Independent Proxy Advisory Firm ISS Recommends FansUnite Shareholders Vote FOR Sale Transaction Resolution and All Other Resolutions at Upcoming Special Meeting
Vancouver, British Columbia--(Newsfile Corp. - August 7, 2024) - FansUnite Entertainment Inc. (TSX: FANS) (OTCQB: FUNFF) ("FansUnite" or the "Company") is pleased to announce that leading independent proxy firm, Institutional Shareholder Services Inc. ("ISS"), has recommended that FansUnite shareholders ("Shareholders") vote FOR resolutions approving the previously announced transaction of all of the issued and outstanding shares of FansUnite US Inc. ("FansUS") to Hero Group Corp. (the "Transaction"), as well as the reduction in capital of the common shares of the Company (the "Common Shares") to facilitate the distribution of a portion of the net proceeds received by the Company from the Transaction as a return of capital (the "Distribution") and the voluntary delisting of the Common Shares from the Toronto Stock Exchange ("TSX") (collectively, the "Meeting Matters").
The special meeting (the "Meeting") of shareholders to approve the Meeting Matters, including the Transaction, is scheduled for Tuesday, August 13, 2024.
ISS RECOMMENDATION
In making its recommendation, ISS considered, among other factors, the extensive strategic review process outlined in the Company's information circular dated July 5, 2024 (the "Circular"), the formal valuation fairness opinion provided by independent financial advisor BDO (Canada) LLP, and the Distribution (C$0.065 to C$0.075). As stated in the ISS report, "the board conducted a reasonable market check which provided some degree of price discovery. The valuation appears credible and the offer values FansUS attractively based on several of the valuation methodologies employed."
FANSUNITE BOARD RECOMMENDATION
The board of directors of FansUnite unanimously recommends that shareholders vote FOR all proposed Meeting Matters.
Full details of all proposed resolutions and voting instructions are set out in the Circular and related proxy materials in respect to the Meeting.
Please visit the Meeting page on FansUnite's website for complete details and links to all relevant documents ahead of the Meeting at https://fansunite.com/investors/, copies of which are also available under FansUnite's profile on SEDAR+ at www.sedarplus.com.
VOTE TODAY
Shareholders are encouraged to read the Circular and vote well in advance of the proxy deadline of 11:00 AM PT on Friday, August 9, 2024.
SPECIAL MEETING DETAILS Date: Tuesday, August 13, 2024 Time: 11:00 AM PT Location: Offices of DLA Piper (Canada) LLP, 1133 Melville Street, Suite 2700The Stack Building, Vancouver, British Columbia, Canada
SHAREHOLDER QUESTIONS AND ASSISTANCE
Shareholders who have questions or require assistance with voting may contact Laurel Hill Advisory Group, FansUnite's proxy solicitation agent and shareholder communications advisor:
Laurel Hill Advisory Group North American Toll-Free: 1-877-452-7184 Calls Outside North America: 1-416-304-0211 Email: assistance@laurelhill.com
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.
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 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 Common Share, the net proceeds from the Transaction that will be available to the Company upon completion of the Transaction and the anticipated quantum of the Distribution per Common 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 Company will voluntarily delist its Common Shares from the TSX; (iv) 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.
