued and outstanding common shares, including several
of Playmaker’s largest shareholders and each of the Company’s
directors and named executive officers, have entered into a voting
support agreement pursuant to which each has committed to vote in
favour of the Transaction.
Pursuant to the terms of a rollover agreement with Better
Collective, Jordan Gnat, Chief Executive Officer and director
Playmaker, has agreed to roll 27,895,357 Common Shares for
Consideration of CAD$0.175 in cash and 0.0155 ordinary shares of
Better Collective per Common Share held (the “Rollover
Consideration”), representing a Consideration split of 25% in
cash and 75% in Better Collective ordinary shares.
In addition, Jordan Gnat (and his affiliates) and Relay Ventures
Fund III Capital Inc., Playmaker’s two largest shareholders, have
agreed not to transfer or sell the ordinary shares of Better
Collective they receive on closing of the Transaction for a period
of up to 3 years and 2 years, respectively, subject to the terms of
their lock-up agreements.
Further Transaction Details
The Transaction is structured as an arrangement under the
Business Corporations Act (Ontario) and will require the approval
of 66 2/3% of the votes cast by Playmaker shareholders at a special
meeting to be called to approve the Transaction (the “Special
Meeting”). Pursuant to the “minority approval” requirements of
Multilateral Instrument 61-101 – Protection of Minority Security
Holders in Special Transactions, the Transaction must also be
approved by a simple majority of the votes validly cast by the
Playmaker shareholders present in person or by proxy at the Special
Meeting, excluding the votes of Jordan Gnat and Federico Grinberg
and their affiliates, each of whom is deemed to receive a
“collateral benefit” pursuant to the Transaction as a result of the
acceleration of their Playmaker equity incentives in connection
with the Transaction, and in the case of Jordan Gnat, also as a
result of his Rollover Consideration.
The Transaction is subject to other customary closing
conditions, including the approval of certain U.S. gaming
authorities and approval under the Investment Canada Act.
The Agreement includes customary provisions relating to
non-solicitation, subject to customary "fiduciary out" provisions
that entitle Playmaker to consider and accept a superior proposal
if the purchaser does not match the superior proposal. Playmaker
has agreed to pay a fee to the purchaser upon the termination of
the agreement in certain circumstances.
Further details regarding the terms of the Transaction are set
out in the Agreement, which will be publicly filed by Playmaker
under its company profile on Sedar+. Additional information
regarding the terms of the Agreement and the background of the
Transaction will be provided in the information circular for the
Special Meeting, which Playmaker expects to mail in the fourth
quarter of 2023.
Advisors
Canaccord Genuity Group (“Canaccord”) is acting as
independent financial advisor to Playmakers’ board of directors.
Oakvale Capital LLP is acting as financial advisor and Goodmans LLP
is acting as legal advisor to Playmaker in connection with the
Transaction.
Moelis & Company is acting as financial advisor and Stikeman
Elliott LLP and Bech-Bruun Law Firm P/S are acting as legal
advisors to Better Collective in connection with the
Transaction.
Better Collective Conference Details
On November 7, 2023 at 09:00 am EST, Co-founder & CEO of
Better Collective, Jesper Søgaard, and CFO of Better Collective,
Flemming Pedersen, will co-host a live conference on the
Transaction. Stakeholders can join the conference via phone or
webcast and both channels offer an opportunity to ask
questions.
Telephonic participation: If you wish to join and/or ask
questions via phone you must register with the following URL:
https://register.vevent.com/register/BI3adffbe30e024dc3873999c31032dc83.
Once registered, you will receive the dial-in details and a
unique PIN via email.
Online participation: If you wish to join and/or ask
questions online you must follow the webcast link:
https://edge.media-server.com/mmc/p/xewx5o5o.
The webcast can also be accessed from www.bettercollective.com.
Registration via both channels will still be possible once the
conference has started.
Caution Regarding Forward-Looking Information
Certain information set forth in this news release including,
without limitation, Playmaker’s management’s expectations with
respect to the anticipated benefits of the Transaction; the
anticipated timing for the Special 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.
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 (“IFRS”).
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
With a vision to become the leading digital sports media group,
Better Collective owns global and national sport media. Better
Collective is on a mission to excite sports fans through engaging
content and foster passionate communities worldwide. Headquartered
in Copenhagen, Denmark, and listed on Nasdaq Stockholm (BETCO),
Better Collective's portfolio includes; HLTV.org, Action Network,
VegasInsider.com, Playmaker HQ, and FUTBIN.com. To learn more about
Better Collective please visit bettercollective.com.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20231106984838/en/
MEDIA & INVESTOR RELATIONS CONTACTS Jonathan Ross –
E: jon.ross@loderockadvisors.com | T: (416) 283-0178 Elias Blahacek
– E: elias@playmaker.fans | T: (416) 254-4345
Playmaker Capital (TSXV:PMKR)
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부터 10월(10) 2024 으로 11월(11) 2024
Playmaker Capital (TSXV:PMKR)
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부터 11월(11) 2023 으로 11월(11) 2024
