ESE Completes Acquisition of European Esports Media Company, Frenzy

Rhea-AI Summary

ESE Entertainment has successfully acquired 100% of Frenzy sp. z.o.o., a European esports media and technology firm, in a transaction valued at CAD $1,183,122.94 in cash at closing, with additional cash and common shares payable over time. The deal also includes performance-based earn-out shares contingent on revenue milestones. The acquisition aims to enhance ESE's growth strategy by integrating Frenzy’s operations and leveraging synergies. Key personnel from Frenzy will remain in place to ensure a smooth transition, fostering business continuity post-acquisition.

Positive

• Acquisition of Frenzy enhances ESE's market position in esports.
• Transaction valued at CAD $1,183,122.94 facilitates immediate growth acceleration.
• Frenzy's key personnel will ensure operational continuity.

Negative

• Earn-out shares are contingent on Frenzy meeting specific revenue milestones, posing uncertainty.
• Financial obligations include discharging Frenzy’s loan of CAD $118,754.11.

VANCOUVER, British Columbia, Nov. 15, 2021 (GLOBE NEWSWIRE) -- ESE Entertainment Inc. (“we”, “ESE”, or the “Company”) (TSXV: ESE) (OTCQB: ENTEF) is pleased to announce that is has completed its previously announced acquisition of 100% of the shares of Frenzy sp. z.o.o. (“Frenzy”), a European esports media and technology company.

Frenzy is a media and production infrastructure company focused on the video game industry, which creates and executes esports and gaming events, broadcasts, and media content. For more information about Frenzy, please see the Company’s press releases dated September 30, 2021 and October 25, 2021.

Under the terms of the share purchase agreement dated October 21, 2021, ESE acquired 100% of the issued and outstanding shares of Frenzy (the “Transaction”). The purchase price consisted of (i) CAD $1,183,122.94 in cash payable on the closing of the Transaction (the “Closing”), subject to a customary working capital adjustment; (ii) CAD $1,183,122.94 in cash payable six months following the Closing; (iii) 656,606 common shares of the Company (each, a “Common Share”) issuable on Closing; and (iv) up to 1,363,720 Common Shares (the “Earn Out Shares”) to be released in four equal installments every 6 months (each such installment, an “Installment”), with the first Installment being issuable on the last day of Frenzy’s second full fiscal quarter following Closing. The Agreement will also contain an earn-out, whereby if Frenzy does not achieve certain revenue-based milestones during the earn-out period (commencing on Closing and ending two years thereafter), the number of Earn Out Shares issuable under the Agreement will be reduced proportionately. The Company has also agreed to discharge a loan owed by Frenzy in the amount of CAD $118,754.11 concurrently with Closing. The Company paid finder’s fees of $24,850 and 20,203 Common Shares to ZDK Holdings Ltd., a company controlled by Zachary Dolesky, and $99,400 and 80,813 Common Shares to Netberry OU, a company controlled by Martin Minc, for their roles in introducing the parties and for M&A advisory in connection with the Transaction.

Frenzy’s key personnel have agreed to continue to run the operations of Frenzy after Closing, to ensure continuous business operations and a smooth transfer of Frenzy’s business to the Company.

Konrad Wasiela, CEO of ESE, commented, “This transaction is another example of our team’s ability to execute a calculated growth strategy by utilizing strategic acquisitions that can add value and accretion to ESE. Completing the Frenzy acquisition will allow us to immediately accelerate our growth plans. Our teams have already hit the ground running and it is clear that our combined capabilities and resources are synergistic and primed for growth.”

About ESE
ESE is a Europe based entertainment and technology company focused on gaming, particularly on esports. The Company provides a range of services to leading video game developers, publishers, and brands by providing technology, infrastructure, and fan engagement services internationally. ESE also operates its own ecommerce channels, esports teams, and gaming leagues. In addition to the Company’s organic growth opportunities, the Company is considering selective acquisitions that align with its objective of becoming a dominant global player in esports technology and infrastructure. | www.esegaming.com

Forward-Looking Statements
This news release contains certain statements that may constitute forward-looking information under applicable securities laws. All statements, other than those of historical fact, which address activities, events, outcomes, results, developments, performance or achievements that ESE anticipates or expects may or will occur in the future (in whole or in part) should be considered forward-looking information. Such information may involve, but is not limited to, statements with respect to: (i) the issuance of the earn out Common Shares in installments; (ii) the continued engagement of Frenzy’s key personnel following Closing; (iii) the effect of the Transaction on the parties, including the growth prospectus of ESE following the Transaction; (iv) the anticipated benefits associated with the Transaction; and (v) the Company’s and Frenzy’s respective visions for the future. Often, but not always, forward-looking information can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or variations (including negative variations) of such words and phrases, or statements formed in the future tense or indicating that certain actions, events or results "may", "could", "would", "might" or "will" (or other variations of the forgoing) be taken, occur, be achieved, or come to pass. Forward-looking information is based on currently available competitive, financial and economic data and operating plans, strategies or beliefs as of the date of this news release, but involve known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, performance or achievements of ESE to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such factors may be based on information currently available to ESE, including information obtained from third-party industry analysts and other third-party sources, and are based on management's current expectations or beliefs regarding future growth, results of operations, future capital (including the amount, nature and sources of funding thereof) and expenditures. Any and all forward-looking information contained in this press release is expressly qualified by this cautionary statement. Trading in the securities of ESE should be considered highly speculative.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE ESE Entertainment Inc.
For further information about ESE, please contact:
Daniel Mogil, Investor Relations
investors@esegaming.com
647-492-1535

FAQ

What is the value of ESE's acquisition of Frenzy?

The acquisition is valued at CAD $1,183,122.94 in cash at closing, plus additional payments and shares.

When was the acquisition of Frenzy completed by ESE?

The acquisition was completed on November 15, 2021.

What are the potential risks associated with the Frenzy acquisition?

The main risk involves the earn-out shares being contingent on revenue milestones, which if unmet, will reduce the shares issuable.

How does the acquisition of Frenzy benefit ESE?

The acquisition allows ESE to expand its market presence in the esports sector and enhances growth opportunities.

What are the payment terms for the Frenzy acquisition?

The payment includes cash at closing, a second cash payment six months later, common shares at closing, and additional shares based on performance.