KOI Brings Top-Tier Influencer Ibai Llanos
plus Former Professional Footballer and Entrepreneur Gerard Piqué,
in Addition to VALORANT Champions Tour EMEA League Team
Leading Spanish Esports Organization Movistar
Riders Adds Key Management and Diversified Business Model
Gerard Piqué, Co-Founder of KOI, and Gabriel
Saenz de Buruaga, Noted Media Agency Executive and Co-Founder of
Movistar Riders, to Join OverActive's Board of Directors
TORONTO, Jan. 4, 2024
/CNW/ - OverActive Media Corp. (TSXV: OAM) ("OverActive" or
the "Company") today announced that it has entered into a
non-binding letter of intent (the "LOI") dated
January 4, 2024 in a
transaction with Goatch Global, S.L. (operating as "KOI")
and Team Randomk Esports S.L., (operating as "Movistar
Riders") setting out the terms of the Company's proposed
acquisition of (i) assets used in connection with KOI's esports
operations and (ii) all of the issued and outstanding shares of
Movistar Riders in a transaction that will add capabilities and
reach to OverActive's operations in EMEA (the
"Acquisitions"). The Acquisitions mark a significant
milestone for the Company, which is expected to be accretive to
adjusted EBITDA going forward and add $10 to $12 million
in revenues in 2024. Additionally, OverActive believes that the
Acquisitions will increase its direct audience reach to over 100
million people across the Company's brand portfolio. The
transaction is subject to OverActive board approval and the
execution of the Definitive Agreements.
The assets to be acquired by the Company include all KOI esports
assets and brands, including social media and intellectual
property. In addition to acquiring these assets, OverActive will
operate the slot in the VALORANT Champions Tour EMEA League
previously operated by KOI, as well as enter into service
agreements with top-tier global influencer Ibai Llanos plus former professional footballer
and entrepreneur Gerard Piqué (the "Services
Agreements").
Ibai Llanos co-founded KOI and
grew it to become one of the biggest brands in Europe while operating the third most-followed
channel on Twitch1. Gerard Piqué, FIFA World Cup
Champion, UEFA EURO Champion and three-time UEFA Champions League
Winner who played for teams including FC Barcelona and Manchester
United, founded the Kings League in 2022, a twelve-team,
seven-a-side football league whose first incarnation began in
Barcelona, Spain. This new concept
brings together entertainment and sport, including amateur,
professional, and former star players. The Kings League is
currently one of the world's most-watched sports channels on
digital platforms, with over 100 million views in 2023
alone2.
As a result of this agreement, OverActive will, subject to
approval by Riot Games Inc. and the League of Legends EMEA
Championship ("LEC"), rebrand its esports teams operating as MAD
Lions to MAD Lions KOI for the 2024 season. A global rebranding
effort, to include input from fans and influencers, will be
undertaken in 2024 to unite all teams globally under a single brand
by the end of the year. The transaction also secures OverActive a
spot in the VALORANT Champions Tour EMEA League ("VCT"), subject to
approval by Riot Games Inc. Upon approval, the VCT team will be
rebranded to Movistar KOI.
"Adding KOI and Movistar Riders to OverActive will solidify our
position in Spain, EMEA and
Latin America," said Adam Adamou, CEO, OverActive. "Both brands are
active in complementary esports titles, have industry-leading
talent and social influence, top-tier relationships, and related
services that bring strong synergies across our combined portfolio
of assets. We have spent much time with Ibai, Gerard, Fer, Carlos,
Gabriel and their respective teams, and we are all aligned in
wanting to make an immediate impact through this combination."
"We are very excited about this new chapter for KOI joining
forces with OverActive Media and Movistar Riders," said Gerard
Piqué, Former Professional Footballer and Entrepreneur. "We are
convinced they will bring the vision, enthusiasm and talent needed
to continue building the project's success story that we started in
2021, consolidating KOI's leadership position in the global esports
industry."
