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World Poker Tour Acquisition Offer

Written by:
Guest
Published on:
Oct/29/2009

Mandalay Media, Inc. (OTC Bulletin Board: MNDL) today announced that it has

submitted a proposal to the Board of Directors of WPT Enterprises, Inc.

(NASDAQ:WPTE) to acquire WPT for $35 million in cash and stock. Shareholders

would receive cash and stock of $1.69 per share, based on WPT`s recent

outstanding shares and disregarding options. The proposal represents a premium

of approximately 54% over the closing price of WPT`s common stock on October 26,

2009 and a premium of approximately 23% over the implied value at closing of

WPT`s pending asset sale with Peerless Media Ltd.

 

In a letter to WPT`s Board of Directors, Mandalay`s Co-Chairman Robert Ellin

stated that Mandalay proposal is a "Superior Proposal" as that term is defined

under the asset purchase agreement with Peerless.

 

Mandalay stated that the proposed asset sale with Peerless provides no payment

or distribution of any kind to WPT`s shareholders. In contrast, the Mandalay

proposal would provide significant cash and stock directly into the hands of WPT

shareholders.

 

In addition, Mandalay stated that in order to enable the WPT board of directors

to comply with its fiduciary duties to give serious consideration of the

Mandalay proposal, Mandalay urged the board of WPT to postpone the Special

Meeting of Shareholders currently scheduled for October 30, 2009. Mandalay has

asked to meet with the WPT board as soon as possible.

 

The full text of the letter, dated October 28, 2009, follows:

 

Mandalay Media, Inc.

2121 Avenue of the Stars, Suite 2550

Los Angeles, CA 90067

 

 

 

The Board of Directors

WPT Enterprises, Inc.

5700 Wilshire Blvd. Suite 350

Los Angeles, California 90036

 

Re: Cash and Stock Proposal at $1.69 per share

 

Dear Members of the Board:

 

Since the announcement of your proposed asset sale with Peerless Media

(Peerless), Mandalay Media, Inc. (OTC-BB: MNDL) (Mandalay) has given serious

consideration to a combination of Mandalay and WPT Enterprises, Inc. (WPTE).We

believe a strategic combination of Mandalay and WPTE would deliver significant

value to our respective shareholders, and position the combined company for

substantial future growth.

 

By this letter, we are proposing a transaction that provides WPTE`s shareholders

a significant premium over both WPTE`s current market price and the current

value of the Peerless transaction.There is no doubt that our offer is a

"Superior Proposal" as that term is defined under your asset purchase agreement

with Peerless.Accordingly, we would like to meet with you as soon as possible to

discuss the terms of our offer in greater detail.In addition, in order to enable

the WPTE board of directors to comply with its fiduciary duties to give serious

consideration of our proposal, we urge the board to postpone the Special Meeting

of Shareholders currently scheduled for October 30, 2009.

 

As you know, the proposed asset sale with Peerless provides no payment or

distribution of any kind to WPTE`s shareholders.In addition, as WPTE`s proxy

materials make clear, WPTE has no present intention or plan to conduct any stock

repurchases or otherwise distribute either the proceeds of the Peerless sale or

WPTE`s excess cash to shareholders, even though WPTE would no longer have any

material operating assets.

 

In contrast, our proposal would provide significant, immediate cash and stock

directly into the hands of your shareholders, and values WPTE significantly

higher.

 

Under our proposal, which has no financing contingency, Mandalay and WPTE would

combine and WPTE shareholders would receive, in the aggregate, approximately $35

million in stock and cash, consisting of: (i) $10 million in Mandalay common

stock, plus (ii) $25 million of cash.On a per share basis, had we closed on

October 22, 2009 (when our stock closed at $.50 per share), and using your

August 12, 2009 outstanding shares of 20,603,333, each share of common stock of

WPTE would be converted into the right to receive approximately $1.69 per share

as follows: (1) $1.21 in cash plus (2) .97 shares of Mandalay common stock,

having an implied value of $.485 per WPTE share.The actual number of shares of

Mandalay to be issued will be determined as of prior to closing, but the total

value of the stock component will be fixed at $10 million.Our proposal assumes

no material change in WPTE`s assets and liabilities.

 

Based on October 26, 2009 closing prices, our offer represents a 23% premium

over the value at closing of your proposed asset sale with Peerless and a 54%

premium over WPTE`s closing price.

