OverActive Media Corp. completed the acquisition of Substiantially all assets of Goatch Global, S.L. and Team Randomk Esports S.L.
March 29, 2024
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OverActive Media Corp. (TSXV:OAM) entered into a non-binding letter of intent to acquire Substiantially all assets of Goatch Global, S.L. and Team Randomk Esports S.L. for CAD 11.4 million on January 4, 2024. OverActive Media Corp. (TSXV:OAM) entered into a definitive asset purchase agreement to acquire Substiantially all assets of Goatch Global, S.L. and Team Randomk Esports S.L. for CAD 11.4 million on January 22, 2024. Under the terms of agreement, OverActive will issue up to 60 million common shares, consisting of 45 million Initial Consideration Shares and up to 15 million Earn Out Shares to complete the transaction. The transaction is subject to OverActive board approval and the execution of the Definitive Agreements. Upon closing of the transaction, Gabriel Saenz de Buruaga, co-founder of Movistar Riders, and Gerard Piqué are expected to join the OverActive's board of directors. As of February 13, 2024, Riot Games ("Riot") has approved the transfer of a VALORANT Champions Tour EMEA ("VCT EMEA") Team Participation Agreement ("TPA") from Goatch Global, S.L. (operating as "KOI") to a subsidiary of the Company. This approval satisfies one of the key conditions to the closing of the Acquisition.
OverActive Media Corp. (TSXV:OAM) completed the acquisition of Substiantially all assets of Goatch Global, S.L. and Team Randomk Esports S.L. on March 1, 2024. After giving effect to the issuance of the Initial Consideration Shares, OAM currently has approximately 125 million Common Shares outstanding, of which 22.5 million (or approximately 18%) are owned by the former owners of Movistar Riders and 22.5 million are owned by KOI. Assuming the issuance of all of the Earn Out Shares, after giving effect to the completion of the Acquisitions, the Company would have approximately 140 million Common Shares outstanding, of which 30 million (or approximately 21.4%) of which would be owned by the former owners of Movistar Riders and 30 million will be owned by KOI (subject to the terms of the KOI acquisition agreement, which provides that KOI will not be issued any Common Shares to the extent that the issuance of those shares would result in KOI owning 20% or more of the outstanding Common Shares).
OverActive Media Corp. is a Canada-based company delivering sports, media and entertainment products. The Company is focused on esports, videogames, content creation and distribution, culture, and live and online events. Its business activities consist of owning and operating an integrated portfolio of esports teams, as well as audience engagement. Its Team Operations segment includes league share payouts in its various e-sports pro leagues and tournament prize winnings. Its Business Operations segment includes surrounding partnerships, team merchandise sales and live event sales. It operates in three segments: Canada, the United States of America and Europe. It owns team franchises in the Overwatch League, operating as the Toronto Defiant; the Call of Duty League, operating as the Toronto Ultra; the League of Legends EMEA Championship and VALORANT Games Changers, operating as the MAD Lions KOI; and Counterstrike 2, LVP Superlinga, Pokemon, and EA FC, operating as Movistar KOI.