NEW YORK, Nov. 29, 2017 /CNW/ - Gaming Nation Inc. (Gaming) and OC Special Opportunities Fund, LP a private investment fund, managed by Orange Capital Ventures GP, LLC (collectively, Orange Capital), announced the completion of the previously announced transaction pursuant to which Orange Capital acquired all of the issued and outstanding Common Shares of Gaming, for consideration equal to CAD$0.95 per Common Share (the Consideration), by way of a plan of arrangement (Arrangement) under Section 182 of the Business Corporations Act (Ontario). Upon completion of the Arrangement: (i) each option to acquire a Common Share (each a Gaming Option) outstanding immediately prior to the effective time of the Arrangement was deemed to be assigned and transferred to Gaming in exchange for a cash payment equal to the amount by which the Consideration exceeds the exercise price of such Gaming Option, less applicable withholdings, following which such Gaming Options were cancelled; and (ii) each purchase warrant to acquire a Common Share (each a Gaming Warrant) outstanding immediately prior to the effective time of the Arrangement was deemed to be assigned and transferred to Orange Capital in exchange for a cash payment equal to the amount by which the Consideration exceeds the exercise price of such Gaming Warrant, less applicable withholdings, following which such Gaming Warrants were cancelled. Also upon completion of the Arrangement, in exchange for Orange Capital acquiring 2,157,500 of the Common Shares (the Rollover Shares) held by directors and/or members of management of Gaming (the Rollover Shareholders), Orange Capital issued to each Rollover Shareholder such number or amount of partnership units and debt equivalent to the Consideration per Rollover Share. As a result of the above exchange, Orange Capital was deemed under the applicable securities laws to be a reporting issuer in the Provinces of Ontario, Alberta and British Columbia (where Gaming had been a reporting issuer for at least 12 months prior to the date on the date that the Arrangement was completed).
Upon completion of the Arrangement, Orange Capital acquired 42,685,193 Common Shares, representing 100% of the total issued and outstanding Common Shares of Gaming.
Orange Capital's head office is located at 1370 Avenue of the Americas New York, NY 10019.
A copy of Orange Capital's early warning report required to be filed in connection with the acquisition of common shares of Gaming will appear on Gaming's profile on SEDAR at www.sedar.com and may also be obtained by contacting Carla Monteiro, Securities Law Clerk, Norton Rose Fulbright Canada LLP, at (416) 216-4040.
SOURCE OC Special Opportunities Fund, LP