Filed by World Wrestling Entertainment, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: World Wrestling Entertainment, Inc.
Commission File No. 001-16131
Date: May 3, 2023
On May
3, 2023, World Wrestling Entertainment, Inc. (“WWE”) hosted a
conference call to review its first quarter 2023 earnings (“Q1
2023”). The following are excerpts from the Q1 2023 earnings
release and related presentation relating to the proposed business
combination with Endeavor Group Holdings, Inc. (the “Proposed
Transaction”).
The
excerpts below contain only those portions of the Q1 2023 earnings
release relating to discussions of the Proposed
Transaction:
WWE and Endeavor Transaction Highlights
|
• |
As previously disclosed, on April 3, 2023, WWE and Endeavor
announced an agreement to combine WWE and UFC to form a new,
publicly listed company. Upon close, Endeavor will hold a 51%
controlling interest and existing WWE shareholders will hold a 49%
interest in the new company |
|
• |
The transaction values UFC at an enterprise value of $12.1
billion and WWE at an enterprise value of $9.3 billion.
The transaction represents a contribution price of WWE of
approximately $106 per share (before any post-closing
dividend) |
|
• |
Following the closing, the new public company, in which WWE
shareholders will initially hold 100% of the economic interest, is
expected to issue a post-closing dividend consisting of excess cash
at WWE |
|
• |
The transaction is expected to close in the second half of
2023. The transaction is subject to the satisfaction of customary
closing conditions, including receipt of required regulatory
approvals |
“Strategically, we entered into a historic agreement with Endeavor
to create a one-of-a-kind company. With WWE and UFC we intend to
form a global sports and entertainment business that has the
potential to unlock vast growth opportunities for both businesses.
We believe that bringing these two iconic and highly complementary
brands together will allow us to increasingly capitalize on the
rapidly expanding, global appetite for live sports events and
premium entertainment content, with the goal being to maximize
value for our shareholders.”
WWE and Endeavor
Transaction
As previously disclosed, in January, Vincent
K. McMahon, the Company’s Executive Chairman and shareholder with a
controlling interest, in cooperation with WWE’s management team and
Board of Directors, announced the intent to undertake a review of
strategic alternatives with the goal of maximizing value for all
WWE shareholders. On April 3, 2023, WWEand Endeavor Group Holdings,
Inc. (“Endeavor”) announced an agreement to combine WWE and
Ultimate Fighting Championship (“UFC”) to form a new, publicly
listed company. Upon close, Endeavor will hold a 51% controlling
interest and existing WWE shareholders will hold a 49% interest in
the new company. The transaction values UFC at an enterprise value
of $12.1 billion and
WWE at an enterprise value of $9.3 billion. The transaction represents a contribution price
of WWE of approximately $106 per share (before any
post-closing dividend). Pursuant to the transaction agreement, at
closing, WWE will distribute its excess cash to the new public
company. Following the closing, the new public company may
determine to dividend such excess cash to its shareholders. The
transaction is expected to close in the second half of 2023. The
transaction is subject to the satisfaction of customary closing
conditions, including receipt of required regulatory approvals. As
a result of the agreement with Endeavor, the review of strategic
alternatives has been concluded. For the three-month period ended
March 31, 2023, the Company’s consolidated pre-tax results
included $6.7 million of expenses related to the
strategic alternatives review and agreement with Endeavor.
The
excerpts below contain only those portions of the presentation
pertaining to the Q1 2023 results relating to discussions of the
Proposed Transaction:

▪
Combine WWE and UFC to create a global live sports and
entertainment company ▪ Brings together two iconic and
complimentary brands ▪ Led by a seasoned management team with a
proven track record ▪ Operates in an attractive and fast - growing
sports and entertainment ecosystem ▪ Highly attractive financial
profile with strong free cash flow characteristics ▪ Significant
organic growth opportunities ▪ Substantial potential to create
incremental value through expected revenue and cost synergies WWE
& ENDEAVOR TRANSACTION RATIONALE 3

▪
New, publicly listed company (NYSE : TKO) □ Endeavor will hold a 51
% controlling interest □ Existing WWE shareholders will hold a 49 %
interest ▪ Values WWE at an enterprise value of $ 9 . 3 billion □
Represents a contribution price of approximately $ 106 per share
(before any post - closing dividend) ▪ Post - closing dividend is
expected to consist of excess cash at WWE 1 ▪ Transaction is
expected to close in the second half of 2023 □ Subject to the
satisfaction of customary closing conditions, including receipt of
required regulatory approvals WWE & ENDEAVOR TRANSACTION
OVERVIEW 4 1 Pursuant to the transaction agreement, at closing, WWE
will distribute its excess cash to the new public company.
