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, is pleased to announce the closing of its previously announced plan of arrangement under the Business Corporations Act (Ontario) (the "Arrangement") with Better Collective A/S ("Better Collective").
Jordan Gnat, Co-Founder and Chief Executive Officer of Playmaker, said "Today the Playmaker family begins the next phase of our journey by joining the Better Collective family. As the teams have gotten to know each other over the past few months I have been inspired by the cultural fit and the excitement for this opportunity going forward by both teams. A special thank you to Jesper, Christian and the Better Collective team for the confidence you have shown in our team. We are as excited as ever to continue this journey with all of you. I would also like to thank all the Playmaker Shareholders for their support of Playmaker and look forward to their continued support of Better Collective as together we become the leading digital sports media group."
Jesper Søgaard, Co-Founder and Chief Executive Officer of Better Collective, said "I am truly excited for the completion of the acquisition of Playmaker Capital which marks a significant step towards our vision of becoming the leading digital sports media group. Over the last few months, we have had great discussions with the management team of Playmaker and these have reinforced my confidence in the combined future of our organizations. I look forward to welcoming the entire Playmaker team and its leading sports media brands to the Better Collective group and to realize the many synergies that lie ahead for our business."
Transaction Details
Pursuant to the Arrangement, Better Collective acquired all of Playmaker's issued and outstanding common shares (the "Common Shares"). Shareholders of Playmaker, other than the Rollover Shareholders in respect of their Rollover Shares (as defined below) (the "Playmaker Shareholders") will receive, for each Common Share held, at the election of such Playmaker Shareholder, either (a) C$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 C$0.245 in cash and 0.0134 of a Better Collective Share, in each case subject to proration to ensure that the aggregate of the cash consideration payable under the Arrangement (other than with respect to the Rollover Shares) does not exceed 35% of the total consideration payable to Playmaker Shareholders and the aggregate value of the share consideration issuable under the Arrangement (other than with respect to the Rollover Shares) does not exceed 65% of the total consideration payable to Playmaker Shareholders.
In addition, Jordan Gnat, JPG Investments Inc. and their affiliates (the "Rollover Shareholders") have rolled a portion of their Common Shares for Better Collective Shares (the "Rollover Shares") and as such, the Rollover Shareholders will receive consideration for the Rollover Shares consisting of approximately C$0.175 in cash (representing 25% of the aggregate consideration received in respect of the Rollover Shares) and 0.0155 of a Better Collective share (representing 75% of the aggregate consideration received in respect of the Rollover Shares).
In addition, the Rollover Shareholders and Relay Ventures Fund III Capital Inc., the two largest Playmaker Shareholders prior to completion of the Arrangement, have agreed not to transfer or sell the Better Collective Shares they receive on closing of the Arrangement for a period of up to 3 years and 2 years, respectively, subject to the terms of their lock-up agreements.
The Common Shares are expected to be delisted from the TSX Venture Exchange ("TSXV") and Playmaker intends to apply to cease to be a reporting issuer under applicable Canadian securities laws. Registered shareholders of Playmaker are reminded to submit a duly completed letter of transmittal and election form, together with their share certificate(s), DRS advice statement(s) or other evidence representing their Common Shares, to Odyssey Transfer and Trust Company ("Odyssey"), Playmaker's depositary, in order to receive the consideration under the Arrangement.
Non-registered shareholders of Playmaker are not required to submit a letter of transmittal. Non-registered shareholders will receive the consideration to which they are entitled under the Arrangement through the intermediary in whose name their Common Shares are held. Non-registered shareholders should consult with their broker or intermediary to confirm what, if anything, they must do to receive such consideration.
Within five business days from today, Odyssey will deliver by first class mail to all registered Playmaker Shareholders and intermediaries an account statement specifying their entitlement to the Better Collective Shares under the Arrangement (which will reflect their consideration election and applicable proration), along with a share instruction form (the "BC Share Instruction Form") to be completed and returned to Odyssey, which will provide each registered Playmaker Shareholder and intermediary with an option to either (i) transfer their Better Collective Shares to a brokerage or custody account in their name that is permitted to hold the Better Collective Shares, or (ii) sell such Better Collective Shares in the local market via the facilities of Nasdaq Stockholm and/or Nasdaq Copenhagen (as applicable), or via an electronic exchange that will settle and be recorded on Nasdaq Stockholm and/or Nasdaq Copenhagen (as applicable), at the market price when such trade is executed, and remit to such registered Playmaker Shareholder or intermediary the cash proceeds from the sale, subject to applicable withholding taxes (if any). Playmaker Shareholders are encouraged to review the management information circular of Playmaker dated December 15, 2023, which is available on Playmaker's company profile on SEDAR+ at www.sedarplus.ca, for further information about the BC Share Instruction Form.
ADDITIONAL REQUIRED EARLY WARNING REPORT INFORMATION
Following completion of the transaction, Better Collective has acquired beneficial ownership and control over 100% of the issued and outstanding Common Shares. Prior to closing of the Arrangement, Better Collective held no Common Shares.
This press release is being issued, in part, pursuant to National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which requires a report to be filed under Playmaker's profile on SEDAR+ at www.sedarplus.ca containing additional information respecting the foregoing matters. You may also contact Amalie Juel Maglehøj at Investor@bettercollective.com to obtain a copy of the early warning report once filed.
ABOUT PLAYMAKER CAPITAL INC.
Playmaker Capital Inc. (TSX-V: PMKR) 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.
Forward-Looking Information
This press release contains "forward-looking statements" within the meaning of the applicable Canadian securities laws. These statements can be identified by the use of forward-looking terminology such as "expects," "believes," "estimates," "projects," "intends," "plans," "goal," "seeks," "may," "will," "should," or "anticipates" or the negative or other variations of these or similar words, or by discussions of future events, strategies or risks and uncertainties. Specifically, forward-looking statements include, but are not limited to, statements regarding the Company's delisting from the TSXV and its reporting issuer status. Such statements are all subject to risks, uncertainties and changes in circumstances that could significantly affect the Company's future financial results and business.
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.
Contacts
MEDIA & INVESTOR RELATIONS CONTACTS
Elias Blahacek - E: elias@playmaker.fans | T: (416) 254-4345
