TORONTO, ONTARIO, January 7, 2019– Enthusiast Gaming Holdings Inc. (“Enthusiast” or the “Company”) (TSXV: EGLX), is pleased to announce that it has, through a wholly-owned subsidiary, signed a definitive agreement on January 3, 2019 (the “Agreement“) for the Company to acquire 100% of the assets of The Sims Resource (“TSR”) from Generatorhallen AB and IBIBI HB (the “Vendors”) on an arm’s length basis for US$18 million in cash and US$2 million in stock for an aggregate purchase price of US$20 million (the “Purchase Price“). Thirty percent (30%) of the Purchase Price is payable on closing and the balance payable by the first anniversary date of closing, subject to certain customary adjustments (the “Transaction“). Completion of the Transaction is subject to satisfaction of a number of customary conditions, including the approval of the TSX Venture Exchange and is expected to close prior to February 15, 2019.
THE SIMS RESOURCE
Established in 1999, TSR (www.thesimsresource.com) has grown to become the world’s largest female video gaming content and community destination online.[1]The website offers custom content built around the popular Sims™ video game franchise, which can be downloaded by users to alter and/or expand gameplay. Published by Electronic Arts, The Sims™ franchise has sold nearly 200 million copies worldwide and is widely considered one of the best-selling video games series of all time.
“The Sims Resource is one of the largest video game communities, ranking in the top 5 independent sites in total views in the US, Canada and the UK. It currently generates more than 10% of the total views of Twitch.com, the largest video game website, which was acquired by Amazon in 2014 for approximately US$1 billion,” said Menashe Kestenbaum, CEO of Enthusiast Gaming (Source: Comscore Media MetrixMulti-Platform/®, Games – Gaming Information, Total Views, November 2018, U.S., Canada, U.K.). “Further, with the rapidly growing female video game segment, TSR provides us with immediate reach into this valuable audience.”
TSR is the largest female video gaming content site in the world generating in excess of 2.5 billion page views per year (Google Analytics);
Comscore’s Gaming Information category currently ranks TSR in the top 5 independent video game websites;
The site ranks #7 on Quantcast’s Top 25 websites with the highest concentration of female audience in the United States, closely behind Oprah.com and Bravotv.com (Quantcast, Top 25 websites with the most female audience, 2017);
In 2018 TSR generated C$7 million in revenue and C$5.25 million in Adjusted EBITDA[2]and approximately C$4.5 million in net income (CohnReznick LLP unaudited “Quality of Earnings” report prepared for Enthusiast); and
Approximately 60% of revenue is derived from advertising with 40% received from monthly recurring subscribers.
“We see three key growth opportunities associated with this acquisition,” Kestenbaum continued. “Initially we intend to drive significant organic growth in advertising revenue via direct sales, an area of strategic importance to Enthusiast in recent months. Further, we now have an opportunity to monetize with advertisers seeking a large female video game audience. Finally, TSR’s subscription model has the potential to add considerable revenue across our entire portfolio.”
TRANSACTION TERMS
As consideration for the acquired assets, Enthusiast will pay, at closing, an initial amount of US$4 million in cash and US$2 million in common shares in the capital of the Company valued at C$1.00 per share;
The Company will pay a deferred payment (the “Deferred Payment”) of US$14 million on or before the first anniversary of closing;
Enthusiast will enter into a transition services agreement, pursuant to which the Vendors will manage, operate and administer the acquired assets and in particular the relationships with the TSR community for a period of up to one year;
Until the Deferred Payment is made, the Company has agreed on a profit-sharing split of 70% in favour of the Vendors, which decreases proportionally if the Company elects to prepay a portion of the Deferred Payment; and
Pursuant to the Transaction, the Company will acquire all of the assets related to TSR, including, but not limited to, customer and supplier lists, trade names, business goodwill, intellectual property, software, the domain name, website content, social media accounts and the Company will not assume any liabilities or obligations of the Vendors outside of those normally assumed in relation to employment and certain other contractual obligations.
The acquisition of TSR is the largest acquisition to date for Enthusiast and follows the successful completion of seven strategic acquisitions in 2018. The Company anticipates that it will need to secure financing in order to meet the Deferred Payment.The Company expects to continue to grow through a combination of organic growth and acquisition utilizing its balance sheet as well as being opportunistic with respect to additional equity and/or debt financing to execute on its defined growth strategy.