RA'ANANA, Israel and
MINNEAPOLIS, April 15, 2021 /PRNewswire/ -- Mer
Telemanagement Solutions Ltd., (Nasdaq: MTSL) ("MTS or the
"Company"), a global provider of telecommunications expense
management, call accounting and contact center software, announced
that it has entered into a definitive Agreement and Plan of Merger
with SharpLink, Inc. ("SharpLink"), a leading online technology
company that works with sports leagues, fantasy sports sites and
sports media companies to connect fans to relevant and timely
betting content sourced from its sportsbook partners. Upon the
closing of the merger, which is conditioned upon approval of MTS
shareholders and other standard closing items, the Company will
change its name and pursue the business of SharpLink under new
management and Board control.
Founded by industry veterans with extensive experience
developing and selling enterprise-level sports technology
solutions, SharpLink is an early innovator in the sports betting
conversion marketplace. SharpLink currently has contractual
relationships with sports teams, media companies and league
operators, including the PGA TOUR® and NASCAR®. Both leverage
SharpLink's legacy "free-to-play" game platform to enhance user
engagement and gaming strategies. More recently, the PGA TOUR and
NASCAR have leveraged SharpLink's conversion platform to introduce
dynamic and real-time sports betting content from multiple
sportsbook partners.
Morgan Stanley estimates that the online sports betting market
will generate over $9.2 billion in
annual revenue in the U.S. alone by 2025, with the international
market currently several times that amount. According to
internal research, an estimated $20
billion has already been invested in acquisitions and
partnerships by gaming operators, sports leagues and media
companies as the industry rapidly expands and prepares for betting
growth in the U.S. Currently 22 states allow online sports
betting, including New York, which
passed the new legislation just last week. SharpLink's engagement
technology delivers personalized sportsbook betting offers and
engaging experiences for fans who are interested in legal online
betting.
"We are excited to achieve this major milestone by signing the
definitive merger agreement with SharpLink, and we believe the
transaction, when closed, will provide significant value to both
the current MTS shareholders and the SharpLink shareholders who
will be receiving MTS shares in the Merger," stated Roy Hess, MTS CEO. "Following the merger, our
Company will be on the leading edge of a potentially massive sports
betting market in the U.S. and globally. By providing proprietary
advanced conversion and engagement solutions for the sports betting
industry, we expect SharpLink's services will be needed by many
companies looking to capitalize on this opportunity. We are excited
about our future growth strategy as well as the current industry's
rapid expansion both in the U.S. and globally. We encourage
all shareholders to look for our mailed proxy materials in the near
future and to support this proposed transaction."
Rob Phythian, CEO of SharpLink
stated: "As sports betting legislation continues to be
enacted across the United
States, which we are seeing at an accelerated pace as states
look to fill budgetary gaps, any company that has an audience of
sports fans will have the opportunity to earn additional revenue by
opening a channel for that audience to place legal, online bets. We
believe SharpLink is well-positioned to provide leagues, media and
sportsbook operators – many of whom are already customers -- the
tools they need to manage and capitalize on this opportunity by
using our innovative analytical solutions, not simply advertising
banners or buttons. SharpLink's turnkey intelligent solutions allow
these companies to implement advanced technology right out of the
gate, and quickly start connecting their users to real-time sports
betting content."
"The sports betting market is shifting rapidly and is beginning
to recognize the need for analytically based betting solutions. We
expect this merger to provide SharpLink greater access to the
capital markets so that we may scale effectively to meet demand,
continue to innovate, and sharpen our portfolio of businesses and
technology. We thank the professional team at MTS for their
dedication and hard work getting this deal towards a rapid closing
– we cannot do it without them," Phythian added.
Transaction Summary
Under the terms of the merger agreement, the holders of
SharpLink's outstanding common stock and preferred stock
immediately prior to the merger will receive ordinary shares and
preferred shares, as applicable, of MTS in the merger. On a pro
forma and fully-diluted basis for the combined company, SharpLink
shareholders are expected to own approximately 86% of the combined
company (inclusive of a stock option pool of 10% of the
fully-diluted outstanding share capital of the combined
company).
Funding to close the transaction has already been fully
committed by an institutional investor. The proposed transaction
has been unanimously approved by the board of directors of both
companies and by the shareholders of SharpLink. After closing,
the current MTS business will continue to operate, managed by
members of the current MTS management team.
Important Information About the Merger for Investors and
Shareholders
As noted, the merger is subject to the approval of MTS's
shareholders at a meeting of shareholders that is expected to be
held in the second quarter of 2021, along with the satisfaction or
waiver of other customary conditions. A proxy statement and a proxy
card with respect to the approval of the merger and other required
matters will be mailed to MTS's shareholders seeking the required
shareholder approvals in connection with the proposed merger and
associated transaction.
Before making any voting or investment decision, investors and
shareholders are urged to read the proxy statement (including any
amendments or supplements thereto) and any other relevant documents
that MTS may submit to the SEC when they become available because
they will contain important information about the proposed
transactions.
Investors and shareholders may obtain free copies of the proxy
statement and all other documents submitted or that will be
submitted to the SEC regarding the proposed transaction at the
website maintained by the SEC (www.sec.gov). Once filed, the proxy
statement will also be available free of charge on MTS's website at
www.mtsint.com.
This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
For more information on SharpLink's products and services,
please visit www.sharplink.com.
About SharpLink:
Founded in 2019, SharpLink is a leading online technology
company that connects sports fans, leagues, and sports websites to
relevant and timely sports betting content. SharpLink uses
proprietary, intelligent, online conversion technology to convert
sports fans into sports bettors for licensed, online sportsbook
operators. SharpLink's intelligent sports betting conversion and
engagement technology delivers and determines the best sportsbook
betting offers and experience for each identified user. Using
sophisticated behavioral modeling and tracking technologies, and by
analyzing users' past and present behaviors, we shape the
experience and bring users to the right outcome, faster.
Additionally, SharpLink specializes in helping sports media
companies develop strategies, products and innovative solutions to
drive deep customer engagement with highly interactive sports games
and mobile applications. SharpLink is based in Minneapolis, MN, and is run by industry
veterans with several successful exits in the sports gaming
sector. For more information please visit the SharpLink
website at www.sharplink.com.
About Mer Telemanagement Solutions Ltd.:
Mer Telemanagement Solutions Ltd. (MTS) is focused on innovative
products and services for enterprises in the area of telecom
expense management (TEM), call accounting and contact center
software. Headquartered in Israel,
MTS markets its solutions through wholly-owned subsidiaries in
Israel, the U.S. and Hong Kong, as well as through distribution
channels. For more information please visit the MTS web site:
www.mtsint.com.
Forward-Looking Statements
Certain matters discussed in this news release are
forward-looking statements that involve a number of risks and
uncertainties including, but not limited to, the satisfaction of
the conditions to closing of the merger transaction, general
economic conditions and other risk factors detailed in the
Company's annual report and other filings with the United States
Securities and Exchange Commission.
Logo - https://mma.prnewswire.com/media/777768/MTS_Logo.jpg
MTS Contact:
Ofira Bar
CFO
Tel: +972-9-7777-540
Email: ofira.bar@mtsint.com
SharpLink Contact:
Mike Adorno
HPL Digital Sport for SharpLink
Email: madorno@hotpaperlantern.com
@mikeadorno
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SOURCE Mer Telemanagement Solutions Ltd. (MTS)