MONTREAL, March 10, 2017 /CNW/ - Amaya Inc. (Nasdaq: AYA; TSX: AYA) ( "Amaya") today announced that, on March 9, 2017, it entered into a support agreement (the "Support Agreement") with Pollard Banknote Limited ("Pollard Banknote") in respect of the 8,180,000 common shares of INNOVA Gaming Group Inc. ("Innova") indirectly held by Amaya, representing approximately 40.45% of the total issued and outstanding common shares of Innova.
The Support Agreement requires that Pollard Banknote present an offer to Innova to acquire all of the outstanding shares of Innova ("Shares") at a price per Share of not less than $2.10, payable in cash (the "Proposed Transaction"). Pollard Banknote has agreed that completion of the Proposed Transaction will not be subject to financing, due diligence or any other condition requiring access to information from Innova, and that any acquisition agreement entered into by Pollard Banknote with Innova in connection with the Proposed Transaction will include customary "fiduciary out", "right to match" and termination provisions.
Amaya has agreed to vote in favour of, and/or tender all of its Shares to, a Proposed Transaction of any form, including a plan of arrangement, take-over bid or other acquisition method.
There can be no assurance that Innova will be supportive of the Proposed Transaction, that the conditions to Pollard Banknote's obligation to proceed with the Proposed Transaction will be satisfied, that Innova and Pollard Banknote will otherwise agree to the terms in respect of any transaction or that Pollard Banknote will proceed with the Proposed Transaction without an acquisition agreement.
The Support Agreement also contains customary covenants by Amaya that it not solicit or in any manner assist with any proposal for a transaction other than the Proposed Transaction. Amaya may terminate the Support Agreement in order to accept a superior offer, subject to Pollard Banknote's right to match. The Support Agreement may also be terminated by Amaya in certain other customary circumstances, including at any time on or after May 8, 2017 if Pollard Banknote has not entered into an acquisition agreement with Innova or commenced a take-over bid which has not been withdrawn.
As noted above, Amaya owns 8,180,000 Shares, representing approximately 40.45% of the total issued and outstanding Shares on a non-diluted basis. The foregoing percentage was calculated based on 20,220,900 Shares issued and outstanding as at September 30, 2016 pursuant to the information set out in Innova's Management's Discussion and Analysis for the quarter ended September 30, 2016 dated as of November 10, 2016.
Other than as set out above, Amaya currently has no other plans or intentions that relate to or would result in any change to Innova or its securities. However, if the Support Agreement is terminated, depending on market conditions, general economic and industry conditions, trading prices of Innova's securities, Innova's business, financial condition and prospects and/or other relevant factors, Amaya may develop such plans or intentions in the future and, at such time, may from time to time acquire or dispose of Shares or other securities of Innova.
An early warning report will be filed by Amaya in accordance with applicable securities laws.
Amaya is a leading provider of technology-based products and services in the global gaming and interactive entertainment industries. Amaya ultimately owns gaming and related consumer businesses and brands including PokerStars, PokerStars Casino, BetStars, Full Tilt, StarsDraft, and the PokerStars Championship and PokerStars Festival live poker tour brands (incorporating aspects of the European Poker Tour, PokerStars Caribbean Adventure, Latin American Poker Tour and the Asia Pacific Poker Tour). These brands have more than 108 million cumulative registered customers globally and collectively form the largest poker business in the world, comprising online poker games and tournaments, sponsored live poker competitions, marketing arrangements for branded poker rooms in popular casinos in major cities around the world, and poker programming and content created for television and online audiences. Amaya, through certain of these brands, also offers non-poker gaming products, including casino, sportsbook and daily fantasy sports. Amaya, through certain of its subsidiaries, is licensed or approved to offer, or offers under third party licenses or approvals, its products and services in various jurisdictions throughout the world, including in Europe, both within and outside of the European Union, the Americas and elsewhere. In particular, PokerStars is the world's most licensed online gaming brand, holding licenses or related operating approvals in 17 jurisdictions.
Cautionary Note Regarding Forward Looking Statements
This news release contains forward-looking information statements within the meaning of the Private Securities Litigation Reform Act of 1995 and applicable securities laws. Forward-looking statements can, but may not always, be identified by the use of words such as "anticipate", "plan", "continue", "estimate", "expect", "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "would", "should", "believe", "objective", "ongoing" and similar references to future periods or the negatives of these words and expressions. These statements are based on management's current expectations and are subject to a number of risks, uncertainties, and assumptions, including market and economic conditions, business prospects or opportunities, future plans and strategies, projections, anticipated events and trends that affect us, our customers and our industries. Although Amaya and management believe the expectations reflected in such forward-looking statements are reasonable and are based on reasonable assumptions and estimates, there can be no assurance that these assumptions or estimates are accurate or that actual results will not differ materially from those expressed or implied in forward-looking statements. Forward-looking statements are inherently subject to significant business, regulatory, economic and competitive risks, uncertainties and contingencies that could cause actual events to differ materially from those expressed or implied in such statements. Specific risks and uncertainties include, but are not limited to, Pollard Banknote's plans and ability regarding the Proposed Transaction, and those identified under the heading "Risk Factors and Uncertainties" in Amaya's Annual Information Form for the year ended December 31, 2015 and "Risk Factors and Uncertainties" in its Management's Discussion & Analysis for the three and nine months ended September 30, 2016, each available on SEDAR at www.sedar.com, EDGAR at www.sec.gov and Amaya's website at www.amaya.com, and in other filings that Amaya has made and may make with applicable securities authorities in the future. Investors are cautioned not to put undue reliance on forward-looking statements. Each forward-looking statement speaks only as of the date hereof, and Amaya undertakes no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law.
SOURCE Amaya Inc.
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