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GameSquare Esports Inc. (CSE: GSQ; FRA: 29Q1) (" GameSquare ", " GameSquare Esports " or the " Company "), an international gaming and esports company, is pleased to announce that it has closed the previously announced acquisition of 100% of the issued and outstanding membership units of Swingman LLC. (dba Cut+Sew and Zoned) (" Swingman " or " Cut+SewZoned "), a privately held marketing agency operating in the sports and esports industries (the " Transaction "). Please see the Company's press release dated July 15, 2021 for more information about the Transaction, which is available on the Company's profiles at www.sedar.com and www.theCSE.com.
"Cut+Sew/Zoned is an exciting company that operates at the intersection of gaming, sports and new media," said Justin Kenna, CEO at GameSquare. "We are excited to welcome the talented founders of Cut+Sew/Zoned, Matt Hilman, Sean Maher, and Devon Woodruff to the GameSquare family and we look forward to fully integrate them in our business. Their experience, professionalism and creativity in building brands is expected to contribute positively to building our Complexity Gaming brand, and maximizing value for the Dallas Cowboys across GameSquare's agency of record agreement. Financially, we believe this is another positive step forward for GameSquare's future revenue and EBITDA profile."
Transaction Highlights
- Cut+Sew/Zoned is a dynamic gaming and lifestyle marketing agency based in Los Angeles, California;
- Clients of Cut+Sew/Zoned have included multiple Fortune 100 consumer brands and exciting gaming companies such as Amazon's Crown Channel, Tiv, Mavix Chairs, HyperX, and Play One Up;
- Expected to add additional marketing and strategy capabilities with a focus on traditional sports, gaming, emerging technology, new media, music, and fashion;
- Transaction anticipated to add a high revenue growth, profitable gaming and lifestyle marketing agency to GameSquare's growing portfolio of companies;
- Total consideration of up to $7.85 million paid in a combination of cash and GameSquare common shares, including earnouts based on EBITDA of up to US$1.5 million;
- Represents an acquisition multiple of 1.6 times enterprise value ("EV")/sales and 4.1 times EV/EBITDA, if earnout milestones are achieved over 24 months following closing.
As consideration for the Transaction, GameSquare issued 2 million of its common shares (" Common Shares ") at a deemed price of $0.50 per share and paid the members of Swingman $3.0 million in cash. Additionally, certain members of Swingman became entitled to receive (i) up to $1,250,000 paid in Common Shares and up to $150,000 paid in cash if Swingman generates up to US$1.0 million of EBITDA in the 12 months following the closing of the Transaction (the " Closing "), and (ii) up to $2,210,000 paid in Common Shares and up to $240,000 paid in cash if Swingman generates EBITDA of up to US$1.5 million in EBITDA in the period of 12 to 24 months following the Closing, for a maximum consideration of up to $7.85 million paid in cash and Common Shares. The co-founders and management of Swingman, including Matt Hilman, Devon Woodruff, and Sean Maher, have each agreed to continue to operate Cut+Sew/Zoned following the Closing. The Common Shares issued pursuant to the Acquisition are subject to a 6-month lock-up period following Closing and a statutory hold period in Canada expiring on November 28, 2021.
The Transaction is an arm's length transaction for the purposes of the policies of the Canadian Securities Exchange (the " CSE "). GameSquare did not pay any finder's fees in connection with the Transaction.
About GameSquare Esports Inc.
GameSquare Esports Inc. is an international gaming and esports company headquartered in Toronto, Canada. The Company is seeking to acquire additional assets and entities serving the gaming and esports markets and, more broadly, in sports and entertainment. GameSquare owns a portfolio of companies including Code Red Esports Ltd., an esports talent agency serving the UK, Reciprocity Corp. (" Reciprocity "), which provides the Company access to Asia, Latin America and North America, NextGen Tech, LLC (dba as Complexity Gaming), a leading esports organization operating in the United States, and now Swingman LLC (dba Cut+Sew and Zoned), a gaming and lifestyle marketing agency based in Los Angeles, USA. Reciprocity's gaming and esports assets include: a CrossFire franchise in China that it owns with its partner LGD Gaming, a 40% interest in a League of Legends team that competes in Latin America, and its wholly owned subsidiary corporation, GCN, Inc., a digital media company focusing on the gaming and esports audience based in Los Angeles, USA.
About Swingman LLC
Swingman LLC (dba Cut+Sew and Zoned) is a gaming and lifestyle marketing agency based in Los Angeles, CA. The company's management team, led by Matt Hilman, Devon Woodruff, and Sean Maher, has built a leading creative agency and brand studio sitting at the intersection of traditional sports and gaming, emerging technology, new media, fashion, and music industries. The company has built campaigns for some of the world's most innovative brands, while also maintaining a portfolio of start-ups that it has advised, invested capital into, and helped to bring to market.
Investor Relations
For further information, please contact Nikhil Thadani, Investor Relations for GameSquare Esports Inc.:
Nikhil Thadani
Email: IR@gamesquare.com
Phone: (416) 930-2949
Forward-Looking Information
This news release contains "forward-looking information" and "forward-looking statements" (collectively, " forward-looking statements ") within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate, among other things, to: the Company's ability to integrate Cut+Sew/Zoned and its management team into its business, the anticipated benefits of the Transaction, including its expected contribution to building the Complexity Gaming brand and the expected impact on the Company's future revenue and EBITDA profile, the proposed synergies among GameSquare and Cut+Sew/Zoned, the business and operations of the Company, and the Company's ability to execute its business plan. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. GameSquare assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.
Neither the Canadian Securities Exchange (" CSE ") nor its Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.
