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Black Ridge Acquisition Corp. Announces Closing Acquisition
Tuesday 13 August 2019

13 August 2019 - Minnesota, US-based special purpose acquisition company Black Ridge Acquisition Corp. (NASDAQ: BRAC) has closed its business combination with Allied Esports International, Inc. and WPT Enterprises, Inc., pursuant to which both Allied Esports and WPT become wholly-owned subsidiaries of BRAC, the company said.

The transaction was approved at a special meeting of Black Ridge's shareholders on August 9, 2019.

As part of the transaction, Black Ridge changed its name to Allied Esports Entertainment, Inc.; the name change took effect following the closing.

In the deal, Black Ridge acquired sports entertainment firm Ourgame International Holdings Ltd.'s esports and entertainment assets.

The transaction reflects an anticipated initial enterprise value of approximately USD 213.8m.

Ourgame assets acquired by Black Ridge are Allied Esports International, Inc. and WPT Enterprises, Inc. At close, the combined company was renamed Allied Esports Entertainment, Inc. (AESE).

Under terms of the definitive agreement for the transaction, at closing, in exchange for 100% of the equity in the entities comprising the Allied Esports business and WPT business, Black Ridge issued approximately 11.6m shares, with a value of USD 118m, to Ourgame.

Black Ridge also issued the Ourgame investor group warrants to purchase a total of 3.8m shares of Black Ridge common stock at a price per share of USD 11.50. An additional USD 50m of contingent stock consideration is available to Ourgame subject to certain milestones as set forth in the transaction documents.

Ourgame International Holdings Ltd. is a mind sports entertainment company with products, operations and investments across card and board games, mind sports and esports in China and globally.

The company is a pioneer of online card and board games in China, offering more than 200 online games, and is an industry leader in integrated online and offline platforms, reaching more than 700m total users.

Ourgame acquired the World Poker Tour, a premiere gaming entertainment company, in 2015 and has since significantly expanded its operations. Ourgame has developed its esports business through its Allied Esports subsidiary with arenas and operations in China, the United States and Europe.

Black Ridge Acquisition Corp. is a special purpose acquisition company sponsored by Black Ridge Oil and Gas, Inc. (OTCQB: ANFC) for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganisation or similar business combination with one or more businesses or assets. Black Ridge acquisition Corp. completed its initial public offering in October 2017, raising USD 138m in cash proceeds.

Esports International, Inc. is a premier esports entertainment company with a global network of dedicated esports properties and content production facilities. Allied Esports is a subsidiary of Ourgame International (SEHK: 899), owner of WPT Enterprises, Inc., the operator of The World Poker Tour.

WPT Enterprises, Inc. is the creator of the World Poker Tour the premier name in internationally televised gaming and entertainment with brand presence in land-based tournaments, television, online and mobile.

Macquarie Capital acted as M and A and capital markets advisor to Black Ridge. EarlyBird Capital acted as capital markets advisor. Graubard Miller provided legal counsel to Black Ridge. Maslon LLP provided legal counsel to Allied Esports and WPT. Skadden, Arps, Slate, Meagher and Flom LLP provided legal counsel to Ourgame.
Details
Date Published: 13/08/2019
Target: Allied Esports International, Inc. and WPT Enterprises, Inc
Country: USA
Deal Size: 213.8m (USD)
Sector: Leisure/Arts
Type: Corporate acquisition
Financing: Stock
Status: Agreed
Vendor:
Buyer: Black Ridge Acquisition
Buyer Advisor: Macquarie Capital , EarlyBird Capital , Graubard Miller
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