TORONTO--(BUSINESS WIRE)--Playmaker Capital Inc. (TSX-V: PMKR) (“Playmaker” or the “Company”), the digital sports media company that delivers authentic content experiences through its portfolio of sports media brands, today announced that it has mailed, using notice-and-access procedures, the management information circular (the “Circular”) and related materials for the special meeting (the “Meeting”) of Playmaker shareholders (the “Company Shareholders”) to approve the previously announced plan of arrangement under the Business Corporations Act (Ontario) (the “Arrangement”), pursuant to which Better Collective A/S (“Better Collective”) (STO, XCSE: BETCO) has agreed to acquire all of the issued and outstanding common shares of Playmaker (the “Company Shares”). Each Company Shareholder will receive, at such Company Shareholder’s election on the closing of the Arrangement, for each Company Share held: (a) $0.70 in cash, (b) 0.0206 of an ordinary share in the capital of Better Collective (each ordinary share, a “Better Collective Share”) or (c) a combination of $0.245 in cash and 0.0134 of a Better Collective Share, in each case subject to proration, all as more particularly described in the Circular (the “Transaction”) and Playmaker’s news release dated November 7, 2023.
The Meeting is scheduled to be held via live audio webcast on January 22, 2024 at 10:00 a.m. (Toronto time) at https://web.lumiagm.com/#/205606471. Company Shareholders of record as of the close of business on December 11, 2023 are entitled to receive notice and vote at the Meeting.
The board of directors of Playmaker, after evaluating the Arrangement with management and Playmaker’s legal and financial advisors, including receipt of a fairness opinion from Canaccord Genuity Corp., has unanimously determined the Arrangement is in the best interests of Playmaker and is fair to Company Shareholders (other than to certain rollover shareholders, being Jordan Gnat, JPG Investments Inc. and their respective affiliates) and unanimously recommends that Company Shareholders vote FOR the Arrangement.
On December 14, 2023, the Ontario Superior Court of Justice (Commercial List) (the “Court”) granted an interim order providing for the calling and holding of the Meeting and certain other matters related to the Meeting and the Arrangement. A copy of the interim order is included in the Circular.
The anticipated hearing date for the application for the final order of the Court (the “Final Order”) is January 24, 2024. Subject to obtaining the required approval of the Company Shareholders at the Meeting, the Final Order and the satisfaction or waiver of other customary closing conditions contained in the arrangement agreement entered into between Playmaker and Better Collective on November 6, 2023, including the approval of certain U.S. gaming authorities and approval under the Investment Canada Act, the Arrangement is anticipated to be completed in the first quarter of 2024.
The Circular provides important information on the Arrangement and related matters, including voting procedures and instructions for shareholders unable to attend the Meeting. Company Shareholders are urged to read the Circular and its appendices carefully and in their entirety. The Circular is available on Sedar+ at www.sedarplus.ca and on Playmaker’s website.
Company Shareholders who have questions regarding the Arrangement or require assistance should consult their financial, legal, tax or other professional advisor.
Caution Regarding Forward-Looking Statements
Certain information set forth in this news release including, without limitation, Playmaker’s management’s expectations with respect to the anticipated benefits of the Arrangement; the anticipated timing for the Meeting to approve the Transaction; the timing and anticipated receipt of required regulatory approvals; and the anticipated timing for closing the Transaction, is forward-looking information within the meaning of applicable securities laws. Forward-looking information may in some cases be identified by words such as “will”, “anticipates”, “expects”, “intends” and similar expressions suggesting future events or future performance.
By its nature, forward-looking information is subject to numerous risks and uncertainties, some of which are beyond Playmaker’s control. The forward-looking information contained in this news release is based on certain key expectations and assumptions made by Playmaker, including expectations and assumptions concerning the anticipated benefits of the Transaction and the receipt, in a timely manner, of regulatory, shareholder and court approvals.
Forward-looking information is subject to various risks and uncertainties which could cause actual results and experience to differ materially from the anticipated results or expectations expressed in this news release. The key risks and uncertainties include, but are not limited to: general global economic, market and business conditions; governmental and regulatory requirements and actions by governmental authorities; relationships with employees, customers, business partners and competitors; and diversion of management time on the Transaction. There are also risks that are inherent in the nature of the Transaction, including failure to satisfy the conditions to the completion of the Transaction and failure to obtain any required regulatory and other approvals (or to do so in a timely manner). The anticipated timeline for completion of the Transaction may change for a number of reasons, including the inability to secure necessary regulatory, court or other approvals in the time assumed or the need for additional time to satisfy the conditions to the completion of the Transaction. As a result of the foregoing, readers should not place undue reliance on the forward-looking information contained in this news release concerning the timing of the Transaction. A comprehensive discussion of other risks that impact Playmaker can also be found in Playmaker’s public reports and filings, which are available under Playmaker’s company profile on Sedar+.
Readers are cautioned that undue reliance should not be placed on forward-looking information as actual results may vary materially from the forward-looking information. Playmaker does not undertake to update, correct or revise any forward-looking information as a result of any new information, future events or otherwise, except as may be required by applicable law.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
ABOUT PLAYMAKER CAPITAL INC.
Playmaker Capital Inc. (TSX-V: PMKR; OTC: PMKRF) is a digital sports media company that acquires and integrates premier fan-centric media brands, curated to deliver highly engaged audiences of sports fans to tier one advertisers, online sports betting operators, and sports federations and leagues. Leveraging its in-house technology stack, Bench, and with a 360-degree view of sports fans, Playmaker delivers authentic digital content experiences for sports fans and best-in-class results for its partners across the Americas. Playmaker reports in U.S. dollars, except where noted otherwise, and in accordance with International Financial Reporting Standards.
For more information, visit: http://www.playmaker.fans or contact Playmaker Chief Executive Officer Jordan Gnat via email jgnat@playmaker.fans | T: (416) 815-4993
To sign up for Playmaker’s Investor Alerts, visit: playmaker.fans/investors.
ABOUT BETTER COLLECTIVE A/S
Better Collective (STO, XCSE: BETCO) owns a portfolio of national and global sports media brands and operates numerous digital sports media and communities. At its core, Better Collective produces a range of sports coverage that spans from popular leagues such as the Premier League and the NFL to niche competitions. Better Collective’s brands are an integral part of the sports entertainment industry with an audience of more than 180 million monthly visits from fans exploring the world of sports through a wide range of content such as video formats, podcasts, editorial sports news as well as expert and data insights and betting tips regarding the latest and upcoming sports events. Through its sports media brands like Action Network, HLTV, RotoGrinders, VegasInsider and FUTBIN, Better Collective caters to dedicated as well as casual sports fans who seek engaging sports content. As such, Better Collective is an attractive partner for businesses, including online gambling and betting, aiming to gain the attention of Better Collective’s vast audience with their commercial messages. To learn more about Better Collective please visit bettercollective.com.
