WPT Enterprises, Inc. (Nasdaq: WPTE – the “Company”) today
announced that Gamynia Limited (“Gamynia”), a company which forms
part of a privately held investment group with substantial holdings
in a range of diversified assets, has agreed to acquire
substantially all of the Company’s operating assets other than
cash, investments and certain excluded assets. Gamynia will pay the
Company $9,075,000 plus a percentage of future revenues earned by
Gamynia from the World Poker Tour® and Professional Poker Tour®
brands.
Under ownership of Gamynia, the World Poker Tour and
Professional Poker Tour brands will continue all operations
including the Company’s television, sponsorship, distribution and
licensing units and will under the agreement enter the online
gaming market. Gamynia has secured the services of an industry
leading online gaming marketing company Hardway Investments Ltd.
which will seek to exploit and develop the WPT brands with the goal
of maximizing future revenue opportunities.
Under the asset purchase agreement, the Company will sell its
television library, including all related intellectual property
rights, brand names, trade names, certain assumed contracts and
tangible personal property. Gamynia will assume specified
liabilities including one of the two corporate leases. The Company
will retain its cash and cash equivalents, investments in debt
securities and put rights, certain other investment and litigation
assets, and future foreign sponsorship revenues from the
sponsorship of Seasons Four, Five and Six of the World Poker Tour
and Season One of the Professional Poker Tour by PartyGaming and
the license of Season Seven of the World Poker Tour to PokerStars.
The Company will also retain certain office lease obligations and
all of its employee obligations.
The net cash proceeds from the asset sale will be retained by
the Company and the Company plans to use the cash to develop or
acquire a non-poker related business. The Company does not
currently intend to distribute any proceeds from the asset sale to
the Company’s stockholders.
Closing Conditions and Stockholder Approval
The asset purchase transaction is subject to specified closing
conditions. The obligation of Gamynia to complete the transaction
is subject to the absence of changes or circumstances that are
materially adverse to the Company’s financial condition, assets,
business or results of operations and other customary closing
conditions. The Company’s obligation to complete the asset sale is
subject to the approval by the Company’s stockholders of the asset
sale transaction and other customary closing conditions. The
Company and Gamynia currently expect to complete the transaction in
the fourth quarter of 2009.
The transaction must be approved by a majority of the holders of
the Company’s outstanding common stock. To that end, and as
described further below, the Company expects to hold a special
meeting of stockholders and in connection therewith to mail a proxy
statement to its stockholders that will provide additional
information concerning the asset sale transaction and the asset
purchase agreement. Certain significant Company stockholders,
representing approximately 39% of the Company’s common stock, have
entered into voting agreements committing to vote in favor of the
asset sale transaction to Gamynia.
“We believe this transaction will enable the World Poker Tour to
realize its full potential across both its existing businesses and
the lucrative online gaming market. Gamynia and its partners
possess highly complimentary resources which will help it invest in
and effectively integrate with the World Poker Tour efficiently and
profitably,” said Steve Lipscomb, President and CEO of WPT
Enterprises.
“The World Poker Tour was the catalyst for the 2003 poker boom
in the United States that quickly gave rise to a global poker
phenomenon. The massive international business markets that have
evolved from that phenomenon have been dominated and driven by the
lucrative online gaming business. The World Poker Tour as a
stand-alone entity has struggled to find the appropriate place for
its stockholders in this fast evolving market. The World Poker Tour
brand continues to grow around the world and has managed to make
casinos and online gaming concerns cooperate in unique and mutually
beneficial ways. In Gamynia, we have found a partner that already
understands and fosters a spirit of cooperation in the online
marketplace. We believe that Gamynia and Hardway Investments Ltd.
are uniquely positioned to join with our current partners and guide
the World Poker Tour brands to fulfill their potential in the
global poker marketplace. Our Board of Directors believes that WPTE
shareholders will derive more benefit from the WPT and PPT brands
in cooperation with these significant online gaming entities. Of
particular importance for our partners is the fact that Hardway
Investments has an established track record of creating revenues
and value in the online gaming marketplace. We should benefit for
many years from our participation in those revenues streams. After
the transaction, WPTE will move forward under a new name and will
employ our cash in a new venture by developing a new business or
combining, through one or more strategic transactions, with
companies that have significant unrealized value or growth
potential” said Steve Lipscomb, President and CEO of WPT
Enterprises.
Important Additional Information about the Asset Sale will be
filed with the SEC
The Company plans to file with the U.S. Securities and Exchange
Commission (“SEC”) and mail a proxy statement to its stockholders
in connection with the asset sale transaction and the asset
purchase agreement. The proxy statement will contain important
information about the Company, Gamynia and the guarantor of
Gamynia’s obligations, Borucoral Limited, and related matters.
Investors and security holders are urged to read the proxy
statement carefully when it is available.
The Company’s investors and security holders will be able to
obtain free copies of the proxy statement and other documents filed
by the Company with the SEC through the website maintained by the
SEC at www.sec.gov. In addition, the Company’s investors and
security holders will be able to obtain free copies of the proxy
statement by contacting WPT Enterprises, Inc., Attn.: Investor
Relations, 5700 Wilshire Blvd., Suite 350, Los Angeles, California,
90036 or by calling 323-330-9900.
The Company and its directors and executive officers, may be
deemed to be participants in the solicitation of proxies with
respect to the asset sale transaction and the asset purchase
agreement. Information regarding the Company’s directors and
executive officers is contained in the Company’s Annual Report on
Form 10-K for the year ended December 28, 2008 and its
Proxy Statement dated March 31, 2009, which were filed with
the SEC.
About WPT Enterprises, Inc.
WPT Enterprises, Inc. is one of the most recognized names in
internationally televised gaming and entertainment with brand
presence in land-based tournaments, television, online and mobile.
WPTE has led innovation in the sport of poker since 2002, when it
ignited the global poker boom with the creation of the World Poker
Tour television show. Based on a series of high stakes poker
tournaments, the World Poker Tour is now broadcast globally and is
currently filming its all-new eighth season for broadcast on Fox
Sports Net’s national sports network in the United States. WPTE
also offers a unique online subscription and sweepstakes-based
poker club, ClubWPT.com, which operates in 38 states across the
U.S. WPTE also participates in strategic brand license, partnership
and sponsorship opportunities. For more information, see
www.worldpokertour.com. (WPTEG)
Safe Harbor for Forward-Looking Statements
The Private Securities Litigation Reform Act of 1995 provides a
"safe harbor" for forward-looking statements. Certain information
included in this press release (as well as information included in
oral statements or other written statements made or to be made by
executive officers or directors of the Company) contains statements
that are forward-looking, such as expectations about the asset
purchase agreement, the retention of the net cash proceeds by the
Company, the timetable for completing the transaction, the ability
to enter into one or more strategic transactions to combine with
another company, future revenues earned by Gamynia with the brands
and the Company’s participation in the future revenues, and the
proxy statement to ask Company stockholders to approve the asset
purchase agreement. Such forward-looking information involves
important risks and uncertainties that could significantly affect
anticipated results in the future and, accordingly, such results
may differ from those expressed in any forward-looking statements
made by or on behalf of the Company. These risks and uncertainties
include, but are not limited to, the risk that the Company’s
stockholders do not approve the asset purchase agreement, the risk
that the asset sale is not closed, the risk that the Company does
not acquire or develop another business using the cash proceeds
from the asset sale, and the risk that Gamynia does not earn
significant future revenues with the brands and that the Company
does not participate in the future revenues. For more information,
review the Company’s filings with the SEC.
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