VANCOUVER, Feb. 5, 2019 /CNW/ - INTEGRITY GAMING
CORP. (TSX-V: IGAM) (OTCQX: IGAMF) ("Integrity" or the
"Company") is pleased to announce that, at the special
meeting of holders ("Shareholders") of common shares
("Shares"), options ("Options") and restricted share
units ("RSUs") of Integrity (collectively, the
"Securityholders") held today (the "Meeting"),
Securityholders overwhelmingly voted in favour of a special
resolution (the "Arrangement Resolution") to approve the
previously announced plan of arrangement (the "Arrangement")
involving Integrity, a wholly-owned subsidiary of PlayAGS, Inc.
("AGS") and the Securityholders pursuant to which AGS's
subsidiary will acquire all of the issued and outstanding Shares.
Pursuant to the Arrangement, subject to applicable withholding
taxes (if any), holders of Shares will receive CAD$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, CAD$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, CAD$0.46 in cash.
The Arrangement required the approval of: (i) not less than 66⅔%
of the votes cast by Shareholders present in person or represented
by proxy at the Meeting; (ii) not less than 66⅔% of the votes cast
by Securityholders present in person or represented by proxy at the
Meeting, voting together as a single class and (iii) a simple
majority of the votes cast by Shareholders at the Meeting after
excluding the votes cast by those persons whose votes must be
excluded pursuant to Multilateral Instrument 61- 101- Protection
of Minority Security Holders in Special Transactions ("MI
61-101").
Of the votes cast at the Meeting, 99.99% of the votes cast by
Shareholders were in favour of the Arrangement Resolution (99.99%
after excluding the votes cast by those persons whose votes must be
excluded in determining minority approval for the Arrangement
pursuant to MI 61-101). In addition, of the votes cast at the
Meeting, 99.99% of the votes cast by Securityholders, voting
together as a single class, were in favour of the Arrangement
Resolution.
Integrity will be seeking a final order of the British Columbia
Supreme Court to approve the Arrangement on February 7, 2019. Completion of the Arrangement
is subject to the satisfaction of certain other closing conditions
customary of a transaction of this nature.
Assuming that the conditions to closing are satisfied or waived,
it is expected that the Arrangement will be completed after the
close of trading on February 8, 2019,
following which date Integrity will be delisted from the TSX
Venture Exchange.
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 receipt of the
final order, the closing of the Arrangement, the anticipated
consideration to be received by Securityholders and the
satisfaction of closing conditions.
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 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 MAY ELECT TO, IT DOES NOT UNDERTAKE
TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME.
SOURCE Integrity Gaming Corp.