Allied Gaming & Entertainment, Inc. Adopts Limited-Duration Shareholder Rights Plan

Allied Gaming & Entertainment, Inc. (Nasdaq: AGAE), a global experimental entertainment company, today announced that its Board of Directors has unanimously approved the adoption of a limited-duration shareholder rights plan (“Rights Plan”) under which shareholders will receive rights to purchase a new series of preferred stock in certain circumstances.

The Company issued the following statement:

In accordance with its fiduciary duties, our Board of Directors is firmly committed to taking actions that are in the best interest of all of the Company’s shareholders. In that regard, our Board is focused on providing a growing audience of gamers with unique experiences through renowned assets, products, and services and regularly evaluates the Company’s capital allocation to ensure that it is best positioned to optimize shareholder returns. As we’ve noted, the Company recently completed its strategic review of its business operations and announced plans to restructure the existing esports business and expand its focus to include a broader array of entertainment and gaming products and services.

We believe it is imperative that AGAE shareholders are given the opportunity to realize the full long-term potential of their AGAE investment. Our Board is therefore adopting this Rights Plan to prevent AGAE shareholders from being deprived of that opportunity by any self-interested group taking control of the Company in a manner or at a price that is not in the best interest of all shareholders.

The Rights Plan is similar to plans adopted by other publicly traded companies. It is intended to promote the fair and equal treatment of all AGAE shareholders and ensure that no person or group can gain control of AGAE through open market accumulation or other tactics potentially disadvantaging the interest of all shareholders. The Rights Plan applies equally to all current and future shareholders and is not intended to deter offers that are fair and otherwise in the best interest of all the Company’s shareholders.

Pursuant to the Rights Plan, the Company is issuing one right for each share of common stock as of the start of business at 9:00 a.m. Eastern Time on February 9, 2024. The rights will initially trade with AGAE’s common stock and will become exercisable only if any person acquires 10% or more of the Company’s outstanding common stock. In that case, each holder of a right (other than the acquiring person, whose rights will become void and will not be exercisable) will be entitled to purchase, at the then-current exercise price, additional shares of common stock having a then-current market value of twice the exercise price of the right. Any shareholders with beneficial ownership of 10% or more of the Company’s outstanding common stock prior to this announcement are grandfathered at their current ownership levels but are not permitted to increase their ownership without triggering the Rights Plan. The Rights Plan is effective immediately and will expire on February 9, 2027.