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PARTYGAMING
MOVES FOR WORLD POKER TOUR ASSETS WITH SUPERIOR
OFFER
Los Angeles, CA, August 24, 2009
— 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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