IRVINE, Calif.–(BUSINESS WIRE)–Allied Esports Leisure, Inc. (NASDAQ: AESE) (the “Firm” or “AESE”), a worldwide esports leisure firm, is offering an replace relating to its particular stockholder assembly to be held on June 28, 2021 (the “Particular Assembly”) to think about and approve the Firm’s sale of 100% of the excellent capital inventory of Membership Providers, Inc., or “CSI,” to Aspect Companions, LLC (the “WPT Sale Transaction”). CSI is an oblique wholly-owned subsidiary of the Firm that instantly or not directly owns 100% of the excellent capital inventory of every of the authorized entities that collectively function or interact within the Firm’s poker-related enterprise and property. The agenda for the Particular Assembly additionally features a proposal to adjourn the Particular Assembly to a later date or time if essential or acceptable, together with to solicit extra proxies, if there are inadequate votes on the time of the Particular Assembly to approve the WPT Sale Transaction.
Ourgame Worldwide Holdings Restricted (“Ourgame”), the Firm’s largest stockholder, beneficially proudly owning roughly 30.6% of the Firm’s excellent frequent inventory by way of Primo Very important Restricted (“Primo”), its wholly owned subsidiary, has suggested the Firm that the Guidelines Governing the Itemizing of Securities of The Inventory Trade of Hong Kong Restricted (such guidelines, the “Itemizing Guidelines” and such change, the “Hong Kong Inventory Trade”), on which Ourgame’s inventory is listed, requires Ourgame to acquire approval from its stockholders previous to voting its shares of the Firm’s frequent inventory owned by Primo on the Particular Assembly. Ourgame has additional suggested the Firm that it has known as a rare common assembly of its stockholders (the “Ourgame Assembly”) to think about the approval of the WPT Sale Transaction, which is at the moment scheduled to happen on June 30, 2021 (Hong Kong time), after the date of the Particular Assembly. If there are inadequate votes to approve the WPT Sale Transaction on the Particular Assembly, the Firm intends to adjourn the Particular Assembly to a later date after the Ourgame Assembly on which Ourgame could vote its shares of frequent inventory. Following any such adjournment, the Firm intends to file a press launch saying the date and time on which it is going to reconvene the Particular Assembly.
About Allied Esports Leisure
Allied Esports Leisure (NASDAQ: AESE) is a worldwide esports leisure enterprise devoted to offering transformative reside experiences, multiplatform content material and interactive providers to audiences worldwide by way of its strategic fusion of two highly effective leisure manufacturers: Allied Esports and the World Poker Tour (WPT). On March 19, 2021, AESE entered right into a Inventory Buy Settlement (as amended on March 29, 2021, the “Inventory Buy Settlement”) to effectuate the WPT Transaction as soon as all relevant shareholder and regulatory consents have been obtained, and the opposite situations to closing have been happy.
This communication comprises “forward-looking statements” inside the that means of Part 21E of the Securities Trade Act of 1934, as amended, and the Personal Securities Litigation Reform Act of 1995. Ahead-looking statements could relate to future outcomes, technique and plans of Allied Esports Leisure, Inc. and the World Poker Tour (collectively, the “Corporations”) (together with sure projections and enterprise developments, and statements, which can be recognized by means of the phrases “plans”, “expects” or “doesn’t count on”, “estimated”, “is predicted”, “finances”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “doesn’t anticipate”, or “believes”, or variations of such phrases and phrases or state that sure actions, occasions or outcomes “could”, “might”, “would”, “may”, “tasks”, “will” or “might be taken”, “happen” or “be achieved”). Ahead-looking statements are primarily based on the opinions and estimates of administration of the Corporations as of the date such statements are made, and they’re topic to identified and unknown dangers, uncertainties, assumptions and different components that will trigger the precise outcomes, stage of exercise, efficiency or achievements to be materially totally different from these expressed or implied by such forward-looking statements. These dangers and uncertainties embrace, however should not restricted to, every Firm’s respective revenues and working efficiency, common financial situations, business developments, laws or regulatory necessities affecting the enterprise during which it’s engaged, administration of development, its enterprise technique and plans, the results of future financing efforts and its dependence on key personnel, and the power to retain key personnel. Readers are cautioned to not place undue reliance upon any forward-looking statements, which communicate solely as of the date made. These forward-looking statements are made solely as of the date hereof, and no Firm undertakes any obligation to replace or revise the forward-looking statements, whether or not on account of new info, future occasions or in any other case, besides as required by regulation. With respect to the WPT Sale Transaction, these components embrace, however should not restricted to, the prevalence of any occasion, change or different circumstances that would give rise to the termination of the Inventory Buy Settlement or might in any other case trigger the WPT Sale Transaction to fail to shut; the result of any authorized proceedings which may be instituted in opposition to us following the announcement of the WPT Sale Transaction; the lack to finish the WPT Sale Transaction, together with on account of failure to acquire approval of AESE’s stockholders or different situations to closing; the receipt of an unsolicited supply from one other occasion for an alternate enterprise transaction that would intervene with the WPT Sale Transaction; a change in our plans to retain the web money proceeds from the WPT Sale Transaction; our lack of ability to enter into a number of future acquisition or strategic transactions utilizing the web proceeds from the WPT Sale Transaction; and a choice to not pursue strategic choices for the esports enterprise. Additional info on potential components that would have an effect on our enterprise is described underneath “Danger Components” in AESE’s Proxy Assertion filed with the SEC on June 1, 2021.
No Supply or Solicitation
This communication is for informational functions solely and is neither a proposal to promote or buy, nor the solicitation of a proposal to purchase or promote any securities, neither is it a solicitation of any vote, proxy, or approval in any jurisdiction pursuant to or in reference to the WPT Sale Transaction or in any other case, nor shall there be any sale, issuance or switch of securities in any jurisdiction in contravention of relevant regulation.
Vital Further Info Has Been Filed With the SEC
AESE has filed with the SEC and mailed to its stockholders a Proxy Assertion in reference to the WPT Sale Transaction. The Proxy Assertion comprises vital details about the Corporations, the WPT Sale Transaction and the Inventory Buy Settlement. Buyers and stockholders are urged to learn the Proxy Assertion fastidiously earlier than making any determination to take a position or consent to the WPT Sale Transaction.
Buyers and stockholders will be capable of get hold of free copies of the Proxy Assertion and different paperwork filed by AESE with the SEC by way of the web site maintained by the SEC at www.sec.gov. Stockholders who’ve any questions or require any help with finishing a proxy card or who should not have the required supplies, could contact AESE’s solicitor, Regan & Associates, Inc., by phone (toll-free inside North America) at 1-800-737-3426.
Members within the Solicitation
Along with Regan & Associates, Inc., AESE, its administrators and government officers could also be deemed to be members within the proxy solicitation with respect to the WPT Sale Transaction. Info relating to AESE’s administrators and government officers and their possession of AESE shares is contained in AESE’s Annual Report on Kind 10-Okay for the yr ended December 31, 2020 and its proxy assertion for the WPT Sale Transaction which was filed with the SEC on June 1, 2021, and is supplemented by different public filings made, and to be made, with the SEC. AESE’s administrators and government officers beneficially personal roughly 42.3% of AESE’s frequent inventory. Buyers and stockholders could get hold of extra info relating to the direct and oblique pursuits of AESE and its administrators and government officers with respect to the WPT Sale Transaction by studying the proxy assertion and different filings referred to above.