Following t he closing, the new public company may determine to
dividend such excess cash to its shareholders.
Cautionary Statement Regarding Forward-Looking
Statements
This
communication, and oral statements made from time to time by our
representatives contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995,
Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. These
forward-looking statements generally include statements regarding
the potential transaction between Endeavor and WWE, including
statements regarding the expected timetable for completing the
potential transaction, the ability to complete the potential
transaction, expected synergies, impacts and benefits of the
potential transaction, the expected leadership team of the new
public company (“NewCo”), the projected financial information,
future opportunities, expected cash distributions and other
statements regarding NewCo’s and WWE’s future expectations,
beliefs, plans, objectives, results of operations, financial
condition and cash flows, or future events or performance.
Statements that do not relate to matters of historical fact should
be considered forward-looking statements, including, without
limitation, the expected market opportunity, growth, financial
performance, expected synergies and closing of the transaction. All
statements other than statements of historical facts contained in
this communication may be forward-looking statements. In some
cases, you can identify forward-looking statements by terms such as
“may,” “will,” “outlook”, “should,” “expects,” “plans,”
“anticipates,” “could,” “intends,” “targets,” “projects,”
“contemplates,” “believes,” “estimates,” “predicts,” “potential” or
“continue” or the negative of these terms or other similar
expressions. The forward-looking statements in this communication
are only predictions. Endeavor and WWE management have based these
forward-looking statements largely on their current expectations
and projections about future events and financial trends that
management believes may affect its business, financial condition
and results of operations. These statements are neither promises
nor guarantees and involve known and unknown risks, uncertainties
and other important factors that may cause actual results,
performance or achievements to be materially different from what is
expressed or implied by the forward-looking statements, including,
but not limited to: the transaction will not be consummated; there
may be difficulties with the integration and in realizing the
expected benefits of the transaction; Endeavor and WWE may need to
use resources that are needed in other parts of its business to do
so; there may be liabilities that are not known, probable or
estimable at this time; the transaction may result in the diversion
of management’s time and attention to issues relating to the
transaction and integration; expected synergies and operating
efficiencies attributable to the transaction may not be achieved
within its expected time-frames or at all; there may be significant
transaction costs and integration costs in connection with the
transaction; the possibility that neither WWE nor Endeavor will
have sufficient cash at close to distribute to shareholders (or
that the amount of cash available for distribution will be less
than what the parties expect); unfavorable outcome of legal
proceedings that may be instituted against WWE and Endeavor
following the announcement of the transaction; and risks inherent
to the business may result in additional strategic and operational
risks, which may impact Endeavor’s, NewCo’s and WWE’s risk
profiles, which each company may not be able to mitigate
effectively. In addition, a number of important factors could cause
Endeavor’s or NewCo’s actual future results and other future
circumstances to differ materially from those expressed in any
forward-looking statements, including but not limited to those
important factors discussed in Part I, Item 1A “Risk Factors” in
Endeavor’s or WWE’s respective Annual Report on Form 10-K for the
fiscal year ended December 31, 2022, as any such factors may be
updated from time to time in its other filings with the Securities
and Exchange Commission (the “SEC”), accessible on the SEC’s
website at www.sec.gov, Endeavor’s investor relations site at
investor.endeavorco.com and WWE’s investor relations site at
https://corporate.wwe.com/. Forward-looking statements speak only
as of the
date
they are made and, except as may be required under applicable law,
neither Endeavor nor WWE undertakes no obligation to update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
Important Information For Investors And Stockholders
This
communication is for informational purposes only and is not
intended to, and does not, constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval, nor shall there be any issuance or sale of
securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended. In connection with the transaction, NewCo expects to file
a registration statement on Form S-4 with the SEC, which will
include an information statement of WWE and a preliminary
prospectus of NewCo. After the registration statement is declared
effective, WWE will mail to its stockholders a definitive
information statement that will form part of the registration
statement on Form S-4. This communication is not a substitute for
the information statement/prospectus or registration statement or
for any other document that WWE may file with the SEC and send to
its stockholders in connection with the transaction. INVESTORS AND
SECURITY HOLDERS OF WWE ARE URGED TO READ THE INFORMATION
STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT WILL BE FILED WITH
THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and
security holders will be able to obtain free copies of the
information statement/prospectus (when available) and other
documents filed with the SEC by WWE through the website maintained
by the SEC at http://www.sec.gov. Copies of the documents filed
with the SEC by WWE will be available free of charge on WWE’s
website at https://corporate.wwe.com/.
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