UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: August 21,
2009
(Date of earliest event reported)
WPT
ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
Delaware |
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0-50848 |
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77-0639000 |
(State or other jurisdiction |
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(Commission |
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(I.R.S. Employer |
of incorporation) |
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File Number) |
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Identification No.) |
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5700 Wilshire Blvd., Suite 350,
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90036 |
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(Address of principal executive offices) |
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(Zip Code) |
(323) 330-9900
Registrants telephone number, including area code:
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement.
Asset Purchase Agreement
WPT Enterprises, Inc. (the Company) has entered into an Asset Purchase Agreement (the Purchase Agreement), dated August 24, 2009, with Peerless Media Ltd. (Buyer) pursuant to which the Company has agreed to sell substantially all of its operating assets other than cash, investments and certain excluded assets to Buyer. ElectraWorks Ltd., the parent of Buyer (Parent) has guaranteed the performance of all obligations of Buyer under the Purchase Agreement (the Guaranty Agreement). Pursuant to the Purchase Agreement, Buyer has agreed to acquire the assets and assume the liabilities set forth in the Purchase Agreement (collectively, the Transaction). The Company will retain all cash and cash equivalents, investments in debt securities and put rights, certain other investment and litigation assets, future foreign sponsorship revenues from the license of Season Seven of the World Poker Tour® television series to PokerStars, certain office lease obligations, all employment obligations and the other assets and liabilities set forth in the Purchase Agreement.
In December 2006, the Company signed a multi-year agreement with iGlobalMedia Marketing (Gibraltar) Limited, a subsidiary of the parent company of Buyer and Parent, PartyGaming Plc (PartyGaming). PartyGaming sponsors international broadcasts of Seasons Four, Five and Six of the World Poker Tour and Season One of the Professional Poker Tour®. The terms of the agreement with iGlobalMedia Marketing (Gibraltar) Limit ed were previously disclosed in, and the agreement was filed as an exhibit to, the Companys Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission (SEC) on March 15, 2007. PartyGaming is the largest customer of the Company and accounted for 30% of the Companys revenues for the six months ended June 28, 2009. There are no other material existing relationships among the Company, Buyer and Parent or any of their respective affiliates, other than with respect to the Purchase Agreement and the related ancillary agreements.
Buyer will pay the Company $12.3 million less the amount of certain obligations of PartyGaming or its affiliates accruing or paid to the Company from July 10, 2009 through the close of the Transaction (the Close), as more fully described in Section 2.6 of the Purchase Agreement. $1 million of such amount shall be paid by Buyer to the Company upon the execution of the Purchase Agreement and the balance shall be paid to the Company at the Close.
Buyer has also agreed to pay the Company 5% of future gaming and other revenues, as described in the Purchase Agreement from the use of the Companys brands by Buyer. Buyer has guaranteed that the Company will receive at least an aggregate of $3 million during the three years following the Close under this future revenue sharing arrangement. For the two year period following the Close, 20% of the proceeds from the future revenue sharing arrangement will be placed into an escrow account to settle the Companys indemnification obligations, if any, arising under the Purchase Agreement and the related ancillary agreements. The amounts deposited into such escrow account shall not be the sole source of recovery for the Companys indemnification obligations to Buyer.
The net cash proceeds from the Transaction will be retained by the Company and the Company plans to use the cash to develop or acquire a non-poker related business. The
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Company does not currently intend to distribute any proceeds from the Transaction to Company stockholders.
The Purchase Agreement may be terminated by either Buyer or the Company if the Closing has not occurred by February 24, 2010 or upon the occurrence of certain customary events as set forth in the Purchase Agreement. In addition, if the Purchase Agreement is terminated under certain circumstances, including a determination by the Companys Board of Directors to accept an acquisition proposal it deems superior to the Transaction, the Company has agreed to pay Buyer a $1 million termination fee and, in certain instances, to reimburse Buyer for the $1 million initial payment delivered to the Company upon the execution of the Purchase Agreement.
The Purchase Agreement and the Guaranty Agreement contain customary representations and warranties, covenants and indemnification provisions. The Close is subject to closing conditions, including the approval of the Transaction by the Companys stockholders and other customary closing conditions.
The foregoing description of the Transaction does not purport to be a complete statement of the parties rights under the Purchase Agreement and the Guaranty Agreement and is qualified in its entirety by reference to the full text of the Purchase Agreement and Guaranty Agreement, a copy of which is filed with this Current Report as Exhibit 2.1 and Exhibit 2.2, respectively and are incorporated by reference herein.
The Companys Board of Directors has unanimously approved the Purchase Agreement and adopted resolutions recommending stockholder approval of the Purchase Agreement. The Company has agreed to hold a stockholders meeting to submit the Purchase Agreement to its stockholders for their approval.
On August 24, 2009, the Company issued a press release announcing the signing of the Purchase Agreement. This press release is filed as Exhibit 99.1 to this Current Report and is incorporated herein by reference.
Stockholder Voting Agreements
In connection with the execution of the Purchase Agreement, Buyer and certain of the directors and executive officers of the Company and their affiliates entered into stockholder voting agreements (Voting Agreements) to vote their shares of Company common stock in favor of approval of the asset sale and against the approval or adoption of any alternative transactions. The directors, officers and affiliates also granted to Buyer a proxy to vote their shares of Company common stock in favor of the approval of the asset sale and agreed to not transfer their shares of Company common stock prior to the expiration of the Voting Agreements. These directors, officers and affiliates own or control an aggregate of approximately 39% of the Companys common stock. The foregoing description of the Voting Agreements does not purport to be complete and is qualified in its entirety by reference to the Voting Agreements, the form agreement of which is filed as Exhibit 9.1 to this Current Report and is incorporated herein by reference.
Change in Control Arrangements
The previously announced change in control payments to three executive officers if a sale of the Companys assets closed in 2009 also apply to the proposed Transaction with
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Peerless Media. The terms of such change in control payments were previously disclosed in the Companys Current Report on Form 8-K, filed with the SEC on February 13, 2009 and the Current Report on Form 8-K, filed with the SEC on August 3, 2009.
