CREATES NEW COMPANY – ENGINE MEDIA – A COMBINATION AT THE
FOREFRONT OF ESPORTS, NEWS STREAMING AND SPORTS
GAMING
TORONTO, May 11, 2020 /CNW/ -- Torque Esports
Corp. (TSX-V: GAME) (OTCQB: MLLLF) ("Torque", formerly
Millennial Esports Corp.), Frankly Inc. (TSX-V: TLK) (OTCQX: FRNKF)
("Frankly"), and WinView, Inc. ("WinView") today announced
the completion of the business combination previously announced on
March 10, 2020 resulting in the
acquisition of each of Frankly and WinView by Torque, which will
soon change its name to Engine Media Holdings, Inc.
("Engine Media"). It is expected that this transaction will
place Engine Media at the forefront of esports, news streaming and
sports gaming across multiple media platforms. The completion of
the transaction results in a company with a unique combination of
assets, ranging from esports content, streaming technology, sports
gaming, data and analytics as well as intellectual property. Engine
Media will derive its name from the acronym [Esports,
News, Gaming, Interactive Network,
Engagement].
In connection with the completion of the business combination,
Tom Rogers has been appointed
Executive Chairman; Lou Schwartz and
Darren Cox have been appointed as
co-Chief Executive Officers; and Michael
Munoz has been appointed the Chief Financial Officer,
replacing Robert Suttie, who has
resigned.
Engine Media is focused on accelerating new, live, immersive
esports and interactive gaming experiences for consumers through
its partnerships with traditional and emerging media companies. The
company will generate revenue through a combination of:
direct-to-consumer and subscription fees; streaming technology and
data SaaS-based offerings; programmatic advertising and
sponsorships; as well as intellectual property licensing
fees. To date, the combined companies have clients comprised
of more than 1,200 television, print and radio brands including
CNN, ESPN, Discovery / Eurosport, Fox, Vice, Newsweek and Cumulus;
dozens of gaming and technology companies including EA, Activision,
Blizzard, Take2Interactive, Microsoft, Google, Twitch and Ubisoft;
and have connectivity into hundreds of millions of homes around the
world through their content, distribution and technology.
Commenting on the new company and its strategy, Mr. Rogers said:
"Entertainment programming has moved quickly into the streaming
world and now news and sports revenue models are highly challenged
as subscriber fees from the traditional bundle models decline. As
we have seen through the shelter-in-place orders during the
COVID-19 pandemic, news and sports are searching for solutions that
help them better access consumers, provide programming and unique
experiences and tap into new revenue streams. Engine Media is
coming to the table with new ways for the news, information, sports
and esports content to thrive in this new media marketplace. While
each of these businesses have established themselves by focusing on
pieces of a new model, combining and integrating them together can
create the scale that will not only benefit investors, but better
serve clients, partners and customers in this new world."
While working to complete their merger, each company has
continued to drive growth and performance in their respective
businesses and now have the opportunity to work together to
capitalize on additional growth opportunities through the
development of new entertainment services, gaming experiences and
technology solutions. Included among their efforts over the past
several weeks are the following:
- Torque formed a content partnership with the Disney-owned ESPN and has broadcast its
ground-breaking All-Stars esports racing championship, The Race
All-Star Series powered by ROKiT Phones on ESPN and ESPN2
throughout the COVID-19 pandemic.
- Torque Esports also signed a content partnership deal with
Discovery Inc.-owned Eurosport, a
pan-European television sports network, to show The Race All-Star
Series in more than 150 countries and territories across its
channels including cable, satellite, IPTV and simulcast over the
internet and mobile (including social media), VoD and catch
up.
- Frankly worked in partnership with Fox to launch new niche OTT
streaming services focused on delivering targeted content to highly
valuable audiences.
- WinView continues to expand its extensive patent portfolio,
including patents relating to mobile sports gaming, gambling and
other areas.
Lou Schwartz, Co-CEO of the
combined company said: "I am excited to be able to work with Tom
and Darren to lead this company forward. We have a real treasure
trove of assets in terms of technology, content, relationships and
people. Our immediate goal is to put this all together quickly and
effectively so that we can capitalize on the many opportunities
that are in front of us to deliver compelling experiences for
consumers, enhance the performance of our partners, grow revenues,
drive profits and deliver value for our shareholders."
Darren Cox, Co-CEO of the
combined company said: "As our recent agreements with ESPN and
Discovery / Eurosport indicate, the esports industry is
exceptionally popular already and demand for content is rapidly
growing. Our Ultimate Multiparty Gaming (UMG) competition and
broadcasting platform is powering tournaments that bring together
competitors and attract audiences across the world who are craving
an opportunity to play along as interactive participants. With
Frankly and WinView, we now have an opportunity to expand our
business and further establish a leadership position in esports
that embraces consumer demand on every platform and generates even
more meaningful revenue opportunities."
Mr. Rogers added: "There are many integration opportunities but
right off the bat WinView can provide a play along platform for the
millions of esports viewers who tune into Twitch or other platforms
to watch esports, adding a direct-to-consumer fee revenue stream to
the largely sponsorship-based esports business model. In addition,
the Frankly streaming platform provides an excellent way for
esports programming to go well beyond the competitions themselves
and be broadly distributed to a variety of outlets on traditional
television, OTT and on-demand. These are just the beginning and we
are confident that many more growth integration initiatives will
develop from this combination."
In addition to Mr. Rogers, the company also announced that
Steven Zenz has also joined the
board of Torque as a director. Darren
Cox has stepped down as a director of Torque upon completion
of the transaction, but he is expected to stand again for election
as a management nominee, as well as WinView Director Hank Ratner and Frankly Director Lou Schwartz, at Torque's next annual meeting of
shareholders.
