Mr. Scott Burton reports
FANSUNITE COMPLETES SALE OF BETTING HERO TO HERO GROUP CORP., DECLARES DISTRIBUTION AND SETS DATE FOR TSX DELISTING
Fansunite Entertainment Inc., further to its news release dated June 27, 2024, has completed the sale of all of the issued and outstanding shares of Fansunite US Inc. (FansuS), a wholly owned subsidiary of Fansunite that carries on its Betting Hero business, to Hero Group Corp. for an aggregate purchase price of $37.5-million (U.S.), adjusted on a cash-free, debt-free basis.
As previously announced, the purchaser is controlled 60 per cent indirectly by Betting Hero's co-founders, Jai Maw and Jeremy Jakary, and 40 per cent by GeoComply Solutions Inc.
Scott Burton, Fansunite's chief executive officer, director and chairman of the board of directors, commented: "The completion of this sale represents the culmination of a tremendous amount of effort from the entire Fansunite team, and I am proud of what we have accomplished. I extend my sincere thanks to our shareholders for their support throughout this journey. I also want to acknowledge the exceptional efforts of our board, advisers and legal teams whose dedication was vital in bringing this transaction to a close. We wish the Betting Hero and GeoComply teams continued success and look forward to exploring new opportunities that will create value for our shareholders."
TSX delisting
In connection with the closing of the transaction, the company expects the Toronto Stock Exchange to delist the common shares of Fansunite on Aug. 21, 2024, and accordingly trading of Fansunite's common shares will cease in the Canadian public market. The company will apply to withdraw the quotation of its common shares from the OTCQB as soon as possible after the delisting. The transaction and the delisting remain subject to final acceptance by the TSX.
Distribution
Fansunite is pleased to announce the distribution of a portion of the net proceeds of the transaction (after payment or discharge of certain obligations and liabilities of Fansunite and FansuS, including those associated with the transaction or otherwise) to its shareholders as a return of capital.
The distribution is expected to be an aggregate amount of $26-million, and shareholders are expected to receive 7.25 cents per each common share held as of the record date. The record date to determine shareholders entitled to receive the distribution will be at the end of business on Aug. 26, 2024, in order to allow trades to settle following the delisting. As a result, only shareholders of record on the date of the delisting will be entitled to the distribution. The payment date for the distribution will be on or about Aug. 29, 2024.
Key dates for the delisting and distribution
Delisting date: Aug. 21, 2024
Distribution record date: Aug. 26, 2024
Distribution payment date:
Aug. 29, 2024
Fansunite following the transaction
Fansunite expects to retain net cash of approximately $500,000 to explore new business opportunities for the economic benefit of its shareholders who will continue to maintain their interest in Fansunite following completion of the distribution.
Advisers and counsel
Stifel acted as exclusive financial adviser to Fansunite, and BDO acted as independent valuator and financial adviser to the special committee. DLA Piper (Canada) LLP and DLA Piper LLP acted as Fansunite's Canadian and United States legal counsel. Laurel Hill Advisory Group acted as Fansunite's shareholder communications adviser. Stikeman Elliot LLP acted as legal counsel to the special committee. Fenwick & West LLP acted as the Betting Hero co-founders' legal counsel. Blake, Cassels & Graydon LLP and Morrison & Foerster LLP acted as GeoComply's Canadian and United States legal counsel.
We seek Safe Harbor.
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