FansUnite's board of directors unanimously supports the proposed Transaction (as defined below) and recommends that FansUnite's shareholders vote in favour of all resolutions at the Meeting (as defined below).
Shareholders with questions or who need assistance voting their shares should contact FansUnite's shareholder communications advisor and proxy solicitation agent, Laurel Hill Advisory Group (Toll-Free Tel: 1-877-452-7184 / International Tel: 1-416-304-0211 / E-mail: assistance@laurelhill.com).
Vancouver, British Columbia--(Newsfile Corp. - July 11, 2024) - FansUnite Entertainment Inc. (TSX: FANS) (OTCQB: FUNFF) ("FansUnite" or the "Company") is pleased to announce that, further to its news release dated June 27, 2024 in respect of the proposed sale of all of the issued and outstanding shares of FansUnite US Inc. ("FansUS"), a wholly-owned subsidiary of the Company that carries on its Betting Hero business, to Hero Group Corp. (the "Purchaser") and GeoComply Solutions Inc. ("GeoComply"), it has filed a management information circular (the "Circular") in connection with the upcoming meeting of the holders (the "Shareholders") of the Company's common shares (the "Company Shares") called for Tuesday, August 13, 2024 (the "Meeting"). The Circular is available on the Company's profile on the System for Electronic Document Analysis and Retrieval (SEDAR+) at www.sedarplus.com as well as on the Company's website at https://fansunite.com/investors.
Meeting Details
The Company's board of directors (the "Board") has set July 4, 2024 as the record date for determining the Shareholders entitled to receive notice and vote at the Meeting. The Meeting will be held at 11:00 a.m. (Pacific time) at the offices of DLA Piper (Canada) LLP, 1133 Melville Street, Suite 2700, The Stack Building, Vancouver, British Columbia. The deadline for returning proxies for the Meeting is Friday, August 9, 2024 at 11:00 a.m. (Pacific time).
The Transaction
As previously announced, the Company, together with FansUS, entered into a definitive agreement dated June 27, 2024 (the "Stock Purchase Agreement") with the Purchaser and GeoComply, pursuant to which the Company agreed to sell to the Purchaser all of the issued and outstanding shares of FansUS (the "Transaction"), for an aggregate purchase price of US$37.5 million, adjusted on a cash-free, debt-free basis. Following such adjustments, and the payment or discharge of the Obligations (as defined below), the Company anticipates net proceeds from the sale of FansUS of approximately US$20 million ("Net Proceeds"), assuming a closing date of the Transaction on or about August 15, 2024 ("Closing"). Upon completion of the Transaction, the Purchaser will be controlled 60% indirectly by Betting Hero's co-founders, Jai Maw and Jeremy Jakary (the "Betting Hero Co-Founders"), and 40% by GeoComply.
Pursuant to the terms of the Stock Purchase Agreement, the Company has agreed to distribute 90% of the Net Proceeds (after payment or discharge of certain obligations and liabilities of the Company, including those associated with the Transaction or otherwise (collectively, the "Obligations")) to the Shareholders, subject to applicable solvency and other legal or contractual requirements, as a return of capital on the Company Shares (the "Distribution"). There are a number of variables, known and unknown, that may impact the ultimate amount of the Distribution payable to the Shareholders, including the quantum of the Net Proceeds and the Obligations. While the Distribution may therefore be materially lower than the amount currently anticipated, based on the information available to the Company at the date hereof, it is anticipated that the Distribution to be paid to the Shareholders subsequent to the completion of the Transaction is likely, based on the USD/CAD exchange rate published by the Bank of Canada on June 26, 2024, to be in the range of approximately C$0.065 to C$0.075 per Company Share.
The Stock Purchase Agreement was approved unanimously by the Board, (with the abstention of Scott Burton and Chris Grove as interested directors), after taking into account, among other things, the unanimous recommendation of the special committee of the Board (the "Special Committee") comprised of Quinton Singleton and James Keane, each an independent director of the Company. The Special Committee and the Board (with the abstention of Scott Burton and Chris Grove as interested directors), determined that the Transaction is in the best interests of the Company and fair to the Shareholders (other than the Betting Hero Co-Founders), and the Board recommends that Shareholders vote in favour of the Transaction at the Meeting.
