VANCOUVER, BC, April 22, 2021 /CNW/ - TGS Esports Inc. ("TGS" or
the "Company") (TSXV: TGS) (OTC: TGSEF) (FRA: 5RH) is pleased to
announce that it continues to execute on its Esports Roll Up
Initiative by signing a letter of intent dated April 21, 2021 (the "LOI") to acquire Even
Matchup Gaming Inc. ("EMG"), a leading esports tournament
organizer. EMG owns and operates major esports events, including
Get On My Level ("GOML"), the largest fighting game tournament in
Canada and Let's Make Moves, the
largest Super Smash Bros. event in the New York Area (the "Acquisition").
EMG, as a leading esports event organization, is involved in the
largest fighting game esports events in North America. EMG has hosted and broadcast
100+ events in the last two years. Since 2019, EMG has enjoyed 100+
million social interactions, and interacted with 18+ million
viewers, with 50+ million minutes of their content consumed.
GOML, EMG's premier Super Smash Bros. tournament is the largest
fighting game event in Canada and
the only Canadian tournament that is officially licensed by
Nintendo. In 2019, GOML had over 1,700 competitors compete in their
events, and 1.7 million total live views. In 2020, GOML Online had
3,000+ competitors compete and over 10 million total minutes
watched.
Outsourced staff and production costs make up over 30% of EMG's
event costs, the acquisition will allow EMG to leverage TGS' team
and technology to scale the business into new cities and countries
while drastically reducing the cost of running events.
Transaction highlights:
- Revenue Stream Growth: EMG achieved $300,000 in revenue in 2019, and by leveraging
the TGS team and infrastructure, EMG expects to grow this revenue
number significantly
- Sponsorship and Brand Partnerships: With an audience of
18.2 Million unique viewers and 50 Million minutes watched since
2019, TGS is able to offer new opportunities to its sponsors and
brand partners with some of the largest fighting game events in
North America
- Player growth and audience: By leveraging TGS
infrastructure, including the Pepper Platform, and Volcanic, EMG
will be able to grow its player base and expand into new
cities
"We have seen incredible growth over the last few years, and
joining the TGS family will enable us to leverage the TGS team and
infrastructure to offer more exciting events at a lower cost." said
Joseph Cribari, CEO of EMG. "With
the backing of TGS, we are looking forward to expanding into new
markets, developing key partnerships, and continuing to grow our
player base."
"EMG is a property that is synonymous with esports. I have been
a big fan for a long time and am excited to work with Joe and his
team to help EMG get to the next level " Spiro Khouri, CEO of TGS. "TGS works with many
brands that are always looking for additional value in this space.
We can now open up EMG events to our partners which creates more
value while also driving expanded revenue opportunities to
TGS."
Summary of Acquisition
TGS will acquire all of the issued and outstanding shares of EMG
("EMG Shares") for the aggregate purchase price of CAD$1,100,000.00 (the "Purchase Price")(the
"Acquisition"); The Purchase Price will be paid via the issuance of
up to 5,500,000 common shares of TGS to EMG (the "Consideration
Shares") at a deemed price per share of CAD$0.20.
Joseph Cribari will enter into an
employment agreement with TGS providing that Mr. Cribari will be
employed with a title to be determined for a minimum period of two
years from the date of closing of the Acquisition with TGS.
The Consideration Shares will be subject to a contractual
lock-up, periods ranging between 24 and 36 months. The LOI
contains, and the definitive agreement will provide for, customary
representations, warranties and. Completion of the Acquisition
remains subject to a number of conditions, including: (i) the
negotiation of a definitive agreement, (ii) the completion of
satisfactory due diligence, (iii) the approval of the boards of
directors of the Company and EMG, (iv) obtaining all required
consents, waivers and approvals, including the approval of the TSX
Venture Exchange, and (vi) other customary closing conditions.
Disclaimer for Forward-Looking Information
Certain statements in this release are forward-looking
statements, which reflect the expectations of management regarding
the Company. Forward-looking statements consist of statements that
are not purely historical, including any statements regarding
beliefs, plans, expectations or intentions regarding the future,
including with respect to: expectations regarding whether the
Acquisition will be consummated including whether the conditions to
the consummation to the Acquisition will be satisfied; the timing
for completing the Acquisition, if at all, and the conditions to
such transaction; expectations for other economic, business, and/or
competitive factors;Such statements are subject to risks and
uncertainties that may cause actual results, performance or
developments to differ materially from those contained in the
statements, including risks related to factors beyond the control
of the Company. The risks include, but are not limited to, the
following:the unknown magnitude and duration of the effects of the
COVID-19 pandemic on the Company; the ability to consummate the
Acquisition; the ability to obtain requisite regulatory or
shareholder approvals and the satisfaction of other conditions to
the consummation of the Acquisition on proposed terms and schedule;
the potential impact of the announcement or consummation of the
Acquisition on relationships; including with regulatory bodies,
employees, suppliers, customers and competitors; changes in general
economic, business and political conditions, including changes in
the financial markets; changes in applicable laws and regulations
both locally and in foreign jurisdictions; compliance with
extensive government regulation; the risks and uncertainties
associated with foreign markets; the diversion of management time
on the Acquisition; the risks associated with operating esports
events such as GOML; technological risks associated with operating
an esports platform; and other risks that are customary to
companies operating businesses such as the business of the Company.
No assurance can be given that any of the events anticipated by the
forward-looking statements will occur or, if they do occur, what
benefits the Company will obtain from them
SOURCE TGS Esports Inc