Important Additional Information Will Be Filed With the SEC
The Company plans to file with the SEC and mail a proxy statement to its stockholders in connection with the proposed Transaction and the other corporate matters described therein. The proxy statement will contain important information about the Company, Buyer and Parent, the proposed Transaction and the Purchase Agreement, and the other corporate matters described therein. Investors and security holders are urged to read the proxy statement carefully when it is available before making any voting or investment decision with respect to the proposed Transaction and the other corporate matters described therein.
Investors and security holders will be able to obtain free copies of the proxy statement and other documents filed by the Company with the SEC through the website maintained by the SEC at www.sec.gov.
In addition, investors and security holders will be able to obtain free copies of the proxy statement from the Company by contacting WPT Enterprises, Inc. Attn.: Investor Relations at 5700 Wilshire Blvd., Suite 350, Los Angeles, CA 90036 or by calling 323-330-9900.
The Company and its directors and executive officers, may be deemed to be participants in the solicitation of proxies with respect to the proposed Transaction and the other corporate matters set forth in the proxy statement. Information regarding the Companys directors and executive officers and their ownership of Company shares is contained in the Companys Annual Report on Form 10-K for the year ended December 28, 2008 and its definitive proxy statement for the Companys 2009 Annual Meeting of Stockholders which was filed with the SEC on March 31, 2009, and is supplemented by other public filings made, and to be made, with the SEC. The Companys directors and executive officers own approximately 33% of the Companys common stock. A more complete description will be available in the proxy statement filed in connection with the proposed Transaction. Investors and security holders may obtain additional information regarding the direct and indirect interests of the Company and its directors and executive officers with respect to the proposed Transaction by reading the proxy statement and other filings referred to above.
Safe Harbor for Forward-Looking Statements
The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. Certain information included in this Current Report (as well as information included in oral statements or other written statements made or to be made by executive officers or directors of the Company) contains statements that are forward-looking, such as expectations about the proposed Transaction and the Purchase Agreement, the retention of the net cash proceeds by the Company, the timetable for completing the transaction, the ability to enter into one or more strategic transactions to combine with another company, future revenues earned by Buyer with the Companys brands and the Companys participation in the future revenues, and the proxy statement
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to ask Company stockholders to approve the proposed Transaction and the Purchase Agreement. Such forward-looking information involves important risks and uncertainties that could significantly affect anticipated results in the future and, accordingly, such results may differ from those expressed in any forward-looking statements made by or on behalf of the Company. These risks and uncertainties include, but are not limited to, the risk that the Companys stockholders do not approve the Purchase Agreement, the risk that the proposed Transaction is not closed, the risk that the Company does not acquire or develop another business using the net cash proceeds from the Transaction, and the risk that Buyer does not earn significant future revenues with the brands and that the Company does not participate in the future revenues. For more information, review the Companys filings with the SEC.
Item 1.02 Termination of a Material Definitive Agreement
On July 28, 2009, the Company entered into an Asset Purchase Agreement (the Gamynia Purchase Agreement) with Gamynia pursuant to which the Company agreed to sell substantially all of its operating assets other than cash, investments and certain excluded assets to Gamynia. Borucoral Limited (Guarantor) has guaranteed the performance of all obligations of Gamynia under the Gamynia Purchase Agreement (the Gamynia Guaranty Agreement). At the close of the Gamynia Purchase Agreement, the Company was to have received a $9,075,000 cash payment from Gamynia. Gamynia also agreed to pay the Company 4% of future gaming revenues, as described in the Gamynia Purchase Agreement and 5% of future sponsorship and other non-gaming revenues, as described in the Gamynia Purchase Agreement.
The Companys Board of Directors concluded that the Transaction with Peerless Media was financially superior to the Gamynia Purchase Agreement and terminated the Gamynia Purchase Agreement and the Gamynia Guaranty Agreement on August 21, 2009. The Company is obligated to pay a $1 million termination fee to Gamynia pursuant to the Gamynia Purchase Agreement. There are no other material existing relationships among the Company, Gamynia, Guarantor or any of their respective affiliates, other than with respect to the Gamynia Purchase Agreement and related ancillary agreements.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
2.1 Asset Purchase Agreement dated August 24, 2009 by and among Peerless Media Ltd. and WPT Enterprises, Inc. *
2.2 Guaranty Agreement dated as of August 24, 2009 made by ElectraWorks Ltd. in favor of WPT Enterprises, Inc.
9.1 Form Stockholder Voting Agreement
99.1 Press Release issued August 24, 2009
*Exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish a supplemental copy of any omitted exhibit to the SEC upon request.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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WPT Enterprises, Inc. |
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August 24, 2009 |
By: |
/s/ Thomas Flahie |
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Name: Thomas Flahie |
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Title: Interim Chief Financial Officer |
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Exhibit 2.1
ASSET PURCHASE AGREEMENT
This Asset Purchase Agreement is entered into as of August 24, 2009, by and between Peerless Media Ltd., a Gibraltar private limited company ( Buyer ), and WPT Enterprises Inc ., a Delaware corporation ( Seller ).
A. Seller engages in the business of developing, producing, marketing and licensing televised programming based on poker themes, including through (i) providing multi-media entertainment services through the domestic and international licensing of television broadcasts, international television sponsorship, and casinos and card rooms that host televised events; (ii) offering branded consumer products, and corporate sponsorship and management of televised and live events; (iii) operating international and domestic subscription service and freeplay online gaming websites; and (iv) developing the Chinese national card game (known as Tuo La Ji or Traktor Poker) (the foregoing, excluding the business of Seller relating to the Excluded Assets, is referred to herein as the Business ).
B. Seller desires to sell to Buyer, on the terms and conditions set forth herein, substantially all of the assets of Seller, other than the Excluded Assets (as defined below).
C. Buyer desires to purchase substantially all of the assets of Seller, other than the Excluded Assets, and is prepared to assume the liabilities and obligations of Seller as set out in this Agreement, other than the Excluded Liabilities (as defined below), on the terms and conditions set forth herein.
Now, therefore, in consideration of the mutual agreements, representations, warranties and covenants set forth below, and intending to be legally bound, Buyer and Seller agree as follows:
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Person, whether through the ownership of voting securities, contract or otherwise.
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Notwithstanding anything to the contrary in this clause Section 3.2.1 where a new revenue stream is created by Buyer and/or its Affilliates in relation to Section 3.2.1.1 or Section 3.2.1.2 which uses the Purchased Assets that revenue shall be subject to the revenue sharing arrangements hereunder.
