Company to Host a Virtual Press Conference to Discuss the Transaction atย 4:05 pm ETย Today
Siyata Mobile Inc., a global developer and vendor of Push-to-Talk over Cellular (PoC) handsets and accessories,ย today announced that the Company has signed a definitive merger agreement with Core Gaming, Inc. (“Core Gaming“) a privately-held, global gaming developer and publisher with approximatelyย $80 millionย in revenues in 2024.
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Key Highlights of the Merger:
- Core Gaming, Inc., aย Delawareย corporation, will become a wholly owned subsidiary of Siyata through a merger with a subsidiary of Siyata.
- The combined public company will be led by Mr.ย Aitan Zacharin, the current CEO of Core Gaming.
- Marc Seelenfreund, the current CEO of Siyata, will step down as the public company CEO to serve as Presidentย and lead a newly formed Push-To-Talk subsidiary of Siyata.
- The Board of Directors of the combined public company will consist ofย Marc Seelenfreundย and four directorsย designated by Core Gaming.
- In exchange for the outstanding shares of Core Gaming,ย Siyata will issue common shares to the shareholders of Core Gaming based on an exchange ratio calculated asย $160,000,000ย divided by the volume-weighted average closing price (VWAP) of Siyata’s common shares on the Nasdaq Stock Market LLC for the 10-day trading period immediately preceding the effective time of the merger.
- Legacy Siyata shareholders shall have the right to receive a stock dividend within six months after the merger so that they will own a minimum of 10% of the combined entity.
- The Board of Directors of Siyata received a fairness opinion from ValueScope, LLC., a Marshall & Stevens company, valuing Core Gaming atย $160 million.
Marc Seelenfreund, CEO of Siyata, commented, “Today’s announcement is the product of an exhaustive assessment of numerous strategic alternatives for Siyata over the past several months. Core Gaming possesses all of the qualities we look for in a merger partner – strong business fundamentals, excellent management and opportunities for outsized growth. We could not be more excited to partner with Core Gaming and unlock value for our shareholders. The timing of this transaction is significant given the positive outlook for Core Gaming’s business. Core Gaming operates in the fast-growing mobile gaming industry and we believe is well-positioned for rapid growth in the near-term. It has been independently valued at approximatelyย $160 million, which will provide Siyata’s shareholders with a premium to our current market valuation.”
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Mr. Seelenfreund continued, “At Siyata, we remain committed to our mission of being a leader in critical communications, providing outstanding service to our customers and ensuring a seamless transition for our partners. We have made great progress towards expanding distribution and increasing sales, and we are highly optimistic about the future of this business. Despite our many successes, we believe that the company is undervalued, and the merger with Core Gaming represents an exciting path forward. I am pleased to remain with Siyata to continue to lead our efforts and further our strategic objectives.”
Core Gaming’s Business Profile:
- Core Gaming is an international gaming developer and publisher that has developed, published and marketed over 2,000 casual mobile games in over 140 countries.
- Core Gaming engages 40 million monthly active users, and has an extensive worldwide distribution platform, which has led to over 600 million downloads.
- Core Gaming has a unique, algorithm-driven technology that gives it an edge in user acquisition.
- Core Gaming has developed cutting edge AI tools using text, language, image and video models to achieve a 50% boost in content production, reducing production time by over 40%, and significantly enhancing creative output and efficiency.
- In fiscal year 2024, Core Gaming had unaudited gross revenues of approximatelyย $80 million.
Aitan Zacharin, CEO of Core Gaming, commented, “We are excited to announce this reverse-merger with Siyata as it provides us with the opportunity to become a publicly traded company at a pivotal time in our industry. We believe that Core Gaming is well positioned to enter the public markets to pursue our vision of becoming a leading AI-driven gaming company in what is now aย $126 billionย global market1. We are beginning to see how our AI tools and algorithms are shaping the next generation of gaming. Our unique technology coupled with our exceptional team puts us on track for significant growth potential. I look forward to working with Marc and his team to finalize the transaction, and to make this a tremendous success for Siyata shareholders.”
The Board of Directors of both Siyata and Core Gaming have unanimously approved the proposed transaction, which is expected to be completed in the second quarter of 2025, subject to regulatory approval and the satisfaction of customary closing conditions in the merger agreement. For further information regarding the t******************* contained in the definitive Agreement, please see Siyata’s Current Report on Form 6-K to be filed with the U.S. Securities and Exchange Commission.
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