Matters to Be Considered at the Meeting
At the Meeting, Shareholders will be asked to consider, and if deemed advisable, to pass, with or without variation, the following matters:
a special resolution approving the sale of all or substantially all of the undertaking of the Company in accordance with the Business Corporations Act (British Columbia) pursuant to the Transaction, as contemplated by the Stock Purchase Agreement (the "Sale Resolution");
a special resolution approving the reduction in the capital of the Company Shares to facilitate the distribution of a portion of the Net Proceeds received by the Company from the Transaction as a return of capital in connection with the Distribution, contingent upon adoption of the Sale Resolution; and
an ordinary resolution approving the voluntary delisting of the Company Shares from the Toronto Stock Exchange (the "TSX"), subject to completion of the Transaction.
To be adopted, the Sale Resolution must be approved by: (i) not less than 66⅔% of the votes cast on the Sale Resolution by Shareholders present in person or represented by proxy and entitled to vote at the Meeting; and (ii) in accordance with Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), not less than a simple majority of votes cast by the Shareholders, present in person or represented by proxy and entitled to vote at the Meeting, excluding the votes cast by any "interested parties" (as defined by MI 61-101). The votes attaching to the Company Shares held by interested parties will be excluded for the purposes of determining whether "minority approval" has been obtained for the purposes of MI 61-101 and the policies of the TSX.
To be adopted, the special resolution approving the capital reduction in connection with the Distribution must be approved by at least 66⅔% of the votes cast at the Meeting by the Shareholders and the ordinary resolution approving the voluntary delisting of the Company Shares from the TSX must be approved by a simple majority of the votes cast at the Meeting by the Shareholders. In the event the voluntary delisting of the Company Shares from the TSX is not approved at the Meeting, it is expected that following Closing, the TSX will place the Company under delisting review in accordance with TSX policies and the Company Shares will be delisted from the TSX thereafter.
Each of the directors and senior officers of the Company, together with certain other Shareholders, holding shares carrying in aggregate approximately 27% of the votes which may be cast at the Meeting, have entered into voting agreements with the Purchaser pursuant to which they have agreed to cast such votes in favour of the resolution approving the Transaction.
Your vote is important. Whether or not you plan to attend the Meeting, we encourage you to vote promptly.
Notice and Access
The Company has elected to use the notice-and-access ("Notice-and-Access") provisions under National Instrument 54-101 - Communications with Beneficial Owners of Securities of a Reporting Issuer and National Instrument 51-102 - Continuous Disclosure Obligations to distribute the Meeting materials to its Shareholders. Notice-and-Access allows issuers to post electronic versions of proxy related materials on SEDAR+ and on one additional website, rather than mailing paper copies to Shareholders. The Circular and proxy related materials for the Meeting are available online on the Company's website at https://fansunite.com/investors or under the Company's profile on SEDAR+ at www.sedarplus.com. Shareholders may request a paper copy of these documents as indicated in the Circular and in the Notice-and-Access document.
Additional Information
The Circular contains important information regarding the Transaction and the other matters to be put forward to Shareholders at the Meeting, how Shareholders can vote their shares at the Meeting, the background to the Transaction and the rationale for the recommendations made by the Special Committee and the Board. All Shareholders are urged to read the Circular prior to the Meeting as it contains important information.
Further details regarding the terms of Stock Purchase Agreement are set out in the Stock Purchase Agreement, a copy of which is available under the Company's profile on SEDAR+ at www.sedarplus.com. In addition to Shareholder approval, the Transaction is subject to receipt of consents and approvals from certain governmental authorities and other parties, as well as other closing conditions customary in transactions of this nature.
ABOUT FANSUNITE ENTERTAINMENT INC.
FansUnite is a global sports entertainment and gaming company. Our business is focused on the regulated and lawful sports betting affiliate market which includes customer acquisition, retention, support and reactivation. FansUnite has established itself as a leader in the North American affiliate market through its subsidiary American Affiliate. American Affiliate is a North American omni-channel customer acquisition company, covering both retail and digital customer activation for sportsbooks, casinos, poker and fantasy sports platforms.
