ESE Entertainment Inc. is pleased to announce, further to its press release on September 30, 2021, that it has entered into a binding share purchase agreement to acquire Frenzy sp. z.o.o. , a European esports media and technology company.
Frenzy is a media and production infrastructure company focused on the video game industry. The company creates and executes esports and gaming events, broadcasts, and media content. It also operates professional mobile, automated TV equipment, allowing it to produce reality shows from every part of the globe. Its main revenue streams include TV production, events and league organizations, and advertising campaigns. Frenzy is founded and majority owned by Piotr Zak, a Member of the Supervisory Board of Cyfrowy Polsat S.A., one of the largest digital platforms in Europe and the largest in Central and Eastern Europe.
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Under the terms of the Agreement, ESE will acquire 100% of the issued and outstanding shares of Frenzy (the “Transaction”). The purchase price will consist of (i) CAD $1,242,500 in cash payable on the closing of the Transaction (the “Closing”), subject to a customary working capital adjustment; (ii) CAD $1,242,500 in cash payable six months following the Closing; (iii) 656,606 common shares of the Company (each, a “Common Share”) issuable on Closing; and (iv) up to 1,363,720 Common Shares (the “Earn Out Shares”) to be released in four equal installments every 6 months (each such installment, an “Installment”), with the first Installment being issuable on the last day of Frenzy’s second full fiscal quarter following Closing. The Agreement will also contain an earn-out, whereby if Frenzy does not achieve certain revenue-based milestones during the earn-out period (commencing on Closing and ending two years thereafter), the number of Earn Out Shares issuable under the Agreement will be reduced proportionately. The Company has also agreed to discharge a loan owed by Frenzy in the amount of PLN 377,329 (approximately C$117,914) concurrently with Closing.
Frenzy’s key personnel have agreed to continue to run the operations of Frenzy after Closing, to ensure continuous business operations and a smooth transfer of Frenzy’s business to the Company.
Closing of the Transaction is subject to customary closing conditions, including TSX Venture Exchange approval.
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Konrad Wasiela, CEO of ESE, commented, “We are excited to sign this agreement with Frenzy, a leading production and technology company for the esports industry. Frenzy has contracts with some of the world’s largest gaming publishers and delivers a suite of products and services that complement ESE perfectly. By completing the anticipated transaction, ESE will strengthen its position and deliver a fully supported 360 solution for the esports and gaming industry. We believe that anticipated synergies will be clear and immediate. Further, the acquisition of Frenzy allows us to expand our relationship with media conglomerate Polsat, which further provides tier-1 infrastructure for expansion. I am also pleased to say that Piotr Zak, the Founder of Frenzy, and his excellent team will be retained to help drive the business to new heights.”
Piotr Zak, Founder of Frenzy, commented, “We are very pleased to execute the Share Purchase Agreement with ESE and move into the acquisition closing process. The anticipated merger with ESE will be a major catalyst in our ambitious growth plans and we are already working together to execute on our business pipeline. By combining resources and expertise – we believe we can scale internationally and grow even faster than before.”