Combination Creates Global Esports Powerhouse
With these strategic acquisitions complete,
- Service Agreements with renowned streamer
Ibai Llanos and celebrated former professional footballer and entrepeneur Gerard Piqué, who join OverActive as significant shareholders and Brand Ambassadors; - The transfer of a VALORANT Champions Tour (VCT) EMEA license to OverActive;
- The renewal and extension of
Movistar Riders' agreement with Telefónica through 2026, which now represents OverActive's largest financial partnership; and - The addition of esports services, revenues and capabilities across the media, influencer and live event categories in
Madrid ,Barcelona and acrossSpain and theAmericas .
"These acquisitions bring significant synergies and opportunity to OverActive, and we are already seeing their impact across our audience numbers, engagement levels, sponsorships and renewals," said
OverActive has also announced several management changes to better position the organization for the opportunities in its global and local markets:
Fernando Piquer , formerly Co-CEO ofMovistar Riders was named as Chief Strategy OfficerCarlos García-Acevedo , formerly Co-CEO ofMovistar Riders was named as Chief Commercial Officer- Carmen Cardenete, formerly of KOI, was named as VP, Marketing
Mike Schwartzentruber has been promoted to VP, FinanceTill Werdermann has been promoted to VP, Team Operations
"I am proud of the depth and breadth of our team and for the addition and support of the staff and leadership that we have added through these transactions. Each of these talented individuals will be members of our Executive Leadership Team and work alongside myself to build out the strong, powerful, and profitable business that is our shared vision," added
In line with the transformative growth of the organization,
- Gerard Piqué brings his vast experience in sports, entertainment, and business development to the board. Mr. Piqué's strategic insights and network will be invaluable as OverActive continues to expand its footprint in the esports industry.
Gabriel Sáenz de Buruaga , a respected media agency executive and co-founder ofMovistar Riders , will leverage his deep knowledge of the digital and advertising landscapes to guide OverActive's strategic direction. His expertise in media and telecommunications will support the Company's growth initiatives and partnerships.
"The addition of Gerard Piqué and
The consideration paid by OverActive for each of the acquisitions consists of up to 30 million common shares of the Company ("Common Shares"), of which 22.5 million Common Shares were issued at closing (the "Initial Consideration Shares") and up to 7.5 million Common Shares (the "
In the case of the KOI acquisition: (i) 7.1 million of the Initial Consideration Shares will be escrowed for five years, with 20% of the escrowed shares released on each anniversary of closing; (ii) 12.1 million of the Initial Consideration Shares will be subject to lock-up for seven years, with 1/7 of the locked-up shares released on each anniversary of closing and (iii) 3.3 million of the Initial Consideration Shares will be issued free of any escrow or lock-up restrictions.
After giving effect to the issuance of the Initial Consideration Shares, OAM currently has approximatley 125 million Common Shares outstanding, of which 22.5 million (or approximately 18%) are owned by the former owners of
For further details regarding the terms of the Acquisitions please refer to OverActive's press releases of
In accordance with the requirements of National Instrument 62-103, KOI announces that it has filed an early warning report related to its acquisition of Common Shares.
KOI acquired 22.5 million Common Shares in exchange for the esports assets it sold to OverActive. Prior to the acquisition of these shares (and after giving effect to the completion of OverActive's acquisition of the KOI esports assets and
The 22.5 million Initial Consideration Shares acquired by KOI are subject to escrow and lock-up restrictions as follows: (i) 7.1 million of the Initial Consideration Shares have been escrowed for five years, with 20% of the escrowed shares released on each anniversary of closing; (ii) 12.1 million of the Initial Consideration Shares are subject to lock-up for seven years, with 1/7 of the locked-up shares released on each anniversary of closing and (iii) 3.3 million of the Initial Consideration Shares were issued free of any escrow or lock-up restrictions.
KOI acquired the Common Shares for investment purposes. In the future, KOI will evaluate its investment in the Company from time to time and may, based on such evaluation, market conditions and other circumstances, increase or decrease its shareholdings as circumstances require through market transactions, private agreements, or otherwise.
A copy of the early warning report filed by KOI may be obtained under the Company's profile on SEDAR+.
This press release contains statements which constitute "forward-looking statements" and "forward-looking information" within the meaning of applicable securities laws (collectively, "forward-looking statements"), including statements regarding the plans, intentions, beliefs and current expectations of OverActive with respect to the Acquisitions. Forward-looking statements are often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions and includes information regarding (a) the completion of the acquisitions, (b) the benefits expected to result from the acquisitions by the Company, (c) the future performance of
Investors are cautioned that forward-looking statements are not based on historical facts but instead OverActive management's expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although OverActive believes that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties, and undue reliance should not be placed thereon, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the OverActive. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements are the following: risks associated with the integration of the Acquisitions and the performance of
Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although OverActive has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended and such changes could be material. OverActive does not intend, and does not assume any obligation, to update the forward-looking statements except as otherwise required by applicable law.
OverActive Media Corp. (TSXV: OAM) is headquartered in
KOI is the
The club is headquartered at the Movistar eSports Center, in Matadero Madrid, a high-performance center where both players and coaching staff have the most advanced means to develop their activity at the highest level.
For more information, visit the club's official website: https://www.movistarriders.gg/
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
SOURCE
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