ABOUT BETTING HERO
Betting Hero is the pioneering operator partner focused on customer activation, retention, and development for sports betting in the US. Powered by three core business units, Betting Hero Live Activation, Betting Hero Research, and Betting Hero Digital, Betting Hero is changing the game to deliver more excitement to new bettors and more value to operator partners. Betting Hero's accolades include 2023 EGR Employer of the Year, SBC Employer of the Year, and EGR Customer Onboarding Partner of the Year. Founded in July 2018 by the Betting Hero Co-Founders, Betting Hero has grown to become a team of over 400 professionals dedicated to delivering thousands of high-quality activations yearly.
ABOUT GEOCOMPLY SOLUTIONS INC.
GeoComply, the global leader in geolocation compliance, anti-fraud, and identity technology, has been trusted by leading online gaming operators and regulators for the past ten years. GeoComply provides fraud prevention and cybersecurity solutions that detect location fraud and verifies a user's true digital identity. The company's geolocation solutions have been installed on over 400 million devices and analyze over a billion transactions every month. GeoComply's award-winning products are based on the technologies developed for the highly regulated and complex US online gaming and sports betting market. Beyond iGaming, GeoComply provides geolocation fraud detection solutions for streaming video broadcasters and the online banking, payments and cryptocurrency industries, building an impressive list of customers, including Akamai, Nextdoor, BBC, BetMGM, DraftKings, FanDuel, and Luno.
FORWARD-LOOKING STATEMENTS
This news release contains "forward-looking information" which may include, but is not limited to, information with respect to the activities, events or developments that the Company expects or anticipates will or may occur in the future. Such forward-looking information is often, but not always, identified by the use of words and phrases 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 state that certain actions, events or results "may," "could," "would," "might" or "will" be taken, occur or be achieved. Such forward-looking information includes, among other things, information regarding: the anticipated timing of the Meeting, the Company's ability to obtain Shareholder approval at the Meeting, the Company's expectations regarding its ability to complete, and the anticipated results of, the Transaction, the anticipated Distribution in the range of approximately C$0.065 to C$0.075 per Company Share, and the parties' ability to satisfy closing conditions and receive necessary approvals, the anticipated timing for completion of the Transaction, the Net Proceeds that will be available to the Company upon completion of the Transaction, the anticipated quantum of the Obligations and the anticipated quantum of the Distribution per Company Share. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to the Company. Although such statements are based on assumptions management considers reasonable, there can be no assurance: (i) that the Transaction will be completed; (ii) if the Transaction is completed, that it will be completed on the terms described above; (iii) that the proposed Distribution will be made; or (iv) if the proposed Distribution is made, as to the amount or terms of such Distribution.
Forward-looking information contained in this news release is based on certain factors and assumptions regarding, among other things, the receipt of all necessary regulatory and Shareholder approvals and satisfaction of other conditions to the completion of the Transaction and other similar matters. While the Company considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect. Forward looking information involves known and unknown risks, uncertainties and other risk factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such risks include risks that the Transaction does not close on the anticipated timeline, or at all, risks related to increased competition and current global financial conditions, access and supply risks, reliance on key personnel, operational risks, regulatory risks, capitalization and liquidity risks, the occurrence of any event, change or other circumstances that could give rise to the termination of the Stock Purchase Agreement, risks that a closing condition to the Transaction may not be satisfied, risks relating to the potential failure to receive all requisite shareholder and regulatory approvals, and potential legal proceedings relating to the proposed Transaction and the outcome of any such legal proceeding. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company undertakes no obligation, except as otherwise required by law, to update these forward-looking statements if management's beliefs, estimates or opinions, or other factors change. The forward-looking information contained in this news release is expressly qualified by this cautionary statement.
The Transaction cannot close until the required Shareholder and regulatory approvals are obtained. There can be no assurance that the Transaction will be completed as proposed or at all. The Transaction could be modified, restructured or terminated. Investors are cautioned that, except as disclosed in the Circular and in the Stock Purchase Agreement itself, copies of each of which are or will be filed under the Company's profile at www.sedarplus.com, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon.
The TSX has not reviewed and does not accept responsibility for the adequacy or accuracy of the content of this news release.
For further information, please contact FansUnite's Shareholder Communications Advisor and Proxy Solicitation Agent:
Laurel Hill Advisory Group North American Toll-Free: 1-877-452-7184 Calls Outside North America: 1-416-304-0211 Email: assistance@laurelhill.com
