PartyGaming Moves For World Poker Tour Assets with Superior Offer
August 24 2009 - 4:45PM
Business Wire
WPT Enterprises, Inc. (Nasdaq: WPTE) (“WPTE” or the
“Company”) today announced that a subsidiary of PartyGaming Plc,
Peerless Media Ltd. (“Peerless Media”), has agreed to purchase
substantially all of WPTE’s operating assets other than cash,
investments and certain excluded assets. WPTE’s Board of Directors
received the offer after privately held investment group, Gamynia
Limited, and WPTE announced an asset acquisition agreement, which
was terminated after further consideration of the Peerless Media’s
financial proposal.
“PartyGaming has been an important partner for a number of years
and we are confident that they will be an excellent manager of our
brands in the future,” said Steve Lipscomb, President and CEO of
WPT Enterprises. “The Board of Directors has determined that
PartyGaming’s acquisition proposal is financially superior and we
look forward to working with one of the pioneers and leaders in the
poker and online gaming markets to provide a strong vehicle for the
WPT brand to continue its global expansion and return to online
gaming.”
Peerless Media will pay WPTE $12.3 million and will pay
WPTE an ongoing 5% participation in gaming and other revenues
generated by the assets. Certain payments made by PartyGaming or
its affiliates to the Company prior to the close shall be credited
on a dollar for dollar basis against the purchase price paid at the
close, as more fully described in Section 2.6 of the purchase
agreement.
Under the asset purchase agreement, WPTE will sell its
television library, including all related intellectual property
rights, brand names, trade names, certain assumed contracts and
tangible personal property. WPTE will retain its cash and cash
equivalents, investments in debt securities and put rights, certain
other investment and litigation assets, and future license revenues
from certain existing Sponsorship deals for Season Seven of the
World Poker Tour.
The net cash proceeds from the asset sale will be retained by
WPTE which plans to use the cash to develop or acquire a non-poker
related business. WPTE does not currently intend to distribute any
proceeds from the asset sale to its stockholders.
Closing Conditions and Stockholder Approval
The asset purchase transaction is subject to specified closing
conditions. The obligation of Peerless Media to complete the
transaction is subject to the absence of changes or circumstances
that are materially adverse to the Company’s financial condition,
assets, business or results of operations and other customary
closing conditions. The Company’s obligation to complete the asset
sale is subject to the approval by the Company’s stockholders of
the asset sale transaction and other customary closing conditions.
The Company and Peerless Media currently expect to complete the
transaction in the fourth quarter of 2009.
The transaction must be approved by a majority of the holders of
the Company’s outstanding common stock. To that end, and as
described further below, the Company expects to hold a special
meeting of stockholders and in connection therewith to mail a proxy
statement to its stockholders that will provide additional
information concerning the asset sale transaction and the asset
purchase agreement. Certain significant Company stockholders,
representing approximately 39% of the Company’s common stock, have
entered into voting agreements committing to vote in favor of the
asset sale transaction to Peerless Media.
Important Additional Information about the Asset Sale will be
filed with the SEC
The Company plans to file with the U.S. Securities and Exchange
Commission (“SEC”) and mail a proxy statement to its stockholders
in connection with the asset sale transaction and the asset
purchase agreement. The proxy statement will contain important
information about the Company, Peerless Media and the guarantor of
Peerless Media’s obligations, ElectraWorks Ltd., and related
matters. Investors and security holders are urged to read the proxy
statement carefully when it is available.
The Company’s investors and security holders will be able to
obtain free copies of the proxy statement and other documents filed
by the Company with the SEC through the website maintained by the
SEC at www.sec.gov. In addition, the Company’s investors and
security holders will be able to obtain free copies of the proxy
statement by contacting WPT Enterprises, Inc., Attn.: Investor
Relations, 5700 Wilshire Blvd., Suite 350, Los Angeles, CA
90036 or by calling 323-330-9900.
The Company and its directors and executive officers, may be
deemed to be participants in the solicitation of proxies with
respect to the asset sale transaction and the asset purchase
agreement. Information regarding the Company’s directors and
executive officers is contained in the Company’s Annual Report on
Form 10-K for the year ended December 28, 2008 and its
Proxy Statement dated March 31, 2009, which were filed with
the SEC.
About WPT Enterprises, Inc.
WPT Enterprises, Inc. is one of the most recognized names
in internationally televised gaming and entertainment with brand
presence in land-based tournaments, television, online and mobile.
WPTE has led innovation in the sport of poker since 2002, when it
ignited the global poker boom with the creation of the World Poker
Tour television show. Based on a series of high stakes poker
tournaments, the World Poker Tour is now broadcast globally and is
currently filming its all-new eighth season for broadcast on Fox
Sports Net’s national sports network in the United States. WPTE
also offers a unique online subscription and sweepstakes-based
poker club, ClubWPT.com, which operates in 38 states across the
U.S. WPTE also participates in strategic brand license, partnership
and sponsorship opportunities. For more information, see
www.worldpokertour.com. (WPTEG)
Safe Harbor for Forward-Looking Statements
The Private Securities Litigation Reform Act of 1995 provides a
“safe harbor” for forward-looking statements. Certain information
included in this press release (as well as information included in
oral statements or other written statements made or to be made by
executive officers or directors of the Company) contains statements
that are forward-looking, such as expectations about the asset
purchase agreement, the retention of the net cash proceeds by the
Company, the timetable for completing the transaction, the ability
to enter into one or more strategic transactions to combine with
another company, future revenues earned by Peerless Media with the
Company’s brands and the Company’s participation in the future
revenues, and the proxy statement to ask Company stockholders to
approve the asset purchase agreement. Such forward-looking
information involves important risks and uncertainties that could
significantly affect anticipated results in the future and,
accordingly, such results may differ from those expressed in any
forward-looking statements made by or on behalf of the Company.
These risks and uncertainties include, but are not limited to, the
risk that the Company’s stockholders do not approve the asset
purchase agreement, the risk that the asset sale is not closed, the
risk that the Company does not acquire or develop another business
using the net cash proceeds from the asset sale, and the risk that
Peerless Media does not earn significant future revenues with the
brands and that the Company does not participate in the future
revenues. For more information, review the Company’s filings with
the SEC.
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