INNOVA Shareholders Holding Over 49% of Common Shares
Have Already Committed to Supporting the Revised Offer
WINNIPEG and LOS ANGELES, July 20, 2017 /CNW/ - Pollard Banknote Limited ("Pollard Banknote") (TSX: PBL) and INNOVA Gaming Group Inc. ("INNOVA") (TSX: IGG) today announced the filing and mailing of a notice of variation to Pollard Banknote's offer to purchase all of the issued and outstanding common shares of INNOVA (the "Common Shares") and a notice of change to the INNOVA directors' circular. These documents relate to the previously announced increase in the consideration provided for under Pollard Banknote's offer to $2.50 in cash per Common Share (the "Revised Offer") and the entering into of a support agreement among Pollard Banknote, 10188557 Canada Inc. and INNOVA on June 30, 2017 (the "Support Agreement").
The INNOVA Board unanimously recommends that shareholders
The Revised Offer will be open for acceptance until
INNOVA's board of directors (the "INNOVA Board") has unanimously determined, after consultation with its financial and legal advisors, that the Revised Offer is fair to INNOVA's shareholders, and that it would be in the best interests of INNOVA to support and facilitate the Revised Offer and to recommend that INNOVA's shareholders accept the Revised Offer and tender their Common Shares thereto. INNOVA's financial advisor, Raymond James Ltd., has provided a fairness opinion to the INNOVA Board and the special committee of the INNOVA Board that, as of June 30, 2017 (being the date on which the Support Agreement was entered into) and subject to the assumptions, limitations and qualifications on which such opinion is based, the consideration to be received by INNOVA's shareholders under the Revised Offer is fair, from a financial point of view, to INNOVA's shareholders.
Under the terms of the March 9, 2017 support agreement between Pollard Banknote and Amaya Inc. ("Amaya"), Amaya has agreed to tender all 8,180,000 Common Shares that it owns to the Revised Offer, which represent approximately 40.7% of the outstanding Common Shares. Pollard Banknote has also entered into a support agreement with Daniel Lewis on July 19, 2017, pursuant to which Mr. Lewis has agreed to tender all 1,687,300 Common Shares that he owns to the Revised Offer, which represent approximately 8.4% of the outstanding Common Shares. As a result, INNOVA shareholders holding an aggregate of approximately 49.1% of the outstanding Common Shares have agreed to accept the Revised Offer.
The Revised Offer is subject to customary conditions, including, among other things: (i) there having been validly deposited under the Revised Offer and not withdrawn that number of Common Shares that constitutes at least 66⅔% of the outstanding Common Shares, excluding any Common Shares beneficially owned, or over which control or direction is exercised, by Pollard Banknote, its affiliates or by any person acting jointly or in concert with Pollard Banknote and its affiliates, and (ii) Pollard Banknote having determined, acting reasonably, that there does not exist and there shall not have occurred or been publicly disclosed since April 19, 2017 (being the date on which Pollard Banknote's offer was commenced), a material adverse effect in respect of INNOVA. The Revised Offer is not subject to any due diligence or financing condition, nor the receipt of any regulatory approvals.
The Revised Offer will be open for acceptance until 5:00 p.m. (Toronto time) on August 3, 2017, unless the Revised Offer is extended, accelerated or withdrawn in accordance with its terms.
Pollard's notice of variation with respect to the Revised Offer and the notice of change to INNOVA's directors' circular have been mailed to registered shareholders of INNOVA and have been filed on INNOVA's SEDAR profile at www.sedar.com. INNOVA's shareholders are urged to review these documents carefully and in their entirety.
Shareholder Questions and How to Tender
INNOVA's shareholders that have already deposited their Common Shares to Pollard Banknote's offer do not need to take an further action. For assistance in depositing their Common Shares to the Revised Offer, INNOVA's shareholders should contact Laurel Hill Advisory Group, the depositary and information agent for Pollard Banknote in connection with the Revised Offer, at the contact information set out below.
Laurel Hill Advisory Group
1-877-452-7184 (North America toll free)
1-416-304-0211 (collect calls outside of North America)
About Pollard Banknote
Pollard Banknote is a leading lottery partner to more than 60 lotteries worldwide, providing high quality instant ticket products, licensed games, and strategic marketing and management services for both traditional instant games and the emerging iLottery space of web, mobile and social channels. The company is a proven innovator and has decades of experience helping lotteries to maximize player engagement, sales and proceeds for good causes. Pollard Banknote also plays a major role in the charitable pull‐tab and bingo markets in North America. Established in 1907, Pollard Banknote is owned approximately 73.5% by the Pollard family and 26.5% by public shareholders and is publicly traded on the Toronto Stock Exchange (PBL). For more information, please visit Pollard Banknote's website at www.pollardbanknote.com.
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, INNOVA 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. INNOVA'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 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 the management and the board of directors of each of Pollard Banknote and INNOVA 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 Pollard Banknote and INNOVA's current views with respect to future events, and except as required by law, Pollard Banknote and INNOVA do not intend, and undertake no obligation, to update any forward-looking statements to reflect, in particular, new information or future events, or otherwise.
SOURCE Pollard Banknote Limited
For further information: Please Contact: Pollard Banknote Limited: Doug Pollard, Co-Chief Executive Officer, [email protected]; Rob Rose, Chief Financial Officer, [email protected]; John Pollard, Co-Chief Executive Officer, [email protected]; Pollard Banknote Limited, 204-474-2323; INNOVA Gaming Group Inc.: Jonathan Ross, LodeRock Advisors, INNOVA Investor Relations, [email protected], 416-283-0178