ESE Signs Letter of Intent to Acquire European Esports Media Company, Frenzy

Rhea-AI Summary

ESE Entertainment Inc. (TSXV: ESE, OTCQB: ENTEF) has signed a Letter of Intent (LOI) to acquire Frenzy sp. z.o.o., a European esports media and technology firm. The acquisition involves purchasing 100% of Frenzy's securities, with 50% of the payment made in cash and the rest in ESE shares, contingent on future revenue milestones. Frenzy specializes in esports events and media content and is expected to enhance ESE's media capabilities, especially through its connection with Polsat Group. The acquisition remains subject to due diligence and regulatory approval.

Positive

• Acquisition of Frenzy boosts ESE's production and technology capabilities.
• Strategic partnership with Polsat enhances growth potential.
• Retention of Frenzy's key personnel promises continuity and expertise.

Negative

• Subject to due diligence and regulatory approval, which may delay finalization.
• Part of the purchase price is dependent on future revenue performance, posing a risk.

VANCOUVER, British Columbia, Sept. 30, 2021 (GLOBE NEWSWIRE) -- ESE Entertainment Inc. (“we”, “ESE”, or the “Company”) (TSXV: ESE) (OTCQB: ENTEF) is pleased to announce that it has entered into a Letter of Intent (“LOI”) to acquire (the “Acquisition”) 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 LOI, it is contemplated that ESE will acquire 100% of the issued and outstanding securities in the capital of Frenzy, with 50% of the purchase price paid in cash, and the balance paid in common shares of ESE over a period of two years from closing, subject to achievement of post-closing revenue-based milestones. The LOI also provides that Frenzy’s key personnel will continue to operate Frenzy’s business following closing.

Konrad Wasiela, CEO of ESE, commented, “By completing the acquisition of Frenzy’s market-leading production and technology team, ESE will reinforce its global proposition and deliver a fully-supported 360 solution for the esports and gaming industry. ESE will be able to take on global scale projects regardless of size, vertical or geography and execute at the highest level globally. This acquisition also will allow us to directly expand our relationship with media conglomerate Polsat, which provides unprecedented infrastructure for scale, growth and bandwidth. We are thrilled to be retaining Piotr Zak, the Founder of Frenzy, to help drive the business to the next level and provide strategic support via the Polsat Group.”

Piotr Zak, founder and majority shareholder of Frenzy, commented, “I am very pleased to announce that Frenzy has signed an LOI to join forces with ESE and contribute to its global, cohesive ecosystem. We have built a very solid brand and are expanding on an international scale. I believe that Frenzy, through its business combination with ESE, will be able to grow even faster and solidify its position in the dynamic and growing esports market.”

The Acquisition remains subject to, among other things, satisfactory completion of ESE’s due diligence, the parties entering into a definitive agreement and TSX Venture Exchange approval.

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 terms of the definitive agreement with Frenzy; (ii) the likelihood of and timeline for completing the Acquisition; and (iii) the expected benefits of the Acquisition for ESE and Frenzy. 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 significance of ESE's acquisition of Frenzy?

The acquisition enhances ESE's capabilities in the esports industry, enabling larger global projects and strengthening media relationships.

How will the acquisition affect ESE's stock symbol ENTEF?

While the acquisition may positively influence ESE's market position, any impact on the stock will depend on successful integration and revenue performance.

What are the payment terms for the acquisition of Frenzy by ESE?

ESE will pay 50% of the purchase price in cash, with the remainder in ESE shares contingent on post-closing revenue milestones.

Who will manage Frenzy after the acquisition by ESE?

Frenzy's key personnel, including founder Piotr Zak, will continue to run the business post-acquisition.

What are the next steps for ESE in the acquisition of Frenzy?

ESE must complete due diligence, negotiate a definitive agreement, and obtain TSX Venture Exchange approval before finalizing the acquisition.