MONTREAL, Nov. 14, 2016 /CNW/ - David Baazov today announced that he has delivered to Amaya's Chairman of the Board of Directors a proposal on behalf of a to-be-formed entity led by Mr. Baazov ("BidCo"), not subject to any due diligence or financing conditions, to acquire 100% of the common shares of Amaya for CAD$24 per share on the terms and subject to the conditions set forth in the proposal. Additionally, as set forth in the proposal, BidCo is prepared to provide a US$200.0 million deposit into escrow upon execution of a definitive agreement in respect of the proposed transaction; and, in the event Amaya's US$400.0 million deferred payment obligation to the previous owners of Oldford Group Limited becomes due prior to the closing of the proposed transaction, BidCo will cause the deposit to be released from escrow five days prior to the deferred payment date and converted into a one-year structurally subordinated debt obligation to fund the deferred payment, such amount to be convertible into equity following the closing of the proposed transaction.
Mr. Baazov also announced that in connection with the proposal, Mr. Baazov has entered into binding equity commitment letters with each of Head and Shoulders Global Investment Fund SPC – HS Special Event Segregated Portfolio, Goldenway Capital SPC- Special Event SP, Ferdyne Advisory Inc. and KBC Aldini Capital Limited. Pursuant to the equity commitment letters, comprising aggregate commitments equal to $3.65 billion, each of the equity financing sources has committed to contribute capital to Bidco for the purpose of acquiring Amaya.
Mr. Baazov has filed an early warning report required to be filed with applicable securities commissions, a copy of which will be available under Amaya's profile on SEDAR at www.sedar.com and may also be obtained by contacting Riyaz Lalani, the Chief Executive Officer of Bayfield Strategy, Inc. at 357 Bay St #502, Toronto, ON M5H 2T7, telephone (416) 907-9365.
Mr. Baazov owns 24,564,047 common shares in the capital of Amaya and options entitling him to acquire 387,500 additional common shares, which collectively representing approximately 17.2% of the issued and outstanding common shares (assuming exercise of all such options). Mr. Baazov's beneficial ownership in Amaya securities may change from time to time depending on market and other conditions, including, without limitation, through market transactions, treasury issuances, private agreements or otherwise.
Cautionary Note Regarding Forward Looking Statements
This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and applicable securities laws, including, without limitation, statements regarding the intentions of Mr. Baazov, the ability of the parties to reach an agreement regarding the proposed transaction and, if an agreement is reached, the ability of the parties to complete the proposed transaction or the timing or terms thereof. Forward-looking statements can, but may not always, be identified by the use of words such as "expects", "intends", "proposed" and similar references to future periods or the negatives of these words and expressions. These statements are based on the stated intentions of Mr. Baazov and currently available information. They are not guarantees of future events, are based upon assumptions that may not prove to be accurate, and involve certain risks and uncertainties that are difficult to predict, including the risk that no transaction will be agreed to, that completion of the transaction will be materially delayed or that, even if a transaction is agreed to, the transaction will not be competed. Investors are cautioned not to put undue reliance on forward-looking statements. Any forward-looking statement speaks only as of the date hereof, and Mr. Baazov 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 David Baazov
For further information: Media Inquiries: Riyaz Lalani, Bayfield Strategy, Inc., Tel: (416) 907-9365, [email protected]