Esports firm Tiidal Gaming has confirmed this week that it has entered into an agreement to sell all of its shares in esports betting developer Sportsflare to Entain.
Under the terms of the deal, the Toronto-based organization will exchange all of the issues and outstanding shares of its New Zealand subsidiary for consideration of $13.25m in cash. The purchase agreement includes payment of a $500,000 termination fee that is payable by Tiidal Holdings to Entain in the case of ‘certain terminating events’.
The move arrives less than seven months after Tiidal’s Board decided to focus its efforts and resources exclusively on its Sportsflare technology division and ‘embark on the process of divesting its competitive esports team assets’.
Thomas Hearne, CEO of Tiidal, commented: “I am incredibly proud of what the Sportsflare team has done over the last year. Given the capital markets environment, we believed it was best to find a great home for Sportsflare in order to maximize value for Tiidal shareholders.
“Sportsflare will be a great fit with Entain’s strong presence in the industry and our board of directors is confident that Sportsflare joining Entain is the best long-term solution for its employees and partners.”
The deal is still subject to shareholder approval with a meeting to consider and approve the transaction expected to take place on Apr. 26.
Directors, officers and certain shareholders holding an aggregate of 31,024,382 common shares (37.29%) have signed customary voting support agreements to support and vote in favour of the transaction at the meeting.
Furthermore, the Board of Directors has approved the purchase agreement and the transaction and has unanimously recommended that the shareholders vote in favour.
BDO Canada LLP has provided a fairness opinion to the Board of Directors of the Company, ruling the consideration to be ‘fair, from a financial point of view, to the shareholders’.
Meanwhile, the parties have entered into a definitive loan agreement with Ladbrokes Group Finance, an affiliate of Entain, in connection with a secured credit facility in the aggregate principal amount of up to $1.41m.