TORONTO, ONTARIO--(Marketwired - Aug. 16, 2016) - TransGaming Inc. (TSX VENTURE:TNG) (the "Company" or "TransGaming") announced today that it has entered into an asset purchase agreement with TransGaming Interactive UK Limited, a subsidiary of General Media Ventures Ltd. ("GMV"), through which it is proposing a sale of its GameTree TV business (the "Transaction"). The financial terms of the Transaction will be fully disclosed in the forthcoming management information circular to be mailed to Shareholders and available on SEDAR.
Under the asset purchase agreement, TransGaming will sell, free of any encumbrances, all of the assets, technology and intellectual property that comprise the GameTree TV business, including all the shares of TransGaming's wholly-owned subsidiaries TransGaming Digital Home (Israel) Ltd. and TransGaming Ukraine LLC, but excluding all cash, cash equivalents, and accounts receivable. GMV will assume only the liabilities and obligations relating to the operation of the GameTree TV business from and after the effective date of the purchase, including the obligations to employees and contractors of TransGaming Digital Home (Israel) Ltd. and TransGaming Ukraine LLC.
"As we previously announced, TransGaming is proposing a change of its business. As part of that transition, we have secured a buyer for GameTree TV that will give our existing team the backing and additional capital they need to take the business to the next level. GMV is a significant player and veteran in the same space that provides incredible synergy and opportunity for them to grow the business", said Dennis Ensing, CEO.
On May 31, 2016, TransGaming entered into a transition services agreement with an affiliate of GMV for the period commencing June 1, 2016 and ending on the last day of the month in which Shareholder approval is obtained for the Transaction whereby any shortfall from the operations of the GameTree TV Business during the transition period will be funded. In the event the shareholders do not approve the Transaction, TransGaming has agreed to reimburse GMV for any expenditure made under the transition services agreement.
The Transaction will require the approval of the shareholders of the Company. To obtain this approval, the Company will hold a meeting of its shareholders in conjunction with the previously announced change of business on September 16, 2016 (the "Meeting"). A two-third's (2/3) majority of shareholders present at the Meeting must approve the Transaction for it to proceed.
Further information regarding the Meeting and the Transaction will be provided by way of press release as it becomes available and will also be provided in the management information circular, currently being prepared in connection with the previously announced change of business, and mailed to the Company's shareholders in respect of the Meeting. A copy of the circular will also be filed on SEDAR.
Completion of the Transaction is subject to a number of conditions, including TSXV acceptance and disinterested shareholder approval. The Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of TransGaming Inc. should be considered highly speculative.
The TSXV has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.
On behalf of the Company,
Dennis Ensing, CEO
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Certain statements in this document may constitute "forward-looking" statements, which involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. When used in this document, such statements use words like "may", "will", "expect", "continue", "believe", "plan", "intend", "would", "could", "should", "anticipate" and other similar terminology. These statements reflect current assumptions and expectations regarding future events and operating performance and speak only as of the date of this document. Forward-looking statements involve significant risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not such results will be achieved. A number of factors could cause actual results to vary significantly from the results discussed in the forward-looking statements, including, but not limited to, the factors discussed under the "Risk Factors" section of the Company's the most recently filed Annual Report which is available on SEDAR at www.sedar.com.
Although the forward-looking statements contained in this document are based upon what we believe are reasonable assumptions, we cannot assure investors that our actual results will be consistent with these forward-looking statements. We assume no obligation to update or revise these forward-looking statements to reflect new events or circumstances, except as required by securities law.