Allied Gaming & Entertainment, Inc. Adopts Limited-Duration Shareholder Rights Plan
09 Février 2024 - 10:10PM
Business Wire
Allied Gaming & Entertainment, Inc. (Nasdaq: AGAE), a global
experimental entertainment company, today announced that its Board
of Directors has unanimously approved the adoption of a
limited-duration shareholder rights plan (“Rights Plan”) under
which shareholders will receive rights to purchase a new series of
preferred stock in certain circumstances.
The Company issued the following statement:
In accordance with its fiduciary duties, our
Board of Directors is firmly committed to taking actions that are
in the best interest of all of the Company’s shareholders. In that
regard, our Board is focused on providing a growing audience of
gamers with unique experiences through renowned assets, products,
and services and regularly evaluates the Company’s capital
allocation to ensure that it is best positioned to optimize
shareholder returns. As we’ve noted, the Company recently completed
its strategic review of its business operations and announced plans
to restructure the existing esports business and expand its focus
to include a broader array of entertainment and gaming products and
services.
We believe it is imperative that AGAE
shareholders are given the opportunity to realize the full
long-term potential of their AGAE investment. Our Board is
therefore adopting this Rights Plan to prevent AGAE shareholders
from being deprived of that opportunity by any self-interested
group taking control of the Company in a manner or at a price that
is not in the best interest of all shareholders.
The Rights Plan is similar to plans adopted by other publicly
traded companies. It is intended to promote the fair and equal
treatment of all AGAE shareholders and ensure that no person or
group can gain control of AGAE through open market accumulation or
other tactics potentially disadvantaging the interest of all
shareholders. The Rights Plan applies equally to all current and
future shareholders and is not intended to deter offers that are
fair and otherwise in the best interest of all the Company’s
shareholders.
Pursuant to the Rights Plan, the Company is issuing one right
for each share of common stock as of the start of business at 9:00
a.m. Eastern Time on February 9, 2024. The rights will initially
trade with AGAE’s common stock and will become exercisable only if
any person acquires 10% or more of the Company’s outstanding common
stock. In that case, each holder of a right (other than the
acquiring person, whose rights will become void and will not be
exercisable) will be entitled to purchase, at the then-current
exercise price, additional shares of common stock having a
then-current market value of twice the exercise price of the right.
Any shareholders with beneficial ownership of 10% or more of the
Company’s outstanding common stock prior to this announcement are
grandfathered at their current ownership levels but are not
permitted to increase their ownership without triggering the Rights
Plan. The Rights Plan is effective immediately and will expire on
February 9, 2027.
Further details about the Rights Plan will be contained in a
Form 8-K to be filed by the Company with the Securities and
Exchange Commission.
About Allied Gaming & Entertainment
Allied Gaming & Entertainment Inc. (Nasdaq: AGAE) is a
global experiential entertainment company focused on providing a
growing world of gamers with unique experiences through renowned
assets, products and services. For more information, visit
alliedgaming.gg.
Additional information regarding the Rights Plan will be
contained in a Form 8-K to be filed by AGAE with the U.S.
Securities and Exchange Commission.
Forward-Looking
Statements
This communication contains certain forward-looking statements
under federal securities laws. Forward-looking statements may
include our statements regarding our goals, beliefs, strategies,
objectives, plans, including product and service developments,
future financial conditions, results or projections or current
expectations. In some cases, you can identify forward-looking
statements by terminology such as “may,” “will,” “should,”
“expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,”
“potential,” “intend” or “continue,” the negative of such terms, or
other comparable terminology. These statements are subject to known
and unknown risks, uncertainties, assumptions and other factors
that may cause actual results to be materially different from those
contemplated by the forward-looking statements. These
forward-looking statements are not guarantees of future
performance, conditions or results, and involve a number of known
and unknown risks, uncertainties, assumptions and other important
factors, many of which are outside our control, that could cause
actual results or outcomes to differ materially from those
discussed in these forward-looking statements. The inclusion of
such information should not be regarded as a representation by the
Company, or any person, that the objectives of the Company will be
achieved. Important factors, among others, that may affect actual
results or outcomes include: risks associated with the future
direction or governance of the Company; our ability to execute on
our business plan; the substantial uncertainties inherent in the
acceptance of existing and future products and services; the
ability to retain key personnel; potential litigation; general
economic and market conditions impacting demand for our services; a
change in our plans to retain or invest the net cash proceeds from
the WPT sale transaction; our inability to enter into one or more
future acquisition or strategic transactions using the net proceeds
from the WPT sale transaction; and our ability, or a decision not
to pursue strategic options for the esports business. You should
consider the areas of risk described in connection with any
forward-looking statements that may be made herein. The business
and operations of AGAE are subject to substantial risks, which
increase the uncertainty inherent in the forward-looking statements
contained in this communication. Except as required by law, we
undertake no obligation to release publicly the result of any
revision to these forward-looking statements that may be made to
reflect events or circumstances after the date hereof or to reflect
the occurrence of unanticipated events. Further information on
potential factors that could affect our business and results is
described under “Item 1A. Risk Factors” in our Annual Report on
Form 10-K for the year ended December 31, 2022, as filed with the
SEC on March 24, 2023, as well as subsequent reports we file with
the SEC. Readers are also urged to carefully review and consider
the various disclosures we made in such Annual Report on Form 10-K
and in subsequent reports with the SEC.
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version on businesswire.com: https://www.businesswire.com/news/home/20240206921969/en/
Investor Contact: Tyler Drew Addo Investor Relations
ir@alliedgaming.gg
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