GameSquare Esports Inc., a vertically integrated, international digital media and entertainment company focused on gaming and esports, and Engine Gaming and Media Inc., a data-driven, gaming, media, and influencer marketing platform company, announced that they have entered into a definitive arrangement agreement (the “Arrangement”) dated December 7, 2022 to combine their businesses via an all share deal, whereby each common share of GameSquare (a “Gamesquare Share”) will be exchanged for 0.08262 Engine Gaming common shares (the “Engine Gaming Shares”).
Following the all-share transaction, former GameSquare Esports shareholders are expected to own approximately 60% of the combined entity, and current Engine Gaming shareholders are expected to own approximately 40% of the combined entity on a fully diluted basis, and it is intended that the Engine Gaming Shares will continue to trade on the Nasdaq Stock Market (the “Nasdaq”) and TSX Venture Exchange (the “TSXV”) under the symbol “GAME”. The combined entity will retain the “GameSquare” brand globally.
Justin Kenna is expected to lead the combined company as CEO and Lou Schwartz is expected to oversee the combined company’s technology platforms, as President. In addition, Jerry Jones, owner of the Dallas Cowboys, and John Goff, Chairman and Founder of Goff Capital Inc., will continue to be the largest investors of the combined entity. Representatives of the Jones Family and Goff Capital will continue to hold significant board representation of the new company.
The combined company integrates GameSquare’s award-winning content, advertiser, and influencer businesses with Engine’s market-leading data, analytics, advertising, and marketing technology platforms. The transaction creates a market-leading, end-to-end platform with reach across esports, sports, influencer, publisher, and advertising networks for brands to connect with the increasingly difficult to reach youth culture audiences. The combined company will provide global brands and advertisers with solutions that develop innovative strategies to connect to youth audiences.
“Today’s announcement is a transformative opportunity for our customers, team members, and shareholders, as we build what we believe will be one of the world’s largest and most influential gaming, esports, and media companies focused on youth culture. The merger immediately expands our scale, which we expect will help us on an accelerated path to profitability in 2023, while creating an organization with a leading platform of end-to-end media, content, and technology assets. GameSquare and Engine Gaming have highly complementary core strengths, including broad product portfolios, and passionate team members committed to the gaming and esports markets. As a combined organization, we will have an enhanced platform and expanded resources, including essential data and analytic solutions, to serve a broader base of global customers and accelerate growth. I am excited by the significant opportunities we will have as a combined company to create substantial value for our shareholders,” Justin Kenna, CEO of GameSquare, said.
“We are thrilled to announce the merger with GameSquare. Engine Gaming’s unique technology assets, including live streaming data, analytics, influencer marketing platform, and programmatic advertising solutions enhance and expand GameSquare’s capabilities in connecting brands with fans. As a full service, integrated company, we will be able to meet the needs of any brand sponsor through our SaaS revenue-based technology platforms. We believe the combined company will drive powerful growth and scale, while enabling an accelerated path to profitability,” Lou Schwartz, CEO of Engine Gaming, said.
“This merger is the successful culmination of our previously announced strategic alternatives process. We believe the merger between GameSquare and Engine provides strong potential return for shareholders, and allows Engine’s stockholders to participate in the value creation of the combined company. The transaction satisfies all the announced goals of the strategic process – greater scale, catalyzing growth, and significant cost and revenue synergies,” Tom Rogers, Executive Chairman of Engine Gaming, added.
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