VANCOUVER, BC, Oct. 22,
2024 /CNW/ - ESE Entertainment Inc. (TSXV:
ESE) (OTCQB: ENTEF) ("ESE" or the "Company"), a
gaming company that provides a range of services to leading video
game developers and publishers, is pleased to announce that it has
acquired (the "Acquisition") Bombee Global Entertainment
Ltd. ("Bombee Americas"), the North American arm of Bombee
Event Production AB, ("Bombee"), a global production company
specialized in live production, special effects, broadcast and
event management for the gaming sector.
Bombee has successfully collaborated with ESE to
bring its premier event production services and world class
customer service to North America
and beyond. The North American arm of Bombee, Bombee Americas, will
continue to grow and scale in this new organizational structure
under ESE, while maintaining its entire team and global
support.
Konrad Wasiela,
CEO of ESE, commented, "Today marks the next stage of ESE—a 2.0
version of our company. With the acquisition of Bombee Americas, we
are not only solidifying our presence in North America but also paving the way for
growth and innovation in the gaming industry. This is a major step,
positioning us to deliver even greater value to our partners and
elevate the gaming experience for our clients globally. We're
thrilled about the opportunities ahead and the exceptional talent
joining our team."
Transaction Terms
The Acquisition was
completed by way of a share purchase agreement (the "SPA")
among the Company, Bombee Americas, and the shareholders of Bombee
Americas (the "Vendors"). Pursuant to the SPA, ESE acquired
all of the outstanding shares of Bombee Americas in exchange for:
(i) $750,000 in cash paid on closing,
(ii) $375,000 in cash to be paid six
(6) months following closing, subject to customary
adjustments based on the working capital of Bombee Americas on
closing, (iii) $375,000 in cash to be
paid twelve (12) months following closing, and (iv) 30,000,000
common shares of ESE (the "Consideration Shares"), issued at
a deemed issue price of $0.10 per
share.
In connection with the Acquisition, the founders
of Bombee Americas have signed three-year service agreements and
will continue to run the business following the closing, along with
the rest of the personnel of Bombee Americas who will remain in
place, ensuring a smooth transition of operations. As part of the
Acquisition, the Company has acquired the liabilities of Bombee
Americas, mainly consisting of customary current obligations
incurred in the ordinary course of business for Bombee Americas,
which are not expected to have a material impact on the Company's
operations or financial position.
No finder's fees were paid or payable in conjunction with the
Acquisition.
The Acquisition was an arm's length transaction
within the meaning of the policies of the TSX Venture Exchange (the
"Exchange") and constituted an "Expedited Acquisition" in
accordance with Exchange Policy 5.3 - Acquisitions and
Dispositions of Non-Cash Assets. The Acquisition remains
subject to the final approval of the Exchange.
ESE Entertainment Inc.
Konrad
Wasiela
Chief Executive Officer and Director
+1 (437) 826-4012
About ESE Entertainment Inc.
ESE is a
global technology company focused on gaming. The Company provides a
range of services to leading video game developers, publishers, and
brands by providing technology, infrastructure, and fan engagement
services internationally. ESE also operates its own ecommerce
channels, esports teams, and gaming leagues. |
www.esegaming.com
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
INFORMATION
This news release contains certain statements
that may constitute forward-looking information under applicable
securities laws. All statements, other than those of historical
fact, which address activities, events, outcomes, results,
developments, performance or achievements that ESE anticipates or
expects may or will occur in the future (in whole or in part)
should be considered forward-looking information. Such information
may involve, but is not limited to, statements with respect to:
continued growth and scaling of Bombee Americas under the ESE
organizational structure, the payment of the deferred cash
consideration payable under the Acquisition; the key personnel of
Bombee Americas continuing to operate the business after closing;
the Acquisition's effect on ESE's presence in North America and its business in general; the
Acquisition paving the way for ESE's growth and innovation in the
gaming industry; whether the liabilities of Bombee Americas that
are being assumed by the Company will have a material impact on the
Company's operations or financial position; and obtaining final
approval from the Exchange for the Acquisition. Often, but not
always, forward-looking information can be identified by the use of
words such as "plans", "expects", "is expected", "budget",
"scheduled", "estimates", "forecasts", "intends", "anticipates", or
"believes" or variations (including negative variations) of such
words and phrases, or statements formed in the future tense or
indicating that certain actions, events or results "may", "could",
"would", "might" or "will" (or other variations of the forgoing) be
taken, occur, be achieved, or come to pass. Forward-looking
information is based on currently available competitive, financial
and economic data and operating plans, strategies or beliefs as of
the date of this news release, but involve known and unknown risks,
uncertainties, assumptions and other factors that may cause the
actual results, performance or achievements of ESE to be
materially different from any future results, performance or
achievements expressed or implied by the forward-looking
information. Such factors may be based on information currently
available to ESE, including information obtained from third-party
industry analysts and other third-party sources, and are based on
management's current expectations or beliefs regarding future
growth, results of operations, future capital (including the
amount, nature and sources of funding thereof) and expenditures.
Any and all forward-looking information contained in this press
release is expressly qualified by this cautionary statement.
Trading in the securities of ESE should be considered highly
speculative.
Neither the TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this release.
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SOURCE ESE Entertainment Inc.
