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 |
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 managements 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 Endeavors, NewCos and WWEs risk profiles, which each company may not be able to mitigate effectively. In
addition, a number of important factors could cause Endeavors or NewCos 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 Endeavors or WWEs 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 Endeavors or WWEs respective Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, accessible on the SECs website at www.sec.gov, Endeavors investor relations site at investor.endeavorco.com and WWEs 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.