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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