Entain Holdings (UK) Limited
Tiidal Announces Completion of the Sale of Sportsflare to Entain
Tiidal Gaming Group Corp. announced the completion of the sale of its wholly-owned subsidiary, Tiidal Gaming NZ Limited (Sportsflare), to Entain Holdings (UK) Limited (Entain), for gross proceeds of C$13,250,000 (the Purchase Price), subject to standard transaction adjustments. Pursuant to the Transaction, the Purchase Price will be retained by Tiidal in a holding account for 180 days (the Holding Period). During the Holding Period, Tiidal may access the funds to satisfy any working capital adjustment or claims brought by Entain and may access up to 20% of the funds to pay reasonable costs related to the Transaction.
The sale of Sportsflare constituted the sale of substantially all of the assets and operating activities of the Company. The board of directors of the Company will assess the available options to return capital received pursuant to the sale of Sportsflare to its shareholders following the expiry of the Holding Period. Any such options will be subject to the receipt of corporate, securities, and tax laws advice, and will be subject to the receipt of all required shareholder, regulatory, and Canadian Securities Exchange approvals. There can be no assurances that any such options will be implemented by the Company.
In connection with closing of the Transaction, the Company granted 2,500,000 restricted share units to the Company’s CEO pursuant to the terms of his employment agreement dated effective January 3, 2022 which were immediately vested into 2,500,000 common shares of the Company in accordance with his employment agreement and issued 1,910,700 common shares to Sportsflare personnel in satisfaction of the earn out entitlements achieved pursuant to the asset purchase agreement dated December 14, 2020, as amended September 24, 2021 (collectively, the Share Issuances). All securities issued pursuant to the Share Issuances are subject to a statutory four month plus a day hold period from their date of issuance. Following the Share Issuances, the Company has 87,603,908 common shares issued and outstanding. In addition, in connection with the closing of the Transaction, all stock options held by the Company’s CEO vested pursuant to the terms of his employment agreement.
Canada
Tiidal Announces Agreement to Sell Sportsflare to Entain
Tiidal Gaming Group announced that it and its wholly-owned subsidiary, Tiidal Gaming Holdings, have entered into a share sale and purchase agreement with Entain Holdings (UK) Limited, pursuant to which Tiidal Holdings will sell all of the shares of the Company’s operating subsidiary, Tiidal Gaming NZ Limited (Sportsflare), to Entain. Sportsflare is one of the leaders in developing bet types for the esports betting space. Sportsflare has created market-leading innovations, such as Flash Markets, that allows users to bet in-game on live esports events.
Pursuant to the terms of the Purchase Agreement, Tiidal Holdings has agreed to sell all of the issued and outstanding shares of Sportsflare (the Purchased Shares) to Entain for consideration of $13,250,000 in cash (the Purchase Price), subject to standard transaction adjustments. The Purchase Price will be retained by Tiidal in a holding account for 180 days following the closing, during which period Tiidal may access the funds to satisfy any working capital adjustment or claims brought by Entain and may access up to 20% of the funds to pay reasonable costs related to the Transaction.
The Transaction was negotiated at arm’s length and is subject to a number of conditions customary for a transaction of this nature, including approval of Tiidal shareholders and receipt of all required consents. The Purchase Agreement includes payment of a $500,000 termination fee that is payable by Tiidal Holdings to Entain in the case of certain terminating events.
“I am incredibly proud of what the Sportsflare team has done over the last year. Given the capital markets environment, we believed it was best to find a great home for Sportflare in order to maximize value for Tiidal shareholders. Sportsflare will be a great fit with Entain’s strong presence in the industry and our board of directors is confident that Sportsflare joining Entain is the best long-term solution for its employees and partners,” said Thomas Hearne, Chief Executive Officer of Tiidal.
The Company will seek shareholder approval of the Transaction at a meeting of shareholders held to consider and approve the Transaction. The Meeting is expected to be held on April 26, 2023.
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