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Each of the parties hereto agrees that it shall undertake as follows:
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For the avoidance of doubt, the covenants set forth in this Section 7.2 are limited to the Business and the Purchased Assets and are not intended to in any way limit or proscribe Sellers conduct with respect to the Excluded Assets.
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SELLER : |
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BUYER : |
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WPT Enterprises Inc. |
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Peerless Media Ltd. |
5700 Wilshire Boulevard, Suite 350 |
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c/o ElectraWorks Ltd. |
Los Angeles, CA 90036 |
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Suite 711 |
Attn: Chief Executive Officer |
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Europort |
Telephone: (323) 330-9844 |
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Gibraltar |
Facsimile: (323) 330-9901 |
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Attn: General Counsel |
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Telephone: 00350 200 40126 |
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Facsimile: 00350 200 42671 |
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With a copy to: |
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With a copy to: |
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Liner Grode Stein Yankelevitz Sunshine |
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ElectraWorks Ltd. |
Regenstreif & Taylor LLP |
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Suite 711 |
1100 Glendon Avenue, 14th Floor |
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Europort |
Los Angeles, CA 90024 |
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Gibraltar |
Attn: Joshua B. Grode, Esq. |
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Attn: Company Secretary |
Telephone: (310) 500-3500 |
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Telephone: 00350 200 40126 |
Facsimile: (310) 500-3501 |
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Facsimile: 00350 200 42671 |
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PARENT : |
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ElectraWorks Ltd. |
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Suite 711 |
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Europort |
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Gibraltar |
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Attn: General Counsel |
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Telephone: 00350 200 40126 |
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Facsimile: 00350 200 42671 |
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With a copy to: |
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ElectraWorks Ltd. |
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Suite 711 |
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Europort |
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Gibraltar |
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Attn: Company Secretary |
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Telephone: 00350 200 40126 |
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Facsimile: 00350 200 42671 |
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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized officers of Seller and Buyer as of the date first above written.
BUYER :
Peerless Media Ltd. ,
a Gibraltar private limited company
By: |
/s/ Neil Cottar |
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Name: |
Neil Cottar |
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Title: |
Director |
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SELLER :
WPT Enterprises, Inc. ,
a Delaware corporation
By: |
/s/ Steven Lipscomb |
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Name: |
Steven Lipscomb |
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Title: |
Founder, President & CEO |
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APPENDIX A
Dispute Resolution
Exhibit 2.2
GUARANTY
This GUARANTY (this Guaranty ), dated as of August 24, 2009, is made by ElectraWorks Ltd., a Gibraltar private limited company ( Guarantor ), in favor of WPT Enterprises, Inc., a Delaware corporation ( Beneficiary or Seller ).
WHEREAS, simultaneously herewith, Seller and Peerless Media Ltd., a Gibraltar private limited company ( Buyer ), are entering into that certain Asset Purchase Agreement of even date herewith (the Asset Purchase Agreement ), pursuant to which Buyer is agreeing to purchase substantially all of the assets of Seller, other than the Excluded Assets (as defined therein);
WHEREAS, it is a condition precedent to the execution and delivery of the Asset Purchase Agreement by Seller that Guarantor execute and deliver this Guaranty;
WHEREAS, Buyer is a wholly-owned subsidiary of Guarantor and Guarantor will receive substantial economic benefit from the consummation of the transactions contemplated by the Asset Purchase Agreement; and
WHEREAS, Guarantor is executing and delivering this Guaranty to guarantee the Guaranteed Obligations (as defined below) on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises set forth above and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
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As used in this paragraph, any reference to the principal includes Buyer and any reference to the creditor includes Beneficiary. No other provision of this Guaranty shall be construed as limiting the generality of any of the covenants and waivers set forth in this paragraph.
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GUARANTOR : |
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SELLER : |
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ElectraWorks Ltd. |
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WPT Enterprises Inc. |
Suite 711 |
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5700 Wilshire Boulevard, Suite 350 |
Europort |
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Los Angeles, CA 90036 |
Gibraltar |
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Attn: Chief Executive Officer |
Attn: General Counsel |
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Telephone: (323) 330-9844 |
Telephone: 00350 200 40126 |
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Facsimile: (323) 330-9901 |
Facsimile: 00350 200 42671 |
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With a copy to: |
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With a copy to: |
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ElectraWorks Ltd. |
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Liner Grode Stein Yankelevitz Sunshine |
Suite 711 |
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Regenstreif & Taylor LLP |
Europort |
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1100 Glendon Avenue, 14th Floor |
Gibraltar |
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Los Angeles, CA 90024 |
Attn: Company Secretary |
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Attn: Joshua B. Grode, Esq. |
Telephone: 00350 200 40126 |
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Telephone: (310) 500-3500 |
Facsimile: 00350 200 42671 |
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Facsimile: (310) 500-3501 |
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(b) The rights, powers and remedies given to Beneficiary by this Guaranty are cumulative and shall be in addition to and independent of all rights, powers and remedies given to Beneficiary by virtue of any statute or rule of law or in any of the WPT Transaction Documents or any agreement between Guarantor and Beneficiary or between Beneficiary and either of Buyer. Any forbearance or failure to exercise, and any delay by Beneficiary in exercising, any right, power or remedy hereunder shall not impair any such right, power or remedy or be construed to be a waiver thereof, nor shall it preclude the further exercise of any such right, power or remedy
(c) Notwithstanding anything to the contrary contained herein, the obligations of Guarantor under this Guaranty shall not be larger in amount nor in any other respects more burdensome than the Guaranteed Obligations and if the obligations of Guarantor under this Guaranty exceed the Guaranteed Obligations such obligations shall be reduced in proportion to the Guaranteed Obligations. Except as expressly waived by Guarantor herein, Guarantor shall be entitled to assert any defenses available to Buyer under the WPT Transaction Documents.
(d) The provisions of this Guaranty shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Guaranty, or the application thereof to any Person or any circumstance, is held by a court of competent jurisdiction to be invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Guaranty and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.
(e) This Guaranty, together with the other Transaction Documents, are the product of both of the parties hereto, constitute the entire agreement between such parties pertaining to the subject matter hereof and thereof, and merges all prior negotiations and drafts of the parties with regard to the transactions contemplated herein and therein. Other than as contained in this Guaranty and the other Transaction Documents, there are no other written or oral representations, agreements, arrangements, or understandings existing between the parties hereto regarding this Guaranty.
