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 0.0134ordinary 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 0.0134ordinary 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.
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