ESE Signs Definitive Agreement to Acquire European Esports Media Company, Frenzy

Rhea-AI Summary

ESE Entertainment Inc. (TSXV: ESE, OTCQB: ENTEF) has signed a binding share purchase agreement to acquire Frenzy sp. z.o.o., a European esports media and technology company. The deal, valued at CAD $4,242,500, includes cash payments, common shares, and potential earn-out shares based on revenue milestones. Frenzy specializes in esports events, broadcasts, and media content, with contracts from major gaming publishers. The acquisition aims to enhance ESE's position in the esports industry, leveraging Frenzy’s capabilities and existing contracts to achieve immediate synergies.

Positive

• Acquisition of Frenzy will enhance ESE's market position in the esports sector.
• Frenzy's established contracts with major gaming publishers provide growth opportunities.
• Expected synergies from the acquisition are anticipated to be immediate.

Negative

• Purchase price of CAD $4,242,500 may strain ESE's financial resources.

VANCOUVER, British Columbia, Oct. 25, 2021 (GLOBE NEWSWIRE) -- ESE Entertainment Inc. (“we”, “ESE”, or the “Company”) (TSXV: ESE) (OTCQB: ENTEF) is pleased to announce, further to its press release on September 30, 2021, that it has entered into a binding share purchase agreement (the “Agreement”) to acquire 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. The company creates and executes esports and gaming events, broadcasts, and media content. It also operates professional mobile, automated TV equipment, allowing it to produce reality shows from every part of the globe. Its main revenue streams include TV production, events and league organizations, and advertising campaigns. Frenzy is founded and majority owned by Piotr Zak, a Member of the Supervisory Board of Cyfrowy Polsat S.A., one of the largest digital platforms in Europe and the largest in Central and Eastern Europe.

Under the terms of the Agreement, ESE will acquire 100% of the issued and outstanding shares of Frenzy (the “Transaction”). The purchase price will consist of (i) CAD $1,242,500 in cash payable on the closing of the Transaction (the “Closing”), subject to a customary working capital adjustment; (ii) CAD $1,242,500 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 PLN 377,329 (approximately C$117,914) concurrently with Closing.

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.

Closing of the Transaction is subject to customary closing conditions, including TSX Venture Exchange approval.

Konrad Wasiela, CEO of ESE, commented, “We are excited to sign this agreement with Frenzy, a leading production and technology company for the esports industry. Frenzy has contracts with some of the world’s largest gaming publishers and delivers a suite of products and services that complement ESE perfectly. By completing the anticipated transaction, ESE will strengthen its position and deliver a fully supported 360 solution for the esports and gaming industry. We believe that anticipated synergies will be clear and immediate. Further, the acquisition of Frenzy allows us to expand our relationship with media conglomerate Polsat, which further provides tier-1 infrastructure for expansion. I am also pleased to say that Piotr Zak, the Founder of Frenzy, and his excellent team will be retained to help drive the business to new heights.”

Piotr Zak, Founder of Frenzy, commented, “We are very pleased to execute the Share Purchase Agreement with ESE and move into the acquisition closing process. The anticipated merger with ESE will be a major catalyst in our ambitious growth plans and we are already working together to execute on our business pipeline. By combining resources and expertise - we believe we can scale internationally and grow even faster than before.”

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.ese.gg

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 Transaction and the timing for its completion; (ii) the satisfaction of closing conditions which include, without limitation, obtaining the necessary approvals from the TSX Venture Exchange; and (iii) the expected benefits of the Transaction for ESE and Frenzy; (iv) the effect of the Transaction on the parties, including the growth prospects of ESE following the Transaction. 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 transaction value for ESE's acquisition of Frenzy?

The transaction value is CAD $4,242,500, which includes cash payments and common shares.

When is ESE expected to close the acquisition of Frenzy?

Closing of the transaction is subject to customary closing conditions, including TSX Venture Exchange approval.

What strategic benefits does ESE expect from acquiring Frenzy?

ESE expects to strengthen its position in the esports industry and achieve immediate synergies through Frenzy's established contracts and capabilities.

How will the acquisition of Frenzy impact ESE's operations?

The acquisition aims to enhance ESE's service offerings in esports and expand its relationship with media conglomerate Polsat.