Esports and gaming platform operator, Tiidal Gaming Group Corp., announced today that the transaction for the sale of its esports betting business, Sportsflare, to global sports betting and gaming group, Entain, has been closed.
Purchase Price, Holding Period
Tiidal Gaming Group sold its wholly-owned subsidiary, Tiidal Gaming NZ Limited, the company behind Sportsflare, for gross proceeds of C$13.25 million ($9.95 million), subject to standard transaction adjustments. The acquisition of the esports betting business was initially announced in March.
As per the terms of the acquisition, Tiidal will have to keep the purchase price in a holding account for 180 days, a period during which the Canadian Securities Exchange (CSE)-listed group will be able to access the funds to satisfy any working capital adjustments or claims brought by Entain, with up to 20% of the money available to pay reasonable costs related to the transaction.
Tiidal Gaming Group agreed to sell all of the assets and operating activities of Sportsflare. Upon the expiry of the purchase price holding period, the Board of Directors will consider available options to return capital received by Sportsflare shareholders pursuant to the sale.
There are no assurances that any of these options will be implemented by the Board as these options will be subject to the receipt of corporate, securities and tax law advice, as well as to the receipt of all required shareholder, regulatory and CSE approvals.
Share Issuances to CEO, Other Personnel
Tiidal Gaming Group granted Sportsflare’s chief executive officer 2.5 million restricted share units pursuant to the terms of his employment agreement dated January 3, 2022. The restricted units were immediately vested into 2.5 million common shares in accordance with his employment agreement.
The group also issued 1,910,700 common shares to Sportsflare personnel to satisfy earn-out entitlements achieved pursuant to the asset purchase agreement dated December 14, 2020, and amended September 24, 2021.
Collectively known as share issuances, all securities issued to the CEO and personnel are subject to a statutory four-month and one-day hold period starting from the date of their issuance. Following the satisfaction of earn-out entitlements, the group has 87,603,908 common shares issued and outstanding.
As a technology platform sitting at the intersection of gaming, media and betting, Tiidal Gaming Group leverages its deep industry roots and expertise to create immersive gaming experiences tailored to the next generation of fans and consumers, helping build the future of game-based entertainment.