An anonymous director reports
FANSUNITE'S SHAREHOLDERS APPROVE SALE TRANSACTION, DISTRIBUTION AND VOLUNTARY DELISTING
Further to Fansunite Entertainment Inc.'s new release dated June 27, 2024, in respect of the proposed sale of all of the issued and outstanding shares of Fansunite U.S. Inc. (FansUS) to Hero Group Corp., the company's shareholders have approved the special resolution required for completion of the sale transaction, the special resolution required for the distribution (as described below) and the ordinary resolution required for the voluntary delisting (as described below) at the company's special meeting of shareholders, held on Aug. 13, 2024. The total number of shares represented in person or by proxy at the meeting was 181,685,741, representing 50.53 per cent of the total issued and outstanding common shares in the capital of the company as at July 4, 2024.
Detailed voting results for the meeting were filed under the company's SEDAR+ profile on Aug. 13, 2024.
As previously announced, the company, FansUS, the purchaser and GeoComply Solutions Inc. entered into a stock purchase agreement dated June 27, 2024, pursuant to which the company agreed to sell all of the issued and outstanding shares of FansUS, a wholly owned subsidiary of the company that carries on its Betting Hero business, to the purchaser for a total purchase price of $37.5-million (U.S.), adjusted on a cash-free, debt-free basis.
Assuming that the conditions to closing are satisfied or waived, it is currently expected that the sale transaction will be completed on or about Aug. 15, 2024. If the sale transaction is completed, the company expects to voluntarily delist its common shares from the Toronto Stock Exchange on or about Aug. 21, 2024.
Pursuant to the terms of the stock purchase agreement, the company has agreed to distribute 90 per cent of the net proceeds of the sale transaction (after payment or discharge of certain obligations and liabilities of the company, including those associated with the sale transaction or otherwise) to the holders common shares, subject to applicable solvency and other legal or contractual requirements, as a return of capital on the common shares equal to approximately 6.5 Canadian cents to 7.5 Canadian cents per common share.
If the sale transaction is completed, the company expects the record date for the distribution will be at the end of business on Aug. 26, 2024, in order to allow trades to settle following the voluntary delisting date and the payment date to be on or about Aug. 29, 2024. As a result, only shareholders of record on the voluntary delisting date will be entitled to the distribution.
Key dates for the sale transaction, voluntary delisting and distribution are expected to be as follows.
Closing of sale transaction: Aug. 15, 2024
Voluntary delisting date: Aug. 21, 2024
Distribution record date: Aug. 26, 2024
Distribution payment date: Aug. 29, 2024
The terms of the sale transaction, the distribution and the voluntary delisting, as well as the stock purchase agreement, are further described in the company's management information circular dated July 5, 2024, and related materials for the meeting, all of which are available under Fansunite's profile on SEDAR+.
About Fansunite Entertainment Inc.
Fansunite is a global sports entertainment and gaming company. Its business is focused on the regulated and lawful sports betting affiliate market, which includes customer acquisition, retention, support and reactivation. Fansunite has established itself as a leader in the North American affiliate market through its subsidiary, American Affiliate. American Affiliate is a North American omnichannel customer acquisition company, covering both retail and digital customer activation for sportsbooks, casinos, poker and fantasy sports platforms.
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