Following the closing of the Acquisitions, Movistar Riders'
esports teams will continue serving the Spanish markets in League
of Legends, Counter-Strike, and FIFA, along with the company's
marketing, production, and influencer management operations,
consisting of Gaming House Media, Mira! Broadcast and 2.10 Talent
Agency. Movistar Riders will continue operating their FIFA team
under the Atlético de Madrid brand. OverActive and Movistar Riders'
leadership teams intend to work together to optimize the
integration of their respective assets, with Fernando Piquer joining OverActive as Chief
Strategy Officer and Carlos García-Acevedo serving as Chief
Commercial Officer (EMEA). Both will report to OverActive CEO
Adam Adamou as members of the
Executive Leadership Team.
"The way to remain relevant in the Esports sector is to maintain
growth to accommodate the needs of our audience," said Fernando Piquer, CEO, Movistar Riders. "We've
been consistent in this area through creating new divisions within
the company, and now, in joining with OverActive Media, we seek to
continue reaching new goals and milestones in the industry."
Transaction
Details
The LOI sets out the terms upon which OverActive, Goatch
and Movistar Riders have agreed to proceed with the
Acquisitions.
The consideration payable by OverActive for each of the
Acquisitions will consist of up to 30 million common shares of the
Company ("Common Shares"), of which 22.5 million Common
Shares will be issued at closing (the "Initial Consideration
Shares") and up to 7.5 half million Common Shares (the "Earn
Out Shares") will be issued based on OAM's EMEA based business
achieving certain adjusted EBITDA targets during the period from
January 1, 2024 to December 31, 2028. Accordingly, the aggregate
consideration payable by OverActive to complete both Acquisitions
is up to 60 million common shares, consisting of 45 million Initial
Consideration Shares and up to 15 million Earn Out Shares.
OverActive will also pay Messrs, Llanos and Piqué a cash fee in
exchange for their ongoing services under the Services Agreements.
Based on the closing price of the Common Shares on January 3, 2024 of $0.19, the value of each acquisition as of today
is up to $5.7M and the deemed value
of each acquisition for the purposes of TSXV Policy 5.3, based on
the Discounted Market Price of the Common Shares of $0.1425 is up to $4,275,000.
All of the Initial Consideration Shares issued in
connection with the Movistar Riders acquisition and a portion of
the Initial Consideration Shares issued in connection with the KOI
acquisition will be subject to a lock up period of either
30-months (in the case of the Movistar Riders acquisition) or five
years (in the case of the KOI acquisition) during which the holders
of the Initial Consideration Shares will not be permitted to trade
the shares without the Company's prior consent, subject to certain
customary and limited exceptions. In addition, in the case of the
KOI acquisition, (i) 20% of the locked-up Initial Consideration
Shares will be released from lock-up on each anniversary of closing
of the Acquisitions and (ii) if either of the Services Agreements
are terminated by OverActive for cause or by either of Messrs.
Llanos or Piqué (other than for "good reason") prior to the end of
the lock-up period, all of the KOI Initial Consideration Shares
that remain subject to lock-up will be cancelled for no
consideration. A portion of the Initial Consideration Shares will
also be escrowed for three years following completion of the
Acquisitions to secure the indemnification obligations of the
vendors under the terms of the definitive purchase agreements in
respect of the Acquisitions.
Each Acquisition will be subject to a number of
conditions, including the negotiation and execution of a definitive
purchase agreement, the concurrent completion of the other
Acquisition, the receipt of all necessary TSXV, board and
third-party approvals (including, in the case of the KOI
Acquisition, the approval of Riot Games for the transfer of KOI's
VCT Team Participation Agreement), OverActive entering into new
contracts with the KOI esports team players and coaches and other
customary conditions that will be set out in the definitive
purchase agreement. Assuming the issuance of all of the Earn Out
Shares, after giving effect to the completion of the transaction,
the Company will have approximately 140 million Common
Shares outstanding, 30 million of which will be owned by the former
owners of Movistar Riders and 30 million will be owned by KOI or
its shareholders. The transaction is an arm's length transaction
and will not result in the creation of a new "Control Person" as
defined in the policies of the TSXV.