Details on the Completion of the Business Combination
Torque has now acquired all of the issued and outstanding shares
of Frankly in exchange for consideration of one Torque common share
for each Frankly common share acquired, pursuant to a court
approved plan of arrangement (the "Frankly Arrangement"),
resulting in the issuance of 33,249,106 common shares of Torque
upon closing the business combination. Torque also concurrently
indirectly acquired WinView, pursuant to a statutory merger under
the laws of the State of Delaware,
with WinView securityholders receiving an aggregate of 26,399,960
common shares of Torque as well as certain contingent
consideration.
Immediately following completion of the business combination,
former Frankly shareholders and WinView securityholders held
approximately 33% and 26% of the post-closing issued and
outstanding shares of Torque, respectively.
In connection with the business combination, the obligations of
Frankly to reimburse WinView for certain legal and
accounting-related expenses relating to the business combination on
an ongoing basis were deferred until after the business combination
was completed.
Former registered shareholders of Frankly will be required to
submit their share certificates and duly completed letters of
transmittal to Computershare Investor Services Inc., as depositary
under the Frankly Arrangement, and follow the instructions provided
in such letter of transmittal, in order to obtain the Torque common
shares issued pursuant to the Frankly Arrangement. It is expected
that the common shares of Frankly will be delisted from the TSX
Venture Exchange at the close of business on or about May 13, 2020.
More About Torque Esports
Torque focuses on three areas - esports data provision, esport
tournament hosting and esports racing.
Torque aims to revolutionize esports racing and the racing
gaming genre via its industry-leading gaming studio Eden Games, which focuses on mobile racing games
and its unique motorsport IP, including World's Fastest Gamer
(created and managed by Torque's wholly-owned subsidiary
IDEAS+CARS, Silverstone UK). With the proposed acquisition of
simulator company Allinsports – Torque offers gamers everything
from Free to Play mobile games to the highest end simulators.
Building on the leading position of Stream Hatchet, another
Torque wholly-owned subsidiary, Torque also provides robust esports
data and management information to brands, sponsors, and industry
leaders. Its tournament organizing arm, UMG Media Ltd., has
recently added a digital tournament platform to its portfolio of
assets in its ever-growing ecosystem.
For more information, visit www.torqueesport.com
More About Frankly
Frankly, through its wholly-owned subsidiary Frankly Media, LLC,
provides a complete suite of solutions that give publishers a
unified workflow for the creation, management, publishing and
monetization of digital content to any device, while maximizing
audience value and revenue.
Frankly's products include a groundbreaking online video
platform for Live, VOD and Live-to-VOD workflows, a full-featured
CMS with rich storytelling capabilities, as well as native apps for
iOS, Android, Apple TV, Fire TV and Roku.
Frankly also provides comprehensive advertising products and
services, including direct sales and programmatic ad support. With
the release of its server-side ad insertion (SSAI) platform, the
company has been positioned to help video producers take full
advantage of the growing market in addressable advertising. Frankly
is headquartered in New York with
offices in Atlanta. Frankly is
publicly traded under ticker "TLK" on Canada's TSX Venture Exchange. For more
information, visit www.franklymedia.com
More About WinView
WinView is a Silicon Valley-based company, pioneering
second-screen interactive TV.
WinView is the nation's leading skill-based sports prediction
mobile games platform. WinView plans to leverage its extensive
experience in pioneering real-time interactive television games
played on the mobile second screen, its foundational patents and
unique business model. The WinView app is an end-to-end two-screen
TV synchronization platform for both television programming and
commercials. The paid entry, skill-based WinView Games app uniquely
enhances TV viewing enjoyment and rewards sports fans with prizes
as they answer in-game questions while competing in real-time
during live televised sports.
Cautionary Statement on Forward-Looking Information
This news release contains forward-looking information within
the meaning of applicable securities laws. Often, but not always,
forward-looking information can be identified by the use of words
such as "plans", "expects" or "does not expect", "is expected",
"estimates", "intends", "anticipates" or "does not anticipate", or
"believes", or variations of such words and phrases or state that
certain actions, events or results "may", "could", "would", "might"
or "will" be taken, occur or be achieved. Forward-looking
information contained in this news release include, but are not
limited to, statements relating to the expectations regarding the
benefits and synergies resulting from the business combination and
the capabilities of the combined entity following the business
combination and anticipated growth of the combined entity. In
respect of the forward-looking information concerning the
anticipated benefits of the business combination, the synergies
expected to be realized and the expected capabilities of the
combined entity following the business combination, Torque and
Frankly have provided such statements and information in reliance
on certain assumptions that they believe are reasonable at this
time, including assumptions as to certain industry trends and
expectations, and management of the combined entity's assumption of
its ability to successfully integrate the businesses and exploit
perceived opportunities, Forward-looking information involves known
and unknown risks, uncertainties and other factors which may cause
the actual results, performance or achievements stated herein to be
materially different from any future results, performance or
achievements expressed or implied by the forward-looking
information. Actual results could differ materially from those
currently anticipated due to a number of factors and risks,
including without limitation risks relating to business
integration, capital requirements, general risks relating to the
ongoing COVID-19 pandemic and the prevailing volatile and adverse
general market conditions and other risks and uncertainties
identified in Torque and Frankly's continuous disclosure filings on
their respective SEDAR profiles. Accordingly, readers should
not place undue reliance on forward-looking information contained
in this news release.
The forward-looking information contained in this news release
are made as of the date of this release and, accordingly, are
subject to change after such date. Torque and Frankly do not assume
any obligation to update or revise any forward-looking information,
whether written or oral, that may be made from time to time by us
or on our behalf, except as required by applicable law.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
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SOURCE Torque Esports Corp.
