ESE Entertainment Completes Acquisition of Gaming Production Company, Bombee Americas

Rhea-AI Summary

ESE Entertainment Inc. (TSXV: ESE) (OTCQB: ENTEF) has acquired Bombee Global Entertainment (Bombee Americas), the North American arm of Bombee Event Production AB. Bombee specializes in live production, special effects, broadcast, and event management for the gaming sector. The acquisition terms include:

1. $750,000 in cash paid on closing
2. $375,000 in cash to be paid after six months
3. $375,000 in cash to be paid after twelve months
4. 30,000,000 common shares of ESE at $0.10 per share

Bombee Americas' founders have signed three-year service agreements to ensure a smooth transition. The acquisition is subject to final approval from the TSX Venture Exchange.

Positive

• Expansion into North American market through acquisition of Bombee Americas
• Retention of Bombee Americas' entire team and global support
• Acquisition strengthens ESE's position in the gaming industry
• Founders of Bombee Americas signed three-year service agreements, ensuring operational continuity

Negative

• Total acquisition cost of $4.5 million ($1.5 million in cash and $3 million in shares)
• Assumption of Bombee Americas' liabilities, although deemed not material
• Potential dilution for existing shareholders due to issuance of 30 million new shares

VANCOUVER, BC, Oct. 22, 2024 /PRNewswire/ - ESE Entertainment Inc. (TSXV: ESE) (OTCQB: ENTEF) ("ESE" or the "Company"), a gaming company that provides a range of services to leading video game developers and publishers, is pleased to announce that it has acquired (the "Acquisition") Bombee Global Entertainment Ltd. ("Bombee Americas"), the North American arm of Bombee Event Production AB, ("Bombee"), a global production company specialized in live production, special effects, broadcast and event management for the gaming sector.

Bombee has successfully collaborated with ESE to bring its premier event production services and world class customer service to North America and beyond. The North American arm of Bombee, Bombee Americas, will continue to grow and scale in this new organizational structure under ESE, while maintaining its entire team and global support.

Konrad Wasiela, CEO of ESE, commented, "Today marks the next stage of ESE—a 2.0 version of our company. With the acquisition of Bombee Americas, we are not only solidifying our presence in North America but also paving the way for growth and innovation in the gaming industry. This is a major step, positioning us to deliver even greater value to our partners and elevate the gaming experience for our clients globally. We're thrilled about the opportunities ahead and the exceptional talent joining our team."

Transaction Terms
The Acquisition was completed by way of a share purchase agreement (the "SPA") among the Company, Bombee Americas, and the shareholders of Bombee Americas (the "Vendors"). Pursuant to the SPA, ESE acquired all of the outstanding shares of Bombee Americas in exchange for: (i) $750,000 in cash paid on closing, (ii) $375,000 in cash to be paid six (6) months following closing, subject to customary adjustments based on the working capital of Bombee Americas on closing, (iii) $375,000 in cash to be paid twelve (12) months following closing, and (iv) 30,000,000 common shares of ESE (the "Consideration Shares"), issued at a deemed issue price of $0.10 per share.

In connection with the Acquisition, the founders of Bombee Americas have signed three-year service agreements and will continue to run the business following the closing, along with the rest of the personnel of Bombee Americas who will remain in place, ensuring a smooth transition of operations. As part of the Acquisition, the Company has acquired the liabilities of Bombee Americas, mainly consisting of customary current obligations incurred in the ordinary course of business for Bombee Americas, which are not expected to have a material impact on the Company's operations or financial position.

No finder's fees were paid or payable in conjunction with the Acquisition.

The Acquisition was an arm's length transaction within the meaning of the policies of the TSX Venture Exchange (the "Exchange") and constituted an "Expedited Acquisition" in accordance with Exchange Policy 5.3 - Acquisitions and Dispositions of Non-Cash Assets. The Acquisition remains subject to the final approval of the Exchange.

ESE Entertainment Inc.
Konrad Wasiela
Chief Executive Officer and Director
+1 (437) 826-4012

About ESE Entertainment Inc.
ESE is a global technology company focused on gaming. 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. | www.esegaming.com

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION
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: continued growth and scaling of Bombee Americas under the ESE organizational structure, the payment of the deferred cash consideration payable under the Acquisition; the key personnel of Bombee Americas continuing to operate the business after closing; the Acquisition's effect on ESE's presence in North America and its business in general; the Acquisition paving the way for ESE's growth and innovation in the gaming industry; whether the liabilities of Bombee Americas that are being assumed by the Company will have a material impact on the Company's operations or financial position; and obtaining final approval from the Exchange for the Acquisition. 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.

View original content to download multimedia:https://www.prnewswire.com/news-releases/ese-entertainment-completes-acquisition-of-gaming-production-company-bombee-americas-302282421.html

SOURCE ESE Entertainment Inc.

FAQ

What company did ESE Entertainment (ENTEF) acquire?

ESE Entertainment acquired Bombee Global Entertainment (Bombee Americas), the North American arm of Bombee Event Production AB.

What is the total value of the acquisition by ESE Entertainment (ENTEF)?

The total value of the acquisition is $4.5 million, consisting of $1.5 million in cash payments and $3 million in ESE common shares.

How many shares did ESE Entertainment (ENTEF) issue for the Bombee Americas acquisition?

ESE Entertainment issued 30,000,000 common shares at a deemed price of $0.10 per share as part of the acquisition.

What services does Bombee Americas provide in the gaming sector?

Bombee Americas specializes in live production, special effects, broadcast, and event management for the gaming sector.