Upon closing of the Acquisitions, Gabriel Saenz de Buruaga,
co-founder of Movistar Riders, and Gerard Piqué are expected to
join the Company's board of directors. Mr. Saenz de Buruaga is a
serial entrepreneur with a career devoted to technology, media and
advertising, and telecommunications. He is the founding member of
the ISDI (Higher Institute for Internet Development), a board
member at several companies, and an active investor in the Internet
ecosystem. Their combined experience across Esports, sports and
popular culture is invaluable to the OverActive Board and our
combined shareholders.
"I am absolutely thrilled to have the opportunity to join
what I consider to be the most ambitious digital project on the
scene these days. It is a privilege to be able to work side by side
with professionals of the stature of OverActive Media and KOI,
whose reputation and experience in the industry are indisputable,"
said Gabriel Saenz de Buruaga, Co-Founder, Movistar Riders. "I
firmly believe in the vision and goals of this project, and I am
eager to do my bit to help take it to new heights. I am convinced
that we can make a significant difference in the digital
world."
"Mr. Saenz de Buruaga and Mr. Piqué are leading voices of
influence across their respective industries," said Sheldon Pollack, Chair, OverActive Media. "We're
excited about the opportunities these acquisitions bring to
OverActive. They will allow us to expand our operations
internationally and strengthen our position in esports globally."
Post Consolidation OverActive Media Assets
LEAGUE /
TITLE
|
TEAM
|
Call of Duty
League
|
Toronto
Ultra
|
Overwatch
Esports
|
Toronto
Defiant
|
League of Legends EMEA
Championship
|
MAD Lions
KOI
|
League of Legends Women
& Non-Binary
|
MAD Lions
KOI
|
VALORANT Game
Changers
|
MAD Lions
KOI
|
VALORANT Champions Tour
EMEA
|
Movistar KOI
|
Counterstrike
2
|
Movistar KOI
|
LVP
Superliga
|
Movistar KOI
|
Pokemon
|
Movistar KOI
|
EA FC
|
Atlético de
Madrid
|
The proposed Acquisitions kickstart the new year, building on
the Company's transformative period throughout 2023. OverActive's
evolution builds on its strategic mission to establish teams,
communities and experiences that engage, resonate with, and inspire
generations of fans. In doing so, the Company continues to deliver
meaningful ways for partners to engage and connect with the broader
esports community. The combination, alongside a global rebranding
under a unified name, will create one of the largest powerhouses in
the esports landscape.
Trading Halt
Trading in the Common Shares is currently halted and will
remain halted until either (i) the Company provides evidence
satisfactory to the TSXV that the Acquisitions do not constitute a
"Fundamental Acquisition" for the purposes of TSXV Policy 5.3 or
(ii) the TSXV's receipt and review of acceptable documentation
regarding the Acquisition pursuant to Section 5.6(d) of Exchange
Policy 5.3 and the disclosure of such additional information in
respect of the Acquisitions as may be required by the
TSXV.
Cautionary Note Regarding
Forward-Looking Information
This press release contains statements which constitute
"forward-looking statements" and "forward-looking information"
within the meaning of applicable securities laws (collectively,
"forward-looking statements"), including statements regarding the
plans, intentions, beliefs and current expectations of OverActive
with respect to the Acquisitions. Forward-looking statements are
often identified by the words "may", "would", "could", "should",
"will", "intend", "plan", "anticipate", "believe", "estimate",
"expect" or similar expressions and includes information regarding
(a) the completion of the Acquisitions , (b) the benefits expected
to result from the Acquisitions by the Company, (c) the future
performance of Movistar Riders and KOI, including the achievement
of certain earn-out targets and their continued expansion and
growth, (d) the timing and anticipated receipt of stock exchange
approvals, (e) ability of the parties to enter into definitive
agreements with respect to the Acquisitions and to satisfy the
conditions to the closing of the Acquisitions , and (f) other
statements that are not historical facts.