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IN WITNESS WHEREOF, this Guaranty has been duly executed and delivered by the duly authorized officers of Guarantor and Seller as of the date first above written.
GUARANTOR : |
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ElectraWorks Ltd. , |
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a Gibraltar private limited company |
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By: |
/s/ Neil Cottar |
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Name: |
Neil Cottar |
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Title: |
Director |
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Seller : |
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WPT Enterprises, Inc. , |
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a Delaware corporation |
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By: |
/s/ Steven Lipscomb |
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Name: |
Steven Lipscomb |
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Title: |
Founder, President & CEO |
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GUARANTY
SIGNATURE PAGE
APPENDIX A
Dispute Resolution
(a) Arbitration as Exclusive Remedy . Except for actions seeking injunctive relief, which may be brought before any court having jurisdiction, any claim arising out of or relating to (i) this Guaranty, including its validity, interpretation, enforceability or breach, or (ii) the relationship between the parties (including its commencement and termination) whether based on breach of covenant, breach of an implied covenant or intentional infliction of emotional distress or other tort of contract theories, which are not settled by agreement between the parties, shall be settled by arbitration in Los Angeles, California before a single arbitrator in accordance with the Commercial Arbitration Rules of JAMS/Endispute ( JAMS ) then in effect. The parties hereby (i) consent to the in personam jurisdiction of the Superior Court of the State of California for purposes of confirming any such award and entering judgment thereon; and (ii) agree to use their best efforts to keep all matters relating to any arbitration hereunder confidential. In any arbitration proceedings hereunder, (a) all testimony of witnesses shall be taken under oath; (b) discovery will be allowed under the provisions of Section 1283.05 of the California Code of Civil Procedure, as presently in force, which are incorporated herein; and (c) upon conclusion of any arbitration, the arbitrators shall render findings of fact and conclusions of law in a written opinion setting forth the basis and reasons for any decision reached and deliver such documents to each party to this Guaranty along with a signed copy of the award in accordance with Section 1283.6 of the California Code of Civil Procedure. Each party agrees that, except as otherwise set forth herein, the arbitration provisions of this Guaranty are its exclusive remedy and expressly waives any right to seek redress in another forum. The fees of the neutral arbitrator shall be borne equally by each party during the arbitration, but the fees of the neutral arbitrator shall be borne by the losing party.
(b) Exclusive Jurisdiction of California Courts . With respect to matters not covered by arbitration, or for the purpose of confirming any arbitration award, each of the parties irrevocably submits to the exclusive jurisdiction of the state courts of the State of California located in Los Angeles, California, or the United States Federal District Court for California for the purposes of any suit, action or other proceeding arising out of this Guaranty. Each of the parties agrees to commence any action, suit or proceeding relating hereto in such courts. Each of the parties further agrees that service of any process, summons, notice or document by U.S. registered mail to such partys respective address set forth herein will be effective service of process for any action, suit or proceeding in the State of California with respect to any matters to which it has submitted to jurisdiction as set forth above in the immediately preceding sentence. Each of the parties irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Guaranty in any such court and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in such court has been brought in an inconvenient forum.
(c) Attorneys Fees . In any dispute between the parties hereto or their representatives concerning any provision of this Guaranty or the rights and duties of any Person hereunder, the party or parties substantially prevailing in such dispute will be entitled, in addition to such other relief as may be granted, to the reasonable attorneys fees and court costs incurred by reason of such dispute.
Exhibit 9.1
VOTING AGREEMENT
THIS VOTING AGREEMENT (this Agreement ) is entered into as of [ ], 2009 by and among Peerless Media Ltd., a Gibraltar private limited company ( Buyer ), and each Person listed on the signature page hereof as a stockholder (each, a Stockholder and, collectively, the Stockholders ).
RECITALS
A. Each Stockholder beneficially owns (as such term is defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) and is entitled to dispose of (or to direct the disposition of) and to vote (or to direct the voting of) the number of shares of common stock, par value $.001 per share (the Common Stock ), of WPT Enterprises Inc., a Delaware corporation (the Company ), set forth opposite such Stockholders name on Schedule A attached hereto (such shares of Common Stock, together with all other shares of capital stock of the Company acquired by such Stockholder after the date hereof and during the term of this Agreement, being collectively referred to herein as the Subject Shares ).
B. Subsequent to the execution and delivery of this Agreement, Seller, Buyer and ElectraWorks Ltd., a Gibraltar private limited company ( Parent ), intend to enter into an Asset Purchase Agreement (the Asset Purchase Agreement ).
C. Pursuant to the Asset Purchase Agreement, Buyer shall agree to purchase substantially all of the assets of Seller, other than the Excluded Assets, and to assume certain liabilities and obligations of Seller as set out in the Asset Purchase Agreement, other than the Excluded Liabilities, on the terms and conditions set forth therein (the Asset Purchase Transaction ), as will be more fully described in the Proxy Statement (the Proxy Statement ) to be filed by Buyer with the Securities and Exchange Commission in connection therewith.
D. The Stockholders believe that they, and the other stockholders of the Company, will derive substantial direct and indirect benefit from the Asset Purchase Transaction.
E. The Stockholders desire to enter into this Agreement to induce Buyer to enter into the Asset Purchase Agreement and the Stockholders desire to vote the Subject Shares so as to facilitate the consummation of the Asset Purchase Transaction.
