The issuer resulting from the Transaction is expected to remain a diversified entertainment company with esports and gaming and media divisions, and to carry on the current business of TGS and Midnight. The Transaction with Midnight is intended to provide the Company with an opportunity to drive additional revenue through digital inventory while also reaching a larger audience of gaming enthusiasts globally. It is expected that upon completion of the Transaction Midnight will pursue a listing on the
TGS's previously announced Securities Exchange Agreement (https://www.newswire.ca/news-releases/tgs-esports-to-acquire-reinhart-digital-tv-and-nexttrip-in-business-combination-with-nextplay-technologies-818863016.html) with NextPlay Technologies, Inc.,
“This is an exciting day for all of us at TGS. Ken and the team at Midnight have built an amazing piece of entertainment technology that fits right in with our future goals at TGS. The alignment here is perfect and we cannot wait to dive in and get to work with Midnight,” said
“The future for
Summary of Acquisition
The Term Sheet sets out the principal terms on which the parties have agreed to complete the Transaction. The parties have agreed to negotiate in good faith to formalize completion of the Transaction (the "Closing Date") on or before
On Closing, Midnight will acquire all of the issued and outstanding common shares of TGS (the "TGS Shares") at a deemed price of
Each outstanding security of TGS that is convertible or exchangeable for TGS Shares will be exchanged for corresponding securities that are convertible or exchangeable for Midnight Shares on substantially the same economic conditions.
On Closing, Midnight will enter into employment agreements with
The Company has also agreed, pursuant to the Transaction, that following Closing it will complete a consolidation of the TGS Shares on the basis of 40 pre-consolidation shares for 1 post-consolidation shares (the "Consolidation"). The Consolidation will be subject to shareholder approval.
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable, disinterested shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of
The
About
On behalf of the Board of Directors
Disclaimer for Forward-Looking Information
This news release contains "forward-looking statements." Statements in this news release that are not purely historical are forward-looking statements and include any statements regarding beliefs, plans, expectations, or intentions regarding the future. Such forward-looking statements include, among other things statements regarding the Transaction and business of the issuer resulting from the Transaction. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. The reader is cautioned that assumptions used in preparing forward-looking statements may prove incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company, including that a binding agreement may not be entered into with respect to the Transaction, that even if a binding agreement is entered into that the Transaction may not be completed, and that the Company may not identify or complete on any strategic transactions, or that if they do complete such transactions that those transactions will be beneficial for the business of the Company. The reader is cautioned not to place undue reliance on any forward-looking statement. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. Risks and uncertainties about the Company's business are more fully discussed in the Company's disclosure materials which can be obtained from www.sedar.com. The forward-looking statements contained in this news release are made as of the date of this news release and the Company assumes no obligation to update any forward-looking statement or to update the reasons why actual results could differ from such statements except to the extent required by law.
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For more information:
Aubrey Lovery- alovery@thegamingstadium.com
Source:
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