 

We expended substantial effort in developing this value on the basis of

publicly-available information.Once we have the opportunity to conduct due

diligence of non-public information and to negotiate with representatives of

WPTE we can confirm the value we ascribe to WPTE. To that end, we would be

prepared to enter into an appropriate confidentiality agreement.We expect to

conclude all due diligence within 10 days after receiving a short list of

requested materials.

 

We believe that your shareholders would find this proposal compelling, and to

that end, though this is not a binding offer, we are prepared to move quickly

toward the negotiation and entry into a mutually acceptable transaction

agreement with you.

 

Mandalay Media is a global publisher and distributor of branded entertainment

for 3G mobile networks, including images, video, TV programming, and games.With

distribution in 40 countries through 120 major mobile operators, it offers over

400 branded WAP sites, chat services, and customized video clips.Additionally,

Mandalay Media distributes more than 150 mobile game titles from content

partners such as Sony, Taito, THQ, Digital Chocolate, THQ, and others.Its

patented Play For Prizes platform is available on Verizon, AT&T, Sprint, and

Virgin Mobile, and includes titles such as Wheel of Fortune, Jeopardy, Frogger,

and Jewel Quest.

 

We believe the strategic rationale for combining Mandalay Media and WPTE is

compelling for a number of reasons:

 

* Mandalay Media has the management team, seasoned veterans and strategic

relationships necessary to lead the company in its multiple service offerings

and distribution channels.

* Mandalay Media will cultivate and expand long-term global contracts for its

television content.

* Mandalay Media can leverage its mobile platform and operator relationships

throughout the world to provide a full mobile social media and sports / poker

playing experience.

* Mandalay Media will tap into Facebook and additional social media websites to

develop and publish a more compelling and branded next generation poker

experience that currently offered.

* Mandalay Media through its existing platform technologies can provide a

"connected" game experience for the internet as well as third screens (mobile

phones).Players can always be part of the WPT community wherever they are.

* Mandalay Media through its Play for Prizes platform is uniquely positioned to

deliver mobile and internet skill with prizes game play. As gambling becomes

legal, we will already be positioned to immediately offer that functionality to

the WPT community.

 

Although the majority of our proposal consists of cash, we wish to call your

attention to some of the reasons we believe Mandalay`s common stock is

attractive.Mandalay recognizes annualized revenue of $40 million.With the

expected synergies and cost savings from the combination of the two public

companies, we expect annual revenues and EBITDA of the combined company to

exceed $60 million and $8 million, respectively, starting from the closing.

 

We expect that the combined company will be listed on Nasdaq`s capital market,

with a larger market capitalization, greater following and enhanced liquidity

for shareholders.

 

Our interest in this transaction is a reflection of our firm belief that a

combination of our companies would be highly beneficial financially to both of

our shareholder groups and accretive to Mandalay`s earnings per share.In sum, we

believe our proposal is superior to your proposed transaction with Peerless

based on its higher current value, and the opportunity for WPTE shareholders to

share in the enhanced prospect of growth of a stronger combined franchise.

 

The Board of Directors of Mandalay has unanimously approved this proposal and

has authorized our management team to proceed.

 

We would like to meet with you before the scheduled shareholders meeting to

discuss our proposal in greater detail.In any event, whether or not a meeting

can be arranged before Friday, we urge you to postpone your shareholders meeting

to allow full and serious consideration of our proposal.Please feel free to

contact Robert Ellin at Mandalay Media, Inc. at 310 601 2500 or to have your

financial or legal advisors contact Mr. Ellin regarding the matters set forth

herein. We look forward to meeting with you soon.

 

Sincerely,

 

Mandalay Media, Inc.

 

By:/s/ Robert Ellin

 

Co-Chairman

 

 

 

About Mandalay Media, Inc.

 

Managed by leading media and technology industry executives, MNDL`s mission is

to build a unique combination of new media distribution and content companies

through acquisitions with domestic and foreign businesses with strong management

teams and historical financial performance. Through its wholly-owned subsidiary

Twistbox Entertainment, Inc. ("Twistbox"), MNDL is a leading global producer and

publisher of mobile entertainment. Twistbox has exclusive licenses with

industry-leading brands, direct distribution with more than 120 wireless

operators in over 45 countries and provides an extensive portfolio of

award-winning games, WAP sites and mobile TV channels. Its wholly-owned

subsidiary AMV Holding Limited is a European leader in direct-to-consumer mobile

Internet content and services.

 

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