NOW, THEREFORE, in consideration of the foregoing and the mutual premises, representations, warranties, covenants and agreements contained herein, the parties hereto, intending to be legally bound, hereby agree as follows:
1. Agreement to Vote Shares . Until the Expiration Date (as defined below), at every annual or special meeting of stockholders of the Company called with respect to any of the following, and at every adjournment or postponement thereof, and on every action or approval by written consent of stockholders of the Company with respect to any of the following (each such annual, special, adjourned or postponed meeting and written consent, each, a Stockholder Vote ), each
Stockholder shall vote (or cause to be voted), to the extent not voted by the person(s) appointed under the Proxy (as defined in Section 2 ), the Subject Shares (and each class thereof) held by such Stockholder:
(i) in favor of the approval of the Asset Purchase Transaction and in favor of any other actions contemplated by the Proxy Statement and any action required in furtherance thereof;
(ii) against approval of any proposal made in opposition to, or in competition with, consummation of the Asset Purchase Transaction and the transactions contemplated by the Proxy Statement;
(iii) against any of the following actions (other than those actions that relate to the Asset Purchase Transaction and the transactions contemplated by the Proxy Statement): (A) any Acquisition Proposal or any merger agreement, merger, consolidation, business combination, sale of substantial assets, reorganization or recapitalization of the Company with any party, (B) any sale, lease or transfer of any substantial part of the assets of the Company (other than in connection with the Asset Purchase Transaction), (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company, (D) any material change in the capitalization of the Company or corporate structure of the Company; or (E) any other action that would reasonably be expected to impede, interfere with, delay, postpone, discourage or adversely affect the Asset Purchase Transaction or any other transactions contemplated by the Proxy Statement;
(iv) in favor of waiving any notice that may have been or may be required relating to any sale of assets, any reorganization of the Company, change of control or acquisition of the Company by any other Person, or any consolidation or merger of the Company with or into any other Person; and
(v) in favor of any adjournment or postponement recommended by the Company with respect to any stockholder meeting with respect to the Asset Purchase Transaction.
Any such vote shall be cast in accordance with such procedures relating thereto so as to ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote. Each Stockholder agrees not to enter into any agreement or commitment with any Person the effect of which would be inconsistent with or violative of the provisions and agreements contained in this Section 1 .
2. Irrevocable Proxy . Concurrently with the execution of this Agreement, each Stockholder agrees to deliver to Buyer an irrevocable proxy in the form attached hereto as Exhibit A (the Proxy ), which shall be irrevocable to the fullest extent permitted by applicable Law, covering the total number of Subject Shares as to which such Stockholder holds beneficial ownership at the time of the applicable Stockholder Vote.
3. Representations and Warranties of Each Stockholder . Each Stockholder severally (and not jointly) represents and warrants to Buyer as follows:
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(a) Due Authorization and Organization . Such Stockholder, if an entity, is organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization (as applicable). The execution and delivery of this Agreement (and all other agreements and instruments contemplated under this Agreement) by such Stockholder, the performance by such Stockholder of its respective obligations hereunder, and the consummation by such Stockholder of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Stockholder, and no other act or proceeding on the part of or on behalf of such Stockholder is necessary to approve the execution and delivery of this Agreement and such other agreements and instruments, the performance by such Stockholder of its obligations hereunder and the consummation of the transactions contemplated hereby. Such Stockholder has the requisite power and authority to execute and deliver this Agreement, to consummate the transactions hereby contemplated and to take all other actions required to be taken by such Stockholder pursuant to the provisions hereof.
(b) No Conflicts . There is no requirement applicable to such Stockholder to make any filing, declaration or registration with, or to obtain any permit, authorization, consent or approval of, any Governmental Entity as a condition to the consummation by such Stockholder of the transactions contemplated by this Agreement. Neither the execution, delivery and performance of this Agreement, nor the consummation of the transactions contemplated hereby, will, with or without the passage of time or the delivery of notice or both, (a) conflict with, violate or result in any breach of the terms, conditions or provisions of the constitutive documents of such Stockholder, as applicable, (b) conflict with or result in a violation or breach of, or constitute a default (or give rise to any right of termination, cancellation or acceleration) under any contract, notice, bond, mortgage, lease or other instrument or obligation to which such Stockholder or by which any of the assets of such Stockholder are bound, or (c) violate any Law or order, writ, injunction or decree of any Governmental Entity applicable to such Stockholder or by which any properties or assets of such Stockholder may be bound.
(c) The Subject Shares . Schedule A attached hereto sets forth, opposite such Stockholders name, the number of Subject Shares over which such Stockholder has record or beneficial ownership as of the date hereof. As of the date hereof, such Stockholder is the record or beneficial owner of the Subject Shares denoted as being owned by such Stockholder on Schedule A and has the sole power to vote (or cause to be voted) such Subject Shares. Except as set forth on Schedule A , neither such Stockholder nor any controlled affiliate of such Stockholder owns or holds any right to acquire any additional shares of any class of capital stock of the Company or other securities of the Company or any interest therein or any voting rights with respect to any securities of the Company. Such Stockholder has good and valid title to the Subject Shares denoted as being owned by such Stockholder on Schedule A , free and clear of any and all pledges, mortgages, liens, charges, proxies, voting agreements, encumbrances, adverse claims, options, security interests and demands of any nature or kind whatsoever, other than those created by this Agreement, as disclosed on Schedule A , or as would not prevent such Stockholder from performing its obligations under this Agreement.
(d) Reliance By Buyer . Such Stockholder understands and acknowledges that Buyer is carrying out the Asset Purchase Transaction in reliance upon such Stockholders execution and delivery of this Agreement.
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(e) Litigation . As of the date hereof, there is no action, proceeding or investigation pending or threatened against such Stockholder that questions the validity of this Agreement or any action taken or to be taken by such Stockholder in connection with this Agreement.
4. Representations and Warranties of Buyer . Buyer hereby represents and warrants to the Stockholders as follows:
(a) Due Authorization and Organization . Buyer is a private limited company duly organized, validly existing and in good standing under the laws of Gibraltar. The execution and delivery of this Agreement (and all other agreements and instruments contemplated under this Agreement) by Buyer, the performance by Buyer of its obligations hereunder, and the consummation by Buyer of the transactions contemplated hereby have been duly authorized by all necessary action by Buyers board of directors, and no other act or proceeding on the part of or on behalf of Buyer is necessary to approve the execution and delivery of this Agreement and such other agreements and instruments, the performance by Buyer of its obligations hereunder and the consummation of the transactions contemplated hereby. Buyer has the requisite power and authority to execute and deliver this Agreement, to consummate the transactions hereby contemplated and to take all other actions required to be taken by Buyer pursuant to the provisions hereof.
