LOS ANGELES, June 14, 2017 /CNW/ - INNOVA Gaming Group Inc. ("INNOVA" or the "Company") (TSX: IGG) today provided an update on the process (the "Strategic Review Process") currently being overseen by a special committee of independent directors of the Company (the "Special Committee") to explore and consider potential value-enhancing strategic alternative transactions to the unsolicited offer made by Pollard Banknote Limited ("Pollard Banknote"), through its wholly-owned subsidiary 10188557 Canada Inc., on April 19, 2017 to acquire all of the outstanding common shares of INNOVA (the "Shares") for cash consideration of $2.10 per Share (the "Pollard Banknote Offer").
Since the launch of the Strategic Review Process, INNOVA has entered into confidentiality agreements with 10 interested parties. In order to assist these interested parties in assessing potential alternative transactions to the Pollard Banknote Offer, INNOVA provided each of them with a confidential information memorandum containing detailed information regarding INNOVA and its business and a financial model based on projections provided by the Company's senior management team.
INNOVA has since established an electronic data site for the purposes of providing access to additional confidential information regarding INNOVA and its business to the interested parties identified by the Special Committee as being the most likely to be in a position to consummate a transaction involving the Company that would be financially superior to the Pollard Banknote Offer. These interested parties remain actively engaged in due diligence. Site visits and meetings with INNOVA's senior management team have also been scheduled with these interested parties.
INNOVA reiterates the unanimous recommendation of the board of directors of the Company (the "Board of Directors") that shareholders REJECT the Pollard Banknote Offer and NOT TENDER their Shares thereto pending the outcome of the Strategic Review Process. A copy of the directors' circular (the "Directors' Circular") prepared in connection with the Board of Directors' recommendation to INNOVA's shareholders is available under INNOVA's issuer profile on SEDAR at www.sedar.com. Shareholders are strongly encouraged to read the Directors' Circular carefully, as it contains important information regarding INNOVA, Pollard Banknote and the Pollard Banknote Offer, including a detailed discussion of the reasons for the recommendation of the Board of Directors.
Shareholders are also reminded that the support agreement (the "Support Agreement") entered into by INNOVA's largest shareholder, Amaya Inc. ("Amaya"), with Pollard Banknote gives Amaya the right to terminate the Support Agreement if a cash offer greater than $2.10 per Share is made for the Shares and Pollard Banknote does not match such offer within five business days by amending the Pollard Banknote Offer. A copy of the Support Agreement is also available under INNOVA's issuer profile on SEDAR at www.sedar.com
Pollard Banknote is currently prohibited from taking up any Shares tendered to the Pollard Banknote Offer prior to August 3, 2017. In addition, the Pollard Banknote Offer remains subject to numerous conditions. While there can be no assurances that a transaction superior to the Pollard Banknote Offer will emerge from the Strategic Review Process, INNOVA's shareholders should remain patient and understand that tendering their Shares to the Pollard Banknote Offer before the Strategic Review Process has concluded might preclude a financially superior transaction to the Pollard Banknote Offer from emerging.
Shareholders who have already tendered their Shares to the Pollard Banknote Offer can withdraw them at any time before they have been taken up in accordance with the Pollard Banknote Offer. Shareholders who would like assistance in withdrawing their Shares should contact Kingsdale Advisors, the strategic shareholder advisor and information agent retained by INNOVA in connection with the Pollard Banknote Offer, at 1-855-682-2023 or [email protected].
The Special Committee does not intend to disclose any further developments in respect of the Strategic Review Process, unless and until a specific transaction is approved, the Strategic Review Process has run its course or it is determined that disclosure is otherwise necessary or appropriate.
About the Company
INNOVA develops unique games and products for the global gaming industry, with particular focus on state and provincial lotteries. Through INNOVA's wholly-owned subsidiary, Diamond Game Enterprises, the Company focuses on enhancing the revenues of government-sponsored lotteries and other regulated operators by offering its unique "extended play" products in traditional and non-traditional gaming venues. The Company's primary product is its third generation Lucky Tab machine, an instant ticket vending machine that dispenses tickets while simultaneously displaying the results of each ticket on a video monitor in an entertaining fashion. For more information, please visit www.innovagaminggroup.com.
Certain statements made and information included in this press release including, without limitation, with respect to the Pollard Banknote Offer, the Strategic Review Process and the Support Agreement, may 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 and the Board of Directors at this time, are inherently subject to significant business, economic, regulatory and competitive uncertainties, contingencies and risks that could cause actual results or events to differ materially from those expressed or implied in such statements. Investors are cautioned not to put undue reliance on forward-looking statements. The forward-looking statements contained herein reflect INNOVA's current views with respect to future events, and except as required by law, the Company does not intend, and undertakes no obligation, to update any forward-looking statements to reflect, in particular, new information or future events, or otherwise.
SOURCE INNOVA Gaming Group
For further information: Jonathan Ross, LodeRock Advisors, INNOVA Investor Relations, [email protected], (416) 283-0178; Kingsdale Advisors, Strategic Shareholder Advisor and Information Agent to INNOVA in connection with the Pollard Banknote Offer, [email protected], 1-855-682-2023; Omar Murad, Senior Vice-President, Mergers & Acquisitions, Raymond James Ltd., Financial Advisors to the Special Committee, [email protected], (416) 777-7014