PartyGaming Moves For World Poker Tour Assets with Superior Offer

LOS ANGELES, Aug 24, 2009 (BUSINESS WIRE) — 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 WPTE’s operating assets other than cash, investments and certain excluded assets. WPTE’s 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 Media’s 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 PartyGaming’s 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 Company’s financial condition, assets, business or results of operations and other customary closing conditions. The Company’s obligation to complete the asset sale is subject to the approval by the Company’s 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 Company’s 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 Company’s 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 Media’s obligations, ElectraWorks Ltd., and related matters. Investors and security holders are urged to read the proxy statement carefully when it is available.

The Company’s 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 Company’s 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 Company’s directors and executive officers is contained in the Company’s 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 Net’s 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 Company’s brands and the Company’s 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 Company’s 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 Company’s filings with the SEC.

SOURCE: WPT Enterprises, Inc.

WPT Enterprises, Inc.
Thomas Flahie, Interim Chief Financial Officer

Item 8.01 Other Events.

On July 28, 2009, WPT Enterprises, Inc. (the “Company”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Gamynia Limited (“Buyer”) to sell substantially all of the Company’s operating assets other than cash, investments and certain excluded assets to Buyer. The Purchase Agreement was disclosed in a Current Report on Form 8-K that was filed with the Securities and Exchange Commission (“SEC”) on August 3, 2009.

Under the Purchase Agreement, the Company is to file a preliminary proxy statement with the SEC within 21 days of signing the Purchase Agreement. The Company’s Board of Directors has received an alternative acquisition proposal and is following the process required by the Purchase Agreement. Until the process required by the Purchase Agreement is completed, the Company will delay the filing of a preliminary proxy statement with the SEC.

This may just be nothing, but it’s intriguing to see someone else considering purchasing most of the World Poker Tour’s assets.

Amy Calistri always has eyes on the stock market and the corporate goings-on of poker-related businesses, and her latest take on the sale of the WPT assets is right on the money. She gives the latest about stockholder rage over the WPT/Gamynia move and puts into words what I’ve been thinking for years, since shortly after I left the WPT fold and began to notice its downfall. That’s not to say it can’t rise again, but it might need new leadership to make that happen. An excerpt:

Frustration and envy appear to be the seeds of the series of missteps that sapped millions of dollars and focus away from the company’s core business. While the WPT helped create the poker boom, its television production business model only got a small piece of the obscene profits that were being generated by poker’s popularity. Online poker companies and online media sites reaped the lion’s share. This infuriated the WPT; they felt they were owed.

Gambling law professor I. Nelson Rose can break down a legal document or political issue like nobody’s business, and it’s a good thing he took the time to analyze the Menendez bill introduced to the Senate this week. Thanks to Poker Grump, this piece takes a look at the 91-page document and sheds some light on the proposed participation of states in the regulation/licensing of online poker, the tax on deposits to online sites, and the possible exemption of sites like PartyPoker from licensing. A sampling from the article:

Taxes might be a problem. The Frank bills have no limit on what taxes states can impose on operators, but limit the federal government to what is called a fee of 2% on deposits. Menendez is asking for less and more: A Federal Internet gaming license fee of 5% of deposited funds and a State or Indian tribal government gaming license fee of another 5%. This does get over the big problem with the Frank bills, that the big states, like California, where the customers will be, have no incentive to support Internet gambling operated and taxed by Nevada. Under Menendez, California gets that 5% tax. Although the states won’t like this provision: Tribes are treated like states, so if a player is on Indian land, that tribe gets the full 5% and the state in which the tribe is located gets nothing.

Of course, the tax system is still screwy, since it is a tax on deposits, not revenue. But it might work.

StreetInsider.com on WPT Sale

According to official info (click below), current operations should remain essentially in tact — meaning no friends or colleagues about to get insta-fired — and Gamynia’s big plans have everything to do with getting into the online poker market. All we know about Gamynia Limited (at the moment) is that it’s a company forming part of a privately held investment firm.

WPTE stock climbed 12 percent, to $1.49, on the news.

From WPT Enterprises, Inc.:

WPT Enterprises, Inc. (Nasdaq: WPTE – the “Company”) today announced that Gamynia Limited (“Gamynia”), a company which forms part of a privately held investment group with substantial holdings in a range of diversified assets, has agreed to acquire substantially all of the Company’s operating assets other than cash, investments and certain excluded assets. Gamynia will pay the Company $9,075,000 plus a percentage of future revenues earned by Gamynia from the World Poker Tour(R) and Professional Poker Tour(R) brands.

Under ownership of Gamynia, the World Poker Tour and Professional Poker Tour brands will continue all operations including the Company’s television, sponsorship, distribution and licensing units and will under the agreement enter the online gaming market. Gamynia has secured the services of an industry leading online gaming marketing company Hardway Investments Ltd. which will seek to exploit and develop the WPT brands with the goal of maximizing future revenue opportunities.

Under the asset purchase agreement, the Company will sell its television library, including all related intellectual property rights, brand names, trade names, certain assumed contracts and tangible personal property. Gamynia will assume specified liabilities including one of the two corporate leases. The Company will retain its cash and cash equivalents, investments in debt securities and put rights, certain other investment and litigation assets, and future foreign sponsorship revenues from the sponsorship of Seasons Four, Five and Six of the World Poker Tour and Season One of the Professional Poker Tour by PartyGaming and the license of Season Seven of the World Poker Tour to PokerStars. The Company will also retain certain office lease obligations and all of its employee obligations.

The net cash proceeds from the asset sale will be retained by the Company and the Company plans to use the cash to develop or acquire a non-poker related business. The Company does not currently intend to distribute any proceeds from the asset sale to the Company’s stockholders.