MONTREAL, April 9, 2015 /CNW/ - Amaya Inc. ("Amaya") (TSX: AYA), has entered into a share purchase agreement, dated April 9, 2015, with NYX Gaming Group Limited ("NYX") (TSXV: NYX) pursuant to which NYX has agreed to purchase (the "Transaction") from Amaya all of the issued and outstanding shares of Amaya's subsidiaries, Amaya (Alberta) Inc. (formerly Chartwell Technology Inc.) ("Chartwell") and Cryptologic Limited ("Cryptologic") on a cash-free and debt-free basis. The total cash consideration for the Transaction is $150,000,000, subject to working capital adjustments. The Transaction is anticipated to close before the end of the third quarter of 2015 and is subject to financing and other customary closing conditions. All dollar ($) figures are in Canadian dollars unless noted otherwise.
The Transaction is consistent with Amaya's previously announced plan to divest its various B2B assets and use the proceeds to pay down debt and/or buy back shares under its previously announced normal course issuer bid.
Amaya recently announced plans to spin off its subsidiary Diamond Game, and to sell its Cadillac Jack business to AGS, LLC, an affiliate of funds managed by Apollo Global Management, LLC (NYSE: APO), for $476 million.
Amaya expects to significantly reduce its debt following the various B2B asset divestitures and estimates an Adjusted Net Leverage Ratio of 4.0 to 4.5 by December 31, 2015, as previously announced.
As part of the Transaction, a subsidiary of Amaya and NYX anticipate entering into a supplier licensing agreement (the "Licensing Agreement") for a term of six (6) years, under which NYX will provide certain casino gaming content to Amaya's real-money casino offering which Amaya intends to integrate into the PokerStars and Full Tilt branded casino websites. Pursuant to the Licensing Agreement, a subsidiary of Amaya will provide NYX with a minimum license commitment in the amount of $12,000,000 per year for each of the first three (3) years of the Licensing Agreement.
"We are pleased to further deepen our relationship with NYX as a strategic partner and supplier to our B2C online casino operations," said David Baazov, CEO of Amaya. "The Transaction is consistent with our stated strategy of divesting our non-core B2B assets, while still giving us the ability to offer popular games and new and innovative titles on a regular basis from Chartwell, Cryptologic and now NYX."
Osler, Hoskin & Harcourt LLP served as counsel to Amaya and its subsidiaries in connection with the Transaction and Wiggin LLP served as counsel to Amaya in connection with its negotiation of the Licensing Agreement. Stikeman Elliott LLP served as counsel to NYX in connection with the Transaction.
About Amaya (Alberta) Inc. and Cryptologic Limited
Amaya purchased Chartwell in July 2011 and Cryptologic in April 2012. Chartwell operates a B2B online casino gaming platform and an online casino gaming titles business. Cryptologic operates a B2B library of online casino games and an online casino software and services business.
Amaya owns gaming and related consumer businesses and brands including PokerStars, Full Tilt, the European Poker Tour, PokerStars Caribbean Adventure, Latin American Poker Tour and the Asia Pacific Poker Tour. These brands collectively form the largest poker business in the world, comprising online poker games and tournaments, live poker competitions, branded poker rooms in popular casinos in major cities around the world, and poker programming created for television and online audiences. PokerStars is the world's most popular and successful online poker brand. Amaya also provides B2B interactive and physical gaming solutions to the regulated gaming industry.
Forward-Looking Statements and Non-IFRS Financial Measures
Certain statements included herein, including those that express management's expectations or estimates of our future performance, constitute "forward-looking statements" within the meaning of applicable securities laws. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management at this time, are inherently subject to significant business, economic and competitive risks, uncertainties and contingencies that could cause actual results to differ materially from those expressed or implied in such statements. Investors are cautioned not to put undue reliance on forward looking statements. Applicable risks and uncertainties include, but are not limited to, those identified under the heading "Risk Factors and Uncertainties" in Amaya's Annual Information Form for the year ended December 31, 2014 , as filed on SEDAR at www.sedar.com, and in other filings that Amaya has made and may make with applicable securities authorities in the future. The forward-looking statements contained herein reflect Amaya's current views with respect to future events, and except as required by law, Amaya does not intend, and undertakes no obligation, to update any forward-looking statements to reflect, in particular, new information or future events, or otherwise.
This release contains non-International Financial Reporting Standard (IFRS) financial measures and are noted where used. These financial measures are commonly used to compare companies and management believes they are important measures in evaluating Amaya. However, they are not recognized measures under IFRS and do not have standardized meanings prescribed by IFRS. Therefore, they may not be comparable to similar measures presented by other companies. Investors are cautioned that such measures should not be construed as alternatives to comparable IFRS measures determined in accordance with IFRS.
Adjusted Net leverage Ratio is a non-IFRS measure defined as Adjusted Net Debt divided by Adjusted EBITDA. Adjusted Net Debt means total financial leverage minus cash (with cash including funds in excess of working capital requirements set aside for the deferred payment, as outlined in the Restricted Cash note in Amaya's 2014 Annual Financial Statements, which are available on SEDAR at www.sedar.com), and after giving effect to the anticipated divestitures of Amaya's B2B assets. This does not assume potential cash from the exercise of warrants with maturity dates extending beyond 2015. Adjusted EBITDA means net earnings (loss) from continuing operations before interest and financing costs (net of interest income), income taxes, depreciation and amortization, stock-based compensation, restructuring and other non-recurring costs. Adjusted Net Debt and Adjusted EBITDA are also non-IFRS measures. Applicable reconciliations are included in Amaya's news release dated March 31, 2015, which is also available on SEDAR at www.sedar.com.
SOURCE Amaya Inc.
For further information: For Media Inquiries: Eric Hollreiser, Press@amaya.com; For Investor Inquiries: Tim Foran, +1.416.545.1325, firstname.lastname@example.org