Axion Games, founded in 2006 and formerly known as Epic Games China, is an independent
The acquisition of Axion was made in conjunction with the previously announced planned acquisition of HotPlay Enterprise, a next generation in-game advertising company (IGA) that leverages proprietary Artificial Intelligence to reach, engage and convert gamers by seamlessly integrating native ads and non-intrusive digital coupons redeemable through both online and offline channels. While the acquisition of 33% of Axion has now closed, the acquisition of HotPlay is subject to shareholder approval.
“Through the acquisition of the 33% ownership in Axion and the planned acquisition of HotPlay,
Upon shareholder approval and the subsequent closing of the planned HotPlay acquisition,
In consideration for the acquisition,
As reported in an
Additional information regarding the transactions is available in three Monaker Current Reports on Form 8-K, which were filed with the
Note: Monaker’s acquisition of HotPlay is subject to various closing conditions, consents and requirements. No assurances can be made that the parties will successfully consummate the transactions contemplated by the HotPlay agreement on the terms or timeframe currently contemplated or at all. The HotPlay transaction is subject to regulatory review and shareholder approvals, as well as other customary conditions.
About
Forward-Looking Statements
Certain of the matters discussed in this communication which are not statements of historical fact constitute forward-looking statements that involve a number of risks and uncertainties and are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. Words such as “strategy,” “expects,” “continues,” “plans,” “anticipates,” “believes,” “would,” “will,” “estimates,” “intends,” “projects,” “goals,” “targets” and other words of similar meaning are intended to identify forward-looking statements but are not the exclusive means of identifying these statements.
Important factors that may cause actual results and outcomes to differ materially from those contained in such forward-looking statements include, without limitation, the ability of the parties to close the HotPlay share exchange agreement on the terms set forth in, and pursuant to the required timing set forth in, the HotPlay share exchange agreement, if at all; the occurrence of any event, change or other circumstances that could give rise to the right of one or all of HotPlay, the HotPlay shareholders or the Company (collectively, the “Share Exchange Parties”) to terminate the HotPlay share exchange agreement; the effect of such termination; the outcome of any legal proceedings that may be instituted against Share Exchange Parties or their respective directors; the ability to obtain regulatory and other approvals and meet other closing conditions to the HotPlay share exchange agreement on a timely basis or at all, including the risk that regulatory and other approvals required for the HotPlay share exchange agreement are not obtained on a timely basis or at all, or are obtained subject to conditions that are not anticipated or that could adversely affect the combined company or the expected benefits of the transaction; the ability to obtain approval by the Company’s stockholders on the expected schedule of the transactions contemplated by the HotPlay share exchange agreement; difficulties and delays in integrating HotPlay’s and the Company’s businesses; prevailing economic, market, regulatory or business conditions, or changes in such conditions, negatively affecting the parties; risks associated with COVID-19 and the global response thereto; risks that the transactions disrupt the Company’s or HotPlay’s current plans and operations; failing to fully realize anticipated cost savings and other anticipated benefits of the HotPlay share exchange agreement when expected or at all; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the HotPlay share exchange agreement; the ability of HotPlay and the Company to retain and hire key personnel; the diversion of management’s attention from ongoing business operations; uncertainty as to the long-term value of the common stock of the combined company following the HotPlay share exchange agreement; the significant dilution which will be created to ownership interests of the Company in connection with the closing of the HotPlay share exchange agreement and the conversion of the securities issued to the former Axion shareholders and debt holders; the continued availability of capital and financing following the HotPlay share exchange agreement; the business, economic and political conditions in the markets in which Share Exchange Parties operate; and the fact that the Company’s reported earnings and financial position may be adversely affected by tax and other factors.
Other important factors that may cause actual results and outcomes to differ materially from those contained in the forward-looking statements included in this communication are described in the Company’s publicly filed reports, including, but not limited to, the Company’s Annual Report on Form 10-K for the year ended
The Company cautions that the foregoing list of important factors is not complete and does not undertake to update any forward-looking statements except as required by applicable law. All subsequent written and oral forward-looking statements attributable to the Company or any person acting on behalf of any Share Exchange Parties are expressly qualified in their entirety by the cautionary statements referenced above.
Additional Information and Where to Find It
In connection with the proposed HotPlay share exchange agreement transactions, the Company will file with the
Investors and security holders may obtain copies of these documents free of charge through the website maintained by the
Participants in the Solicitation
The Company and certain of its respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the respective stockholders of the Company in respect of the proposed HotPlay share exchange agreement under the rules of the
No Offer or Solicitation
This communication shall not constitute 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.
Source:
Company Contact:
Director of Corporate Development
Tel (954) 888-9779
rmarshall@monakergroup.com
Source:
2020 GlobeNewswire, Inc., source