“Cut+Sew/Zoned is an exciting company that operates at the intersection of gaming, sports and new media,” said
Transaction Highlights
- Cut+Sew/Zoned is a dynamic gaming and lifestyle marketing agency based in
Los Angeles, California ; - Clients of Cut+Sew/Zoned have included multiple Fortune 100 consumer brands and exciting gaming companies such as Amazon’s Crown Channel, Tiv, Mavix Chairs, HyperX, and Play One Up;
- Expected to add additional marketing and strategy capabilities with a focus on traditional sports, gaming, emerging technology, new media, music, and fashion;
- Transaction anticipated to add a high revenue growth, profitable gaming and lifestyle marketing agency to GameSquare’s growing portfolio of companies;
- Total consideration of up to
$7.85 million paid in a combination of cash and GameSquare common shares, including earnouts based on EBITDA of up toUS$1.5 million ; - Represents an acquisition multiple of 1.6 times enterprise value (“EV”)/sales and 4.1 times EV/EBITDA, if earnout milestones are achieved over 24 months following closing.
As consideration for the Transaction, GameSquare issued 2 million of its common shares (“Common Shares”) at a deemed price of
The Transaction is an arm’s length transaction for the purposes of the policies of the Canadian Securities Exchange (the “CSE”). GameSquare did not pay any finder’s fees in connection with the Transaction.
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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 Company’s ability to integrate Cut+Sew/Zoned and its management team into its business, the anticipated benefits of the Transaction, including its expected contribution to building the Complexity Gaming brand and the expected impact on the Company’s future revenue and EBITDA profile, the proposed synergies among GameSquare and Cut+Sew/Zoned, the business and operations of the Company, and the Company’s ability to execute its business plan. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, 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: general business, economic, competitive, political and social uncertainties. 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. 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.
Source:
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