Filed by Endeavor Group Holdings, Inc.
Pursuant to Rule 425 under the Securities Act of
1933
Subject Company: World Wrestling Entertainment,
Inc.
Commission File No. 001-16131
Date: May 9, 2023
On May 9, 2023, Endeavor Group Holdings, Inc. (“Endeavor”)
issued a press release announcing its first quarter 2023 earnings
(“Earnings Release”). The following are excerpts from the Earnings
Release relating to the proposed business combination (the
“Proposed Transaction”) of the UFC with World Wrestling
Entertainment, Inc. (“WWE”).
The excerpts below contain only those portions of the Earnings
Release relating to discussions of the Proposed
Transaction.
Highlights
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Announced two significant transactions in April:
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Transformational deal to combine UFC and WWE to form a new,
publicly listed company
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“We are excited about the unique opportunity the proposed
combination of UFC and WWE presents, and remain focused on durable
growth as we continue to execute our successful strategy in content
and experiences.”
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 impacts and
benefits of the potential 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”), including without limitation
Endeavor’s or WWE’s respective Quarterly Report on Form
10-Q for the quarterly
period ended March 31, 2023, 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.