Under the agreement, brokered with the Tiidal Gaming Holdings subsidiary of Tiidal Gaming Group Corp, Entain will purchase all issued and outstanding shares of Sportsflare.
The purchase price will be retained by Tiidal in a holding account for 180 days following the closing, during which it may access the funds to satisfy any working capital adjustment or claims brought by Entain, and up to 20% of the funds to pay reasonable costs related to the deal.
The deal was negotiated at arm’s length and remains subject to certain conditions including the approval of Tiidal shareholders, with a vote to take place at a meeting on 26 April, and the receipt of all required consents.
In addition, the agreement includes a $500,000 termination fee, payable by Tiidal Holdings to Entain in the case of certain terminating events.
Sportsflare counts Flash Markets, which allows users to bet in-game on live esports events, among its innovations.
“I am incredibly proud of what the Sportsflare team has done over the last year; given the capital markets environment, we believed it was best to find a great home for Sportflare in order to maximize value for Tiidal shareholders,” Tiidal chief executive Thomas Hearne said.
“Sportsflare will be a great fit with Entain’s strong presence in the industry and our board of directors is confident that Sportsflare joining Entain is the best long-term solution for its employees and partners.”
In connection with the deal, Tidal Gaming Group, Tiidal Holdings and Sportsflare entered into a definitive loan agreement with Ladbrokes Group Finance, an affiliate of Entain.
This arrangement includes a secured credit facility in the aggregate principal amount of up to NZ$1.7m, a NZ$1.2m advance of which was made on 2 February.
Should the acquisition not be terminated but not complete in time, then further advances of NZ$250,000 will be made this month and NZ$250,000 next month.
The acquisition further strengthens Entain’s presence in the esports betting vertical, and follows the relaunch of Unikrn in December last year.
Entain acquired Unikrn’s product, platform and technology in October 2021, then shuttered its customer-facing operations for redevelopment.
