Client: Esports Technologies (NASDAQ: EBET) Announces Acquisition of $73.9m B2C Business.
Upon Closing, Esports Technologies Will Acquire Karamba, Dansk777, Hopa, Griffon Casino, GenerationVIP, BetTarget and 1.25 Million Deposited Customers
Las Vegas, NV and Irvine, CA, October 1, 2021 Boustead Securities, LLC (Boustead) client Esports Technologies, Inc. (NASDAQ: EBET), a leading global provider of advanced esports wagering products and technology, announced today the execution of a definitive agreement for the acquisition of Aspire Global's (STO: ASPIRE) B2C business in a $75.9 million transaction, including $58.3 million in cash, $11.7 million in a promissory note and approximately $5.9 million worth of common stock. The closing of the acquisition is subject to Esports Technologies' receipt of financing, as well as other closing requirements. The transaction is expected to close by November 30, 2021. Under the terms of the deal, Esports Technologies will acquire Aspire's portfolio of B2C proprietary online casino and sportsbook brands, including Karamba, Hopa, Griffon Casino, BetTarget, Dansk777, and GenerationVIP. Strategically, Esports Technologies intends to utilize the multiple-brand acquisition to cross-sell esports wagering opportunities to increase its esports revenue, player bet transactions, and customers. In the most recent 12-month period ending June 2021, Aspire Global's B2C revenue was $73.9 million and its EBITDA was $8.2 million. During the same period, the B2C business recorded wagering of $1.8 billion and over 1.3 billion bets. Upon completion of the acquisition, Aspire and Esports Technologies will enter into an agreement where Aspire will provide four years of managed services for the acquired brands, ensuring operational continuity while allowing Esports Technologies to scale its operations in key markets. Aaron Speach, CEO, Esports Technologies, said, "The acquisition of Aspire's B2C business will be a transformative opportunity to accelerate growth by offering esports wagering to 1.25 million new deposited customers. Our company is in a strong position to benefit from the heightened popularity and growing interest in esports." Tsachi Maimon, CEO of Aspire Global, said: "Esports Technologies is a strong company with high growth ambitions and is a perfect match for our B2C brands. With Aspire Global's B2C brands, Esports Technologies gains leading, well-established brands, an excellent base for further growth and a very talented team that contributed to the B2C's growth. We are confident that Esports Technologies will take our B2C brands to the next level, and we welcome Karamba and the other B2C brands as our new partners." Esports Technologies has entered into binding agreements with certain investors for a private placement of $36.2 million consisting of convertible preferred stock at an initial conversion of $28.00 per share, subject to future adjustments and warrants to purchase common stock. The conversion of the preferred stock and exercise of the warrants is subject to the receipt of shareholder approval. A conference call is set for Monday, October 4 at 4:00PM EDT, reviewing details of the planned acquisition. The link to listen to the call is: http://public.viavid.com/index.php?id=146720 A replay of the call will be available on Esports Technologies' Investor Relations page at https://esportstechnologies.com/investor-overview.
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About Esports Technologies, Inc.
Esports Technologies, Inc. Is a technology company developing and operating platforms focused on esports and competitive gaming. They operate a licensed online gambling platform, gogawi.com, which is an esports/sportsbook focused on bettors located in Asia and Latin America. The company offers real money betting on esports events from around the world in a secure environment.
Note: Aspire Global's B2C gross gaming revenue and net gaming revenue figures for 2020 and 2021 are based on an exchange rate of 1.17 U.S. dollars per euro. Net gaming revenues include EU VAT and are net of distribution expenses, gaming duties and administrative expenses.
About Non-GAAP Financial Measures
This press release includes EBITDA, a financial measure that is not prepared in accordance with U.S. generally accepted accounting principles ("GAAP"). EBITDA is defined as net income (loss), before interest expense, income tax expense (benefit), depreciation and amortization expense. EBITDA is not a measurement of a company's financial performance under GAAP, and should not be considered in isolation or as an alternative to net income (loss) as a measure of financial performance, cash flows from operating activities as a measure of liquidity, or any other performance measure derived in accordance with GAAP. The Company believes that EBITDA is an important supplemental measure of the operating performance of the assets to be acquired because it eliminates the impact of expenses that do not relate to business performance. The Company also believes that this non-GAAP measure is useful to investors because it and similar measures are frequently used by securities analysts, investors and other interested parties to evaluate companies in our industry and provide additional information regarding growth rates on a more comparable basis than would be provided without such adjustments.
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