ESE Entertainment Inc.is pleased to announce that it has signed a Letter of Intent (“LOI“) to acquire (the “Acquisition“) the assets of World Phoning Group Inc. and Encore Telecom Inc. (together, “WPG“), which are Canadian companies with combined revenue of over $12.5 million in the last twelve months. WPG operates in Europe and works with some of the world’s most recognized brands. It provides infrastructure and support with bespoke solutions for fan engagement of sporting organizations, esports companies and telecom providers across the globe (the “Business“).
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Under the terms of the LOI, the Business will be reorganized into a newly incorporated company (“SubCo“), in which ESE will hold a 51% interest, and WPG will hold a 49% interest. SubCo will continue to operate the Business following the completion of the Acquisition. ESE will have the right to acquire the remaining 49% interest in SubCo pursuant to a call option, exercisable for three years following closing.
The purchase price will be paid with a portion in cash on closing, and the balance in common shares of ESE, vested over a period of three years. The founder and CEO of WPG and staff of WPG will continue to operate the Business following closing.
WPG is an award-winning organization and one of the first service providers to engage the fans of sports and esports with robust out-sourced B2B, B2C and ecommerce support. Existing clients include the largest organization in motorsports, with 500 million fans world-wide, and the world’s largest esports company. WPG’s telecom customer base includes many tier-1 PTTs and over 150 tier-2 carriers. In the past year, WPG generated double-digit year-over-year growth.
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The proposed Acquisition will enhance ESE’s position and bring it one step closer to becoming one of the biggest gaming and esports infrastructure companies in the world.
Konrad Wasiela, CEO of ESE, commented, “From day one, our vision has been to become the global leader for infrastructure and data in the gaming and esports industries. The Acquisition will position us one step closer to achieving that goal. Further, we are excited to work closely with WPG to build on their existing business, focusing on increasing revenue and profit margins. Wayne and his team at the WPG group have been able to secure long-term contracts with tier 1 customers across the globe, and they are just getting started.”
Wayne Silver, CEO of WPG, commented, “We are thrilled to be joining with Konrad and his team at ESE. The synergies are clear; we are each proudly Canadian and both operate our respective businesses in Europe. Combined, we will have a team of nearly 100 in Canada, Germany, Romania, Poland, and more. We have common visions on how to grow the company and our combined resources and network will help us further extend our leadership working with the world’s leading sports and esports brands.”
The Acquisition remains subject to, among other things, satisfactory completion of ESE’s due diligence, the parties entering into a definitive agreement and TSX Venture Exchange approval.
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