(b) Conflicts . There is no requirement applicable to Buyer to make any filing, declaration or registration with, or to obtain any permit, authorization, consent or approval of, any Governmental Entity as a condition to the consummation by Buyer of the transactions contemplated by this Agreement. Neither the execution, delivery and performance of this Agreement, nor the consummation of the transactions contemplated hereby, will, with or without the passage of time or the delivery of notice or both, (a) conflict with, violate or result in any breach of the terms, conditions or provisions of the Certificate of Incorporation or Articles or Bylaws (or similar corporate document) of Buyer, (b) conflict with or result in a violation or breach of, or constitute a default (or give rise to any right of termination, cancellation or acceleration) under any contract, notice, bond, mortgage, lease or other instrument or obligation to which Buyer or by which any of the assets of Buyer are bound, or (c) violate any Law or order, writ, injunction or decree of any Governmental Entity applicable to Buyer or by which any properties or assets of Buyer may be bound.
5. Covenants of Each Stockholder . Until the termination of this Agreement in accordance with Section 7 , each Stockholder, in its capacity as such, agrees as follows:
(a) Each Stockholder agrees not to, directly or indirectly, (i) sell, transfer, tender, pledge, hypothecate, encumber, assign or otherwise dispose of (collectively, a Transfer ) or enter into any agreement, option or other arrangement with respect to, or consent to a Transfer of, or convert or agree to convert, any or all of the Subject Shares to any Person, except in each case for Transfers to such Stockholders affiliates as agree to be bound hereby, or (ii) grant any proxies, deposit any Subject Shares into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to any of the Subject Shares, other than pursuant to this Agreement. Such Stockholder further agrees not to commit or agree to take any of the foregoing actions or take any action that would have the effect of preventing, impeding, interfering with or adversely affecting its ability to perform its obligations under this Agreement.
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(b) Such Stockholder shall not, nor shall such Stockholder permit any controlled Affiliate of such Stockholder to, nor shall such Stockholder act in concert with or permit any controlled Affiliate to act in concert with any Person to make, or in any manner participate in, directly or indirectly, a solicitation (as such term is used in the rules of the Securities and Exchange Commission) of proxies or powers of attorney or similar rights to vote, or seek to advise or influence any Person with respect to the voting of, any shares of Common Stock intended to facilitate any Acquisition Proposal or to cause stockholders of the Company not to vote to approve and adopt the Asset Purchase Transaction, and the related transactions. Such Stockholder shall not, and shall direct any investment banker, attorney, agent or other adviser or representative of such Stockholder not to, directly or indirectly, through any officer, director, agent or otherwise, enter into, solicit, initiate, conduct or continue any discussions or negotiations with, or knowingly encourage or respond to any inquiries or proposals by, or provide any information to, any Person, other than Buyer, relating to any Acquisition Proposal. Each Stockholder hereby represents that, as of the date hereof, it is not engaged in discussions or negotiations with any party other than Buyer with respect to any Acquisition Proposal.
(c) Such Stockholder hereby covenants and agrees to execute and deliver any additional documents reasonably necessary or desirable to carry out the terms of this Agreement.
6. Stockholder Capacity . No Person executing this Agreement, or any officer, director, partner, employee, agent or representative of such Person, who is or becomes during the term of this Agreement a director or officer of the Company shall be deemed to make any agreement or understanding in this Agreement in such Persons capacity as a director or officer. Each Stockholder is entering into this Agreement solely in such Stockholders capacity as the record holder or beneficial owner of, or the trustee of a trust whose beneficiaries are the beneficial owners of, such Stockholders Subject Shares and nothing herein shall limit or affect any actions taken by a Stockholder in such Stockholders capacity as a director or officer of the Company.
7. Termination . The term of this Agreement and the Proxy delivered in connection herewith shall commence on the date hereof and shall terminate and shall have no further force or effect as of the Expiration Date. As used herein, the term Expiration Date shall mean (i) the earlier of (A) the successful closing of the Asset Purchase Transaction, and (B) the termination of the Asset Purchase Transaction in accordance with the terms thereof, or (ii) at any time upon notice by Buyer to the Stockholders. Notwithstanding the foregoing, nothing set forth in this Section 7 or elsewhere in this Agreement shall relieve either party hereto from any liability, or otherwise limit the liability of either party hereto, for any willful or intentional breach of this Agreement by reason of any such termination.
8. Consents and Waivers . Each Stockholder hereby gives any consents or waivers that are reasonably required for the consummation of the Asset Purchase Transaction under the terms of any agreement to which such Stockholder is a party or pursuant to any rights such Stockholder may have.
9. Publication . Each Stockholder hereby authorizes Buyer and the Company to publish and disclose in the Proxy Statement (including any and all documents and schedules filed with the Securities and Exchange Commission relating thereto) its identity and ownership of shares of
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Common Stock and the nature of its commitments, arrangements and understandings pursuant to this Agreement.
10. Governing Law . This Agreement concerns a business with significant operations in California and all questions with respect to this Agreement and the other Transaction Documents and the rights and liabilities of the parties will be governed by the Laws of that state, regardless of the choice of laws provisions of California or any other jurisdiction.
11. Arbitration . Any controversy, dispute or claim among the parties to this Agreement, including any claim arising out of, in connection with, or in relation to the formation, interpretation, performance or breach of this Agreement, shall be settled exclusively by arbitration in accordance with Appendix A to the Asset Purchase Agreement.
12. Specific Performance; Injunctive Relief . The parties acknowledge that Buyer will be irreparably harmed and that there will be no adequate remedy at law for a violation of any of the covenants or agreements of the Stockholders set forth herein. Therefore, it is agreed that, in addition to any other remedies that may be available to Buyer upon any such violation, Buyer shall have the right to enforce such covenants and agreements by specific performance, injunctive relief or by any other means available to Buyer at law or in equity.
13. Amendment, Waivers, Etc . This Agreement may be amended by Buyer and the Stockholders at any time. This Agreement may not be amended except by an instrument in writing signed by Buyer and the Stockholders. At any time, Buyer and the Stockholders may, to the extent legally allowed, (i) extend the time for the performance of any of the obligations or acts of the other party; (ii) waive any inaccuracies in the representations and warranties of the other party contained herein or in any document delivered pursuant to this Agreement; and (iii) waive compliance with any of the agreements or conditions of the other party contained herein; provided , however , that no failure or delay by Buyer or the Stockholders in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder. Any agreement on the part of Buyer or the Stockholders to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party.
