VANCOUVER, Jan. 7, 2019 /CNW/ - INTEGRITY GAMING
CORP. (TSX-V: IGAM) (OTCQX: IGAMF) ("Integrity" or the
"Company") is pleased to announce that it has mailed its
management information circular (the "Circular") and related
proxy materials (collectively, the "Meeting Materials") to
its holders of common shares ("Shares"), options
("Options") and restricted share units ("RSUs")
(collectively, the "Securityholders") in connection with the
special meeting of Securityholders to be held at 10:00 a.m. (Vancouver time) on Tuesday, February 5, 2019 (the "Meeting").
At the Meeting, Securityholders will be asked to approve the
Company's previously announced transaction with PlayAGS Canada
ULC (the "Purchaser") and PlayAGS, Inc., as guarantor (the
"Guarantor") whereby the Purchaser is proposing to acquire
all of the issued and outstanding Shares by way of a statutory plan
of arrangement (the "Arrangement"). The Arrangement is being
proposed under, and is subject to the terms and conditions of, an
arrangement agreement dated December 14,
2018 between the Company, the Purchaser and the Guarantor,
as amended (the "Arrangement Agreement"). Assuming the
Arrangement becomes effective, subject to applicable withholding
taxes (if any), holders of Shares will receive $0.46 in cash for each Share held, holders of all
unexercised Options (including Options which have not vested) will
receive, in respect of each Option held, $0.46 in cash less the exercise price of such
Option and holders of RSUs (including RSUs which have not vested)
will receive, in respect of each RSU held, $0.46 in cash.
Mailing of the Meeting Materials follows receipt by the Company
on January 4, 2019 of an interim
order of the Supreme Court of British
Columbia (the "Court") authorizing, among other
things, the holding of the Meeting. Assuming approval of the
Arrangement at the Meeting, the Company will, on or about
February 7, 2019, return to the Court
to seek a final order to implement the Arrangement. The closing of
the Arrangement is also subject to receipt of certain other
approvals and the satisfaction or waiver of certain other customary
closing conditions. Assuming all conditions are satisfied, the
Company expects that the closing of the Arrangement will be
completed in February 2019.
The Circular contains, among other things, details concerning
the Arrangement, the background to and reasons for the Arrangement,
the requirements for the Arrangement to become effective, the
procedure for receiving consideration payable under the
Arrangement, procedures for voting at the Meeting and other related
matters. Securityholders are urged to carefully review the Circular
and accompanying materials, which includes a copy of the
Arrangement Agreement, as they contain important information
regarding the Arrangement and its consequences to Securityholders.
A copy of the Circular is available under Integrity's profile on
SEDAR at www.sedar.com.
YOUR VOTE IS IMPORTANT. VOTE TODAY.
The Board of Directors of Integrity UNANIMOUSLY recommends that
Securityholders
vote IN FAVOUR of the Arrangement.
How to Vote
A proxy form or voting instruction form will accompany the
meeting materials you receive by mail. Instructions on how to vote,
which vary depending on whether you are a beneficial shareholder or
a registered shareholder, optionholder or RSU holder of the Company
are provided in the Circular and in the other meeting
materials.
Registered shareholders, optionholders and RSU
holders may vote in person at the Meeting or by using one
of the following methods:
1. Internet: vote online at www.investorvote.com
using the control number located on your proxy.
2. Telephone: 1-866-732-VOTE(8683), toll free in
Canada and United States.
3. Facsimile: 1-866-249-7775, toll free in
Canada and United States.
4. Mail: by mailing the form of proxy in the envelope
enclosed with your proxy.
Beneficial shareholders who hold Integrity Shares
through a bank, broker or other intermediary will have different
voting instructions and should carefully follow the voting
instructions provided to them on the voting information form
included in the meeting materials.
Securityholder Questions
Securityholders who would like additional copies, without
charge, of this Circular or have additional questions about the
Arrangement, including the procedures for voting or completing
transmittal documents, should contact their broker or the Company's
proxy solicitation agent - Laurel Hill Advisory Group at
1-877-452-7184 (North American Toll Free), 416-304-0211 (Collect
Outside North America) or email at assistance@laurelhill.com
About Integrity
Integrity Gaming Corp. is a regional slot route operator with
over 2,700 gaming machines in operation across over 33 casinos in
Oklahoma and Texas. The
Company primarily derives its revenue from short- and long-term
revenue share contracts with Native American casinos. It
provides gaming equipment such as slot machines and electronic
table games, and project financing to owners, operators, and
managers of casinos and other regulated gaming venues. The
Company works with casinos, new casino developments, and gaming
machine suppliers. Additional information about the Company
can be found on the Company's website at www.integritygaming.com
and on the SEDAR website at www.sedar.com.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Cautionary Note Regarding Forward-Looking
Statements
Certain information in this news release is considered
forward-looking within the meaning of certain securities laws and
is subject to important risks, uncertainties and assumptions. This
forward-looking information includes, among other things,
information with respect to the Company's beliefs, plans,
expectations, anticipations, estimates and intentions. The words
"may", "could", "should", "would", "suspect", "outlook", "believe",
"anticipate", "estimate", "expect", "intend", "plan", "target" and
similar words and expressions are used to identify forward-looking
information. The forward‐looking information in this news release
describes the Company's expectations as of the date of this news
release. Forward-looking statements in this news release include,
but are not limited to statements with respect to the closing of
the Arrangement, the anticipated consideration to be received by
Securityholders, the satisfaction of closing conditions including:
(i) required Securityholder approval; (ii) necessary court approval
in connection with the Arrangement; (iii) certain termination
rights available to the parties under the Agreement; (iv) Integrity
obtaining the necessary approvals from the TSX-V; and (v) other
closing conditions, including, without limitation, the operation
and performance of the Integrity business in the ordinary course
until the closing of the Arrangement and compliance by Integrity
with various covenants contained in the Agreement.
The results or events anticipated or predicted in such
forward-looking information may differ materially from actual
results or events. Material factors which could cause actual
results or events to differ materially from such forward-looking
information include, among others, risks arising from general
economic conditions; adverse industry events; inability to realize
anticipated synergies; future legislative and regulatory
developments; inability to access sufficient capital from internal
and external sources, and/or inability to access sufficient capital
on favourable terms; income tax and regulatory matters; the ability
of Integrity and the Purchaser to implement their business
strategies; competition; currency and interest rate fluctuations
and other risks. Readers are cautioned that the foregoing list is
not exhaustive.
The Company cautions that the foregoing list of material factors
is not exhaustive. When relying on the Company's forward-looking
information to make decisions, investors and others should
carefully consider the foregoing factors and other uncertainties
and potential events. The Company has assumed a certain
progression, which may not be realized. It has also assumed that
the material factors referred to in the previous paragraph will not
cause such forward-looking information to differ materially from
actual results or events. However, the list of these factors is not
exhaustive and is subject to change and there can be no assurance
that such assumptions will reflect the actual outcome of such items
or factors.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE
REPRESENTS THE EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS
NEWS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH
DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING
INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY
OTHER DATE. WHILE THE COMPANY
SOURCE Integrity Gaming Corp.