Better Collective A/S (OM:BETCO) entered into a definitive agreement to acquire Playmaker Capital Inc. (TSXV:PMKR) from Jordan Gnat, Relay Ventures Parallel Fund III L.P. managed by Relay Ventures and others for approximately CAD 170 million on November 6, 2023. Under the transaction, the holders of Playmaker Capital common shares will receive consideration of CAD 0.7 per share. The consideration comprises cash and shares of Better Collective. Playmaker Capital?s shareholders will be able to elect either CAD 0.70 in cash or 0.0206 shares of Better Collective per Playmaker Capital common share, subject to proration and an aggregate cap of 65% shares in Better Collective and 35% in cash. Playmaker Capital shareholders who do not elect cash or shares of Better Collective (subject to proration) will receive a default consideration of CAD 0.245 in cash (35%) and 0.0134 shares of Better Collective (65%) per Playmaker Capital common share. The cash consideration will be paid by existing cash on the balance sheet and already established bank credit facilities. Following the closing of the transaction, Playmaker Capital will be a wholly owned subsidiary of Better Collective.

The Transaction is to be effected by way of a court-approved plan of arrangement and is expected to close in the first quarter of 2024, subject to receipt of 66 2/3% of the votes cast by Playmaker shareholders and court approvals, a required regulatory approval and customary closing conditions. Completion of the Transaction is not subject to any financing condition. Playmaker?s board of directors has unanimously concluded that the Transaction is in the best interests of Playmaker and recommends that Playmaker shareholders vote in favor of the Transaction. Playmaker shareholders representing approximately 50% of Playmaker?s issued and outstanding common shares, including several of Playmaker?s largest shareholders and each of the Company?s directors and named executive officers, have entered into a voting support agreement pursuant to which each has committed to vote in favour of the Transaction. The Transaction is subject to other customary closing conditions, including the approval of certain U.S. gaming authorities and approval under the Investment Canada Act.

Canaccord Genuity Corp. acted as independent financial advisor to Playmaker?s board of directors and also delivered a fairness opinion to Playmaker?s board of directors. Oakvale Capital LLP is acting as financial advisor and Goodmans LLP is acting as legal advisor to Playmaker in connection with the Transaction. Moelis & Company LLC are acting as exclusive financial advisor, Stikeman Elliott LLP, BechBruun Law Firm P/S and Greenberg Traurig LLP are acting as legal advisors and PriceWaterhouseCoopers acted as accounting and tax advisor to Better Collective in connection with the transaction.