14. Binding Effect and Assignment . Neither party shall assign or transfer its rights or obligations under this Agreement, whether directly or indirectly or by operation of Law, or purport to do so, without the other parties prior written consent; provided , however , that, subject to Section 3.4 and Section 7.12 of the Asset Purchase Agreement, as applicable, such consent shall not be required for (i) an assignment of this Agreement to an Affiliate of the assignor, or (ii) assignment of this Agreement in the context of a merger of a party with another company, or the sale of all or substantially all of the shares or assets of a party to another company. Subject to the aforesaid limitation, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties.
15. Notices . All notices and other communications hereunder shall be in writing and shall be deemed duly given (i) on the date of delivery if delivered personally, (ii) on the date of confirmation of receipt (or, the first business day following such receipt if the date is not a business day) of transmission by facsimile, or (iii) on the date of confirmation of receipt (or, the
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first business day following such receipt if the date is not a business day) if delivered by a nationally recognized courier service. All notices hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice:
If to Buyer, to:
BUYER : |
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Peerless Media Ltd. |
c/o ElectraWorks Ltd. |
Suite 711 |
Europort |
Gibraltar |
Attn: General Counsel |
Telephone: 00350 200 40126 |
Facsimile: 00350 200 42671 |
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With a copy to: |
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ElectraWorks Ltd. |
Suite 711 |
Europort |
Gibraltar |
Attn: Company Secretary |
Telephone: 00350 200 40126 |
Facsimile: 00350 200 42671 |
If to any Stockholder, at the address set forth under such Stockholders name on the signature page hereof or to such other address as the party to whom notice is to be given may have furnished to the other parties in writing in accordance herewith.
16. Severability . The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any Person or any circumstance, is held by a court of competent jurisdiction to be invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.
17. Entire Agreement . This Agreement and the Proxy contain the entire understanding of the parties in respect of the subject matter hereof, and supersede all prior negotiations and understandings between the parties with respect to such subject matter.
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18. Mutual Drafting . Each party hereto has participated in the drafting of this Agreement, which each party acknowledges is the result of extensive negotiations between the parties.
19. Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.
20. No Ownership Interest . Nothing contained in this Agreement shall be deemed, upon execution, to vest in Buyer any direct or indirect ownership or incidence of ownership of or with respect to the Subject Shares, except as otherwise provided herein. All rights, ownership and economic benefits of and relating to the Subject Shares shall remain vested in and belong to each Stockholder.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and date first above written.
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SIGNATURE PAGE
VOTING AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and date first above written.
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SIGNATURE PAGE
VOTING AGREEMENT
SCHEDULE A
SUBJECT SHARES
Subject Share that are beneficially owned:
shares of Company Common Stock
shares of Company Common Stock issuable upon exercise of outstanding options or warrants or other rights to purchase Company Common Stock
With respect to the shares set forth above and assuming the acceleration and exercise of all such Subject Shares, please indicate the number of shares as to which you possess the sole power to vote (or to direct the vote), sole power to dispose (or to direct the disposition) or shared power to so vote or dispose:
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EXHIBIT A
IRREVOCABLE PROXY
The undersigned stockholder ( Stockholder ) of WPT Enterprises Inc., a Delaware corporation (the Company ), hereby irrevocably (to the fullest extent permitted by law) appoints Andrew Fritchie and Martin Weigold of Peerless Media Ltd., a Gibraltar private limited company ( Buyer ), and each of them, as the sole and exclusive attorneys-in-fact and proxies of the undersigned, with full power of substitution and resubstitution, to vote and exercise all voting and related rights (to the full extent that the undersigned is entitled to do so) with respect to all of the shares of capital stock of the Company that are beneficially owned by the undersigned at the time of each Stockholder Vote (defined below) (the Shares ) in accordance with the terms of this Proxy until the Expiration Date (as defined in the Voting Agreement (as defined below)). The Shares beneficially owned by the undersigned stockholder of the Company as of the date of this Proxy are listed on the final page of this Proxy. Upon the undersigneds execution of this Proxy, any and all prior proxies given by the undersigned with respect to any Shares are hereby revoked and the undersigned hereby agrees not to grant any subsequent proxies with respect to the shares held by such Stockholder until after the Expiration Date.
This Proxy is irrevocable (to the fullest extent permitted by law), is coupled with an interest and is granted pursuant to that certain Voting Agreement, dated as of [ ], 2009, by and among Buyer and Stockholder (the Voting Agreement ).
The attorneys-in-fact and proxies named above are hereby authorized and empowered by the undersigned, at any time prior to the Expiration Date (as defined in the Voting Agreement), at every annual, special, adjourned or postponed meeting of stockholders of the Company and in every written consent in lieu of such meeting (each such annual, special, adjourned or postponed meeting and/or written consent, each, a Stockholder Vote ), to act as the undersigneds attorney-in-fact and proxy to vote the Shares that are beneficially owned by the undersigned at the time of a Stockholder Vote, and to exercise all voting, consent and similar rights of the undersigned with respect to such Shares (including, without limitation, the power to execute and deliver written consents) as follows:
(i) in favor of the approval of the Asset Purchase Transaction and in favor of any other actions contemplated by the Proxy Statement and any action required in furtherance thereof;
(ii) against approval of any proposal made in opposition to, or in competition with, consummation of the Asset Purchase Transaction and the transactions contemplated by the Proxy Statement;
(iii) against any of the following actions (other than those actions that relate to the Asset Purchase Transaction and the transactions contemplated by the Proxy Statement): (A) any Acquisition Proposal or any merger agreement, merger,
consolidation, business combination, sale of substantial assets, reorganization or recapitalization of the Company with any party, (B) any sale, lease or transfer of any substantial part of the assets of the Company (other than in connection with the Asset Purchase Transaction), (C) any reorganization, recapitalization, dissolution, liquidation or winding up of the Company, (D) any material change in the capitalization of the Company or corporate structure of the Company; or (E) any other action that would reasonably be expected to impede, interfere with, delay, postpone, discourage or adversely affect the Asset Purchase Transaction or any other transactions contemplated by the Proxy Statement;
(iv) in favor of waiving any notice that may have been or may be required relating to any sale of assets, any reorganization of the Company, change of control or acquisition of the Company by any other Person, or any consolidation or merger of the Company with or into any other Person; and
(v) in favor of any adjournment or postponement recommended by the Company with respect to any stockholder meeting with respect to the Asset Purchase Transaction.