Investors are cautioned that forward-looking statements are not
based on historical facts but instead OverActive management's
expectations, estimates or projections concerning future results or
events based on the opinions, assumptions and estimates of
management considered reasonable at the date the statements are
made. Although OverActive believes that the expectations reflected
in such forward-looking statements are reasonable, such statements
involve risks and uncertainties, and undue reliance should not be
placed thereon, as unknown or unpredictable factors could have
material adverse effects on future results, performance or
achievements of the OverActive. Among the key factors that could
cause actual results to differ materially from those projected in
the forward-looking statements are the following: the risk that the
parties may not enter into definitive agreements with respect to
the Acquisitions and that the Acquisitions may not be completed on
the terms described herein or at all; the possibility that one or
more of the closing conditions to the Acquisitions may not be
satisfied; risks associated with the integration of the
Acquisitions and the performance of Movistar Riders and KOI
following completion of the Acquisitions; changes in general
economic, business and political conditions, including changes in
the financial markets; changes in applicable laws and regulations
both locally and in foreign jurisdictions; compliance with
extensive government regulation; the risks and uncertainties
associated with foreign markets; and risk factors set out in
OverActive's annual information form for the year ended
December 31, 2021. These
forward-looking statements may be affected by risks and
uncertainties in the business of OverActive and general market
conditions, including COVID-19.
Should one or more of these risks or uncertainties materialize,
or should assumptions underlying the forward-looking statements
prove incorrect, actual results may vary materially from those
described herein as intended, planned, anticipated, believed,
estimated or expected. Although OverActive has attempted to
identify important risks, uncertainties and factors which could
cause actual results to differ materially, there may be others that
cause results not to be as anticipated, estimated or intended and
such changes could be material. OverActive does not intend, and
does not assume any obligation, to update the forward-looking
statements except as otherwise required by applicable law.
ABOUT OVERACTIVE MEDIA
OverActive Media Corp. (TSXV: OAM) is headquartered in
Toronto, Ontario, with operations
in Madrid, Spain and Berlin, Germany. OverActive's mandate is to
build an integrated global company delivering sports, media and
entertainment products for today's generation of fans with a focus
on esports, videogames, content creation and distribution, culture,
and live and online events. OverActive owns team franchises in
professional esports leagues, including (i) the Call of Duty
League, operating as the Toronto Ultra, and (ii) the League of
Legends EMEA Championship, operating as the MAD Lions. OverActive
also leads OAM Live, an events arm that produces both live and
online events.
ABOUT KOI
KOI is the Barcelona
headquartered Esports club founded by Kosmos and Ibai Llanos in December
2021. The club currently has three teams: League of Legends,
which competes in the LVP Superliga; VALORANT, which, after a
season competing in Spain, now
competes in the VALORANT Champions Tour EMEA League; and FIFA.
ABOUT MOVISTAR RIDERS
Movistar Riders is one of the leading eSports clubs in
Spain. Its professional players
represent the Movistar Riders brand in multiple national and
international tournaments, competing in the most popular games such
as League of Legends, CS2, or VALORANT; in addition to having the
Atlético de Madrid - Movistar team
for FIFA.
The club is headquartered at the Movistar eSports Center, in
Matadero Madrid, a high-performance center where both players and
coaching staff have the most advanced means to develop their
activity at the highest level.
For more information, visit the club's official website:
https://www.movistarriders.gg/
Neither the TSXV nor its Regulation Services Provider
(as that term is defined in the policies of the TSXV) accepts
responsibility for the adequacy or accuracy of this release. TSXV:
OAM stock will remain halted pending receipt and review of
acceptable documentation regarding the Fundamental Acquisition
pursuant to Section 5.6(d) of Exchange Policy 5.3.
____________________________
|
1
|
Top 50 Twitch users
sorted by Followers - Socialblade Twitch Stats | Twitch
Statistics
|
2
|
Kings League: La Kings
League cierra 2023 como el segundo canal de deportes más visto del
año | Marca
|
|
|
SOURCE OverActive Media