- Acquisition creates a leading, global esports organization with assets in
North America ,Europe ,Asia andSouth America - Strengthens GameSquare and Complexity by combining leading digital media groups, world-class teams and authentic esports content
- All stock transaction values Complexity at approximately
$33 million based on a GameSquare share price of$0.40 - Former Complexity shareholders, which consist of the Jerry Jones family, Goff family and
Jason Lake , to own approximately 47% of GameSquare (prior to the brokered private placement) Jerry Jones and Goff family to invest an additional$8.5 million into GameSquare as part of a non-brokered private placement at a subscription price of$0.40 per Unit- GameSquare has entered into a multi-year esports and gaming partnership to become the agency of record for the
Dallas Cowboys Tom Walker , CFO of theDallas Cowboys , andTravis Goff , President ofGoff Capital , to join GameSquare Board of Directors- Expected revenue for the combined company of
$28 million in 2022
"Complexity Gaming, led by
"The multi-year esports agency of record agreement with the
"Professional gaming has grown at an incredible pace in the three and a half years since our group acquired Complexity Gaming," said
About Complexity Gaming
Based in
Key Transaction Highlights
The transaction will immediately increase the scale of GameSquare by adding a leading esports organization and strengthening its investor base through the relationship with, and ownership by, the Jones and Goff families.
- Complexity provides a leading esports brand, that has direct ties to the most valuable professional sports team in the world, the
Dallas Cowboys - Expected revenue synergies by leveraging GameSquares expertise in merchandise and content
The Jerry Jones Family and Goff Capital Inc. agreed to subscribe for an additional$8.5 million of Units (as defined below) of GameSquare at a price of$0.40 per UnitThomas Walker , CFO of theDallas Cowboys , andTravis Goff , President ofGoff Capital Inc. , to join the board of GameSquareJason Lake to continue as CEO of Complexity and appointed as GameSquare's Global Head of Esports- High alignment of interest with former shareholders of Complexity owning approximately 47% of the combined company (prior to the brokered private placement) and the consideration shares being subject to a 180-day lock up
- Material revenue synergies going forward via cross-selling GameSquare's agency business throughout Complexity talent and sponsorship
The transaction is an arm's-length transaction as the Company is not a related party to Complexity or any of its shareholders and does not constitute a fundamental change for the Company, nor will it result in a change of control of the Company, within the meaning of the policies of the Canadian Securities Exchange. As the transaction constitutes a significant acquisition for purposes of National Instrument 51-102 – Continuous Disclosure Obligations ("NI 51-102"), the Company will file a business acquisition report within 75 days from the date hereof as required pursuant to NI 51-102.
Bought Deal Offering
GameSquare has entered into an agreement with
Each Unit shall consist of one common share of GameSquare (a "Common Share") and one-half (1/2) of one purchase warrant of GameSquare (each whole warrant, a "Warrant"). Each Warrant shall be exercisable for one Common Share at an exercise price of
The net proceeds of the Offering, along with the Jones' and Goff's investments of
The closing of the Offering is expected to occur on or about
On
Prior to the Purchase Agreement, neither Blue & Silver or Goff owned or controlled, directly or indirectly, securities of GameSquare. After giving effect to the Purchase Agreement, the Blue & Silver beneficially owns or controls 56,871,872 common shares of Gamesquare, representing 28.66% of the issued and outstanding common shares, and Goff beneficially owns or controls 18,957,291 common shares of GameSquare, representing 9.55% of the issued and outstanding common shares.
The common shares of GameSquare acquired by Blue & Silver and Goff were acquired for investment purposes. In accordance with applicable securities laws, Blue & Silver or Goff, may from time to time and at any time, directly or otherwise, increase or decrease its ownership of common shares of GameSquare in the future and each of Blue & Silver and Goff reserves the right to acquire or dispose of any or all of the common shares in accordance with applicable securities laws depending on market conditions, the business and prospects of the Company and other relevant factors.
Each of Blue & Silver and Goff will file an early-warning report in accordance with applicable Canadian securities laws under the Company's profile on www.SEDAR.com.
The Common Shares have not been, and will not be, registered under the
Advisors
Canaccord Genuity acted as exclusive financial advisor to GameSquare in connection with the Transaction. GameSquare was represented by
About
Forward-Looking Information
This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate, among other things, to: the opportunities within esports, the Company's growth and synergies following the transaction, the Company's expected revenue, the business, objectives and operations of the Company, closing of the Offering and the expected timing and the Company's ability to execute its business plan. Forward-looking statements are necessarily based upon a number of estimates and assumptions including the Company realizing the expected benefits and synergies of the transaction, the Company and its subsidiaries being able to grow their business and being are able to execute on their strategies, the financial impact of the transaction being as currently expected by management and the continued growth of the Company's and its subsidiaries revenue. The Company believes the expectations and material factors and assumptions reflected in these forward-looking statements are reasonable, they are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: the ability of the Company to close Offering and its timing, the anticipated benefits of the transaction, the ability of the Company to obtain future financings on acceptable terms, the Company's future objectives and strategies and ability to achieve those objectives, the Company's size and position in the industry and potential growth strategy, proposed acquisitions and general business, economic, competitive, political and social uncertainties including the impact of the COVID-19 pandemic. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release.
The estimates of revenues may be considered "future oriented financial information" or "financial outlooks" (collectively, "FOFI") within meaning of applicable securities legislation. FOFI has been prepared by the Company's management to provide an outlook of the Company's activities and results including on a proforma basis following the closing of the transaction and the Offering and has been approved as of the date of this news release. The Company believes that the prospective financial information has been prepared on a reasonable basis, reflecting management's best estimates and judgments, and represents, to the management's knowledge and opinion, the Company's course of action. The reader is cautioned that this information may not be appropriate for any other purpose and the reader should not place undue reliance on such future-oriented financial information and financial outlooks. FOFI, as with forward-looking statements generally, are, without limitation, based on assumptions and subject to the risks set out above. The Company's actual financial position and results of operations may differ materially from management's current expectations and, as a result, the Company's revenue may differ materially from the revenue provided in this news release. Except as required by law, GameSquare assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.
Neither the Canadian Securities Exchange ("CSE") nor its Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.
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