WPT filing gives reasons for Mandalay rejection

11/03/2009

Mandatory SEC declarations by World Poker Tour Enterprises Monday morning explain why shareholders rejected an offer for the company that was three times the value of one already on the table

The Form 8-K filed by WPTE advises that the directors considered an initial approach by Mandalay Media on October 29th in which it sought to replace Party Gaming's Peerless Media as preferred bidder. Mandalay offered $35.5 million in cash and stock - approximately three times the $12 million plus 5 percent of profits going forward offer from Peerless Media Ltd.

WPT Enterprises. Inc. opted not to accede to a request by Mandalay that it postpone its shareholders meeting scheduled for October 30. The directors also decided that the offer was not a "superior proposal" as defined in its agreement to sell with Peerless. On October 30, WPTE received a modified written offer from Mandalay Media which it considered on October 31, 2009 and concluded that it was not a "Superior Proposal" either.

The shareholders' vote on October 30th was therefore accepted, awarding the sale to Peerless.

According to WPTE's Form 8-K filing, shareholders voted to approve the Peerless Media bid, claiming: "In the final vote count by the independent inspectors of election, 13 996 639 WPTE common shares (approximately 67.93 percent of the outstanding common shares) were represented at the Meeting, in person or by proxy, and the Agreement was approved by 85.28 percent of the shares voted and 57.93 percent of the shares outstanding".