The attorneys-in-fact and proxies named above may not exercise this Proxy on any other matter except as provided in clauses (i), (ii), (iii), (iv) or (v) above. Stockholder may vote the Shares on all other matters.
Any obligation of the undersigned hereunder shall be binding upon the successors by operation of law of the undersigned.
This Proxy shall terminate, and be of no further force and effect, automatically upon the Expiration Date (as defined in the Voting Agreement).
Dated: , 2009
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Exhibit 99.1
PartyGaming Moves For World Poker Tour Assets with Superior Offer
Los Angeles, CA, August 24, 2009 WPT Enterprises, Inc. (Nasdaq: WPTE) (WPTE or the Company) today announced that a subsidiary of PartyGaming Plc, Peerless Media Ltd. (Peerless Media), has agreed to purchase substantially all of WPTEs operating assets other than cash, investments and certain excluded assets. WPTEs Board of Directors received the offer after privately held investment group, Gamynia Limited, and WPTE announced an asset acquisition agreement, which was terminated after further consideration of the Peerless Medias financial proposal.
PartyGaming has been an important partner for a number of years and we are confident that they will be an excellent manager of our brands in the future, said Steve Lipscomb, President and CEO of WPT Enterprises. The Board of Directors has determined that PartyGamings acquisition proposal is financially superior and we look forward to working with one of the pioneers and leaders in the poker and online gaming markets to provide a strong vehicle for the WPT brand to continue its global expansion and return to online gaming.
Peerless Media will pay WPTE $12.3 million and will pay WPTE an ongoing 5% participation in gaming and other revenues generated by the assets. Certain payments made by PartyGaming or its affiliates to the Company prior to the close shall be credited on a dollar for dollar basis against the purchase price paid at the close, as more fully described in Section 2.6 of the purchase agreement.
Under the asset purchase agreement, WPTE will sell its television library, including all related intellectual property rights, brand names, trade names, certain assumed contracts and tangible personal property. WPTE will retain its cash and cash equivalents, investments in debt securities and put rights, certain other investment and litigation assets, and future license revenues from certain existing Sponsorship deals for Season Seven of the World Poker Tour.
The net cash proceeds from the asset sale will be retained by WPTE which plans to use the cash to develop or acquire a non-poker related business. WPTE does not currently intend to distribute any proceeds from the asset sale to its stockholders.
Closing Conditions and Stockholder Approval
The asset purchase transaction is subject to specified closing conditions. The obligation of Peerless Media to complete the transaction is subject to the absence of changes or circumstances that are materially adverse to the Companys financial condition, assets, business or results of operations and other customary closing conditions. The Companys obligation to complete the asset sale is subject to the approval by the Companys stockholders of the asset sale transaction and other customary closing conditions. The Company and Peerless Media currently expect to complete the transaction in the fourth quarter of 2009.
The transaction must be approved by a majority of the holders of the Companys outstanding common stock. To that end, and as described further below, the Company expects to hold a special meeting of stockholders and in connection therewith to mail a
proxy statement to its stockholders that will provide additional information concerning the asset sale transaction and the asset purchase agreement. Certain significant Company stockholders, representing approximately 39% of the Companys common stock, have entered into voting agreements committing to vote in favor of the asset sale transaction to Peerless Media.
Important Additional Information about the Asset Sale will be filed with the SEC
The Company plans to file with the U.S. Securities and Exchange Commission (SEC) and mail a proxy statement to its stockholders in connection with the asset sale transaction and the asset purchase agreement. The proxy statement will contain important information about the Company, Peerless Media and the guarantor of Peerless Medias obligations, ElectraWorks Ltd., and related matters. Investors and security holders are urged to read the proxy statement carefully when it is available.
The Companys investors and security holders will be able to obtain free copies of the proxy statement and other documents filed by the Company with the SEC through the website maintained by the SEC at www.sec.gov. In addition, the Companys investors and security holders will be able to obtain free copies of the proxy statement by contacting WPT Enterprises, Inc., Attn.: Investor Relations, 5700 Wilshire Blvd., Suite 350, Los Angeles, CA 90036 or by calling 323-330-9900.
The Company and its directors and executive officers, may be deemed to be participants in the solicitation of proxies with respect to the asset sale transaction and the asset purchase agreement. Information regarding the Companys directors and executive officers is contained in the Companys Annual Report on Form 10-K for the year ended December 28, 2008 and its Proxy Statement dated March 31, 2009, which were filed with the SEC.
About WPT Enterprises, Inc.
WPT Enterprises, Inc. is one of the most recognized names in internationally televised gaming and entertainment with brand presence in land-based tournaments, television, online and mobile. WPTE has led innovation in the sport of poker since 2002, when it ignited the global poker boom with the creation of the World Poker Tour television show. Based on a series of high stakes poker tournaments, the World Poker Tour is now broadcast globally and is currently filming its all-new eighth season for broadcast on Fox Sports Nets national sports network in the United States. WPTE also offers a unique online subscription and sweepstakes-based poker club, ClubWPT.com, which operates in 38 states across the U.S. WPTE also participates in strategic brand license, partnership and sponsorship opportunities. For more information, see www.worldpokertour.com. (WPTEG)
Safe Harbor for Forward-Looking Statements
The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. Certain information included in this press release (as well as information included in oral statements or other written statements made or to be made by executive officers or directors of the Company) contains statements that are forward-looking, such as expectations about the asset purchase agreement, the retention of the net cash proceeds by the Company, the timetable for completing the transaction, the ability to
enter into one or more strategic transactions to combine with another company, future revenues earned by Peerless Media with the Companys brands and the Companys participation in the future revenues, and the proxy statement to ask Company stockholders to approve the asset purchase agreement. Such forward-looking information involves important risks and uncertainties that could significantly affect anticipated results in the future and, accordingly, such results may differ from those expressed in any forward-looking statements made by or on behalf of the Company. These risks and uncertainties include, but are not limited to, the risk that the Companys stockholders do not approve the asset purchase agreement, the risk that the asset sale is not closed, the risk that the Company does not acquire or develop another business using the net cash proceeds from the asset sale, and the risk that Peerless Media does not earn significant future revenues with the brands and that the Company does not participate in the future revenues. For more information, review the Companys filings with the SEC.
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Thomas Flahie, Interim Chief Financial Officer |
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323-330-9900 |
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tflahie@worldpokertour.com |