MONTREAL, March 10, 2017 /CNW/ - Amaya Inc. (Nasdaq: AYA;
TSX: AYA) ( "Amaya") today announced that, on March 9, 2017, it entered into a support
agreement (the "Support Agreement") with Pollard Banknote Limited
("Pollard Banknote") in respect of the 8,180,000 common shares of
INNOVA Gaming Group Inc. ("Innova") indirectly held by Amaya,
representing approximately 40.45% of the total issued and
outstanding common shares of Innova.
The Support Agreement requires that Pollard Banknote present an
offer to Innova to acquire all of the outstanding shares of Innova
("Shares") at a price per Share of not less than $2.10, payable in cash (the "Proposed
Transaction"). Pollard Banknote has agreed that completion of the
Proposed Transaction will not be subject to financing, due
diligence or any other condition requiring access to information
from Innova, and that any acquisition agreement entered into by
Pollard Banknote with Innova in connection with the Proposed
Transaction will include customary "fiduciary out", "right to
match" and termination provisions.
Amaya has agreed to vote in favour of, and/or tender all of its
Shares to, a Proposed Transaction of any form, including a plan of
arrangement, take-over bid or other acquisition method.
There can be no assurance that Innova will be supportive of the
Proposed Transaction, that the conditions to Pollard Banknote's
obligation to proceed with the Proposed Transaction will be
satisfied, that Innova and Pollard Banknote will otherwise agree to
the terms in respect of any transaction or that Pollard Banknote
will proceed with the Proposed Transaction without an acquisition
agreement.
The Support Agreement also contains customary covenants by Amaya
that it not solicit or in any manner assist with any proposal for a
transaction other than the Proposed Transaction. Amaya may
terminate the Support Agreement in order to accept a superior
offer, subject to Pollard Banknote's right to match. The Support
Agreement may also be terminated by Amaya in certain other
customary circumstances, including at any time on or after
May 8, 2017 if Pollard Banknote has
not entered into an acquisition agreement with Innova or commenced
a take-over bid which has not been withdrawn.
As noted above, Amaya owns 8,180,000 Shares, representing
approximately 40.45% of the total issued and outstanding Shares on
a non-diluted basis. The foregoing percentage was calculated based
on 20,220,900 Shares issued and outstanding as at September 30, 2016 pursuant to the information
set out in Innova's Management's Discussion and Analysis for the
quarter ended September 30, 2016
dated as of November 10, 2016.
Other than as set out above, Amaya currently has no other plans
or intentions that relate to or would result in any change to
Innova or its securities. However, if the Support Agreement
is terminated, depending on market conditions, general economic and
industry conditions, trading prices of Innova's securities,
Innova's business, financial condition and prospects and/or other
relevant factors, Amaya may develop such plans or intentions in the
future and, at such time, may from time to time acquire or dispose
of Shares or other securities of Innova.
An early warning report will be filed by Amaya in accordance
with applicable securities laws.
About Amaya
Amaya is a leading provider of technology-based products and
services in the global gaming and interactive entertainment
industries. Amaya ultimately owns gaming and related consumer
businesses and brands including PokerStars, PokerStars Casino,
BetStars, Full Tilt, StarsDraft, and the PokerStars Championship
and PokerStars Festival live poker tour brands (incorporating
aspects of the European Poker Tour, PokerStars Caribbean Adventure,
Latin American Poker Tour and the Asia Pacific Poker Tour). These
brands have more than 108 million cumulative registered customers
globally and collectively form the largest poker business in the
world, comprising online poker games and tournaments, sponsored
live poker competitions, marketing arrangements for branded poker
rooms in popular casinos in major cities around the world, and
poker programming and content created for television and online
audiences. Amaya, through certain of these brands, also offers
non-poker gaming products, including casino, sportsbook and daily
fantasy sports. Amaya, through certain of its subsidiaries, is
licensed or approved to offer, or offers under third party licenses
or approvals, its products and services in various jurisdictions
throughout the world, including in Europe, both within and outside of the
European Union, the Americas and elsewhere. In particular,
PokerStars is the world's most licensed online gaming brand,
holding licenses or related operating approvals in 17
jurisdictions.
Cautionary Note Regarding Forward Looking Statements
This news release contains forward-looking information
statements within the meaning of the Private Securities Litigation
Reform Act of 1995 and applicable securities laws. Forward-looking
statements can, but may not always, be identified by the use of
words such as "anticipate", "plan", "continue", "estimate",
"expect", "may", "will", "project", "predict", "potential",
"targeting", "intend", "could", "might", "would", "should",
"believe", "objective", "ongoing" and similar references to future
periods or the negatives of these words and expressions. These
statements are based on management's current expectations and are
subject to a number of risks, uncertainties, and assumptions,
including market and economic conditions, business prospects or
opportunities, future plans and strategies, projections,
anticipated events and trends that affect us, our customers and our
industries. Although Amaya and management believe the expectations
reflected in such forward-looking statements are reasonable and are
based on reasonable assumptions and estimates, there can be no
assurance that these assumptions or estimates are accurate or that
actual results will not differ materially from those expressed or
implied in forward-looking statements. Forward-looking statements
are inherently subject to significant business, regulatory,
economic and competitive risks, uncertainties and contingencies
that could cause actual events to differ materially from those
expressed or implied in such statements. Specific risks and
uncertainties include, but are not limited to, Pollard Banknote's
plans and ability regarding the Proposed Transaction, and those
identified under the heading "Risk Factors and Uncertainties" in
Amaya's Annual Information Form for the year ended December 31, 2015 and "Risk Factors and
Uncertainties" in its Management's Discussion & Analysis for
the three and nine months ended September
30, 2016, each available on SEDAR at www.sedar.com, EDGAR at
www.sec.gov and Amaya's website at www.amaya.com, and in other
filings that Amaya has made and may make with applicable securities
authorities in the future. Investors are cautioned not to put undue
reliance on forward-looking statements. Each forward-looking
statement speaks only as of the date hereof, and Amaya 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 Amaya Inc.