MONTREAL, Oct. 7, 2016 /PRNewswire/ - The Boards of William
Hill PLC (LSE: WMH) and Amaya Inc. (TSX: AYA, Nasdaq: AYA) note the
recent press speculation and confirm that they are in discussions
regarding a potential all share merger of equals.
Amaya has been undertaking a review of its strategic
alternatives since February 2016.
Over recent months, the Board of William Hill has been evaluating
options to accelerate William Hill's
strategy of increasing diversification by growing its digital and
international businesses.
The potential merger would be consistent with the strategic
objectives of both William Hill and
Amaya and would create a clear international leader across online
sports betting, poker and casino.
These discussions are ongoing and there can be no certainty that
an agreement will be reached.
The Potential Merger would be classified as a reverse takeover
under the Listing Rules of the Financial Conduct Authority and is
not subject to the City Code on Takeovers and Mergers. William Hill is required to provide certain
confirmations to ensure that there is sufficient information
available to the public with regard to the potential reverse
takeover in order to avoid a suspension of William Hill's shares. Pursuant to LR 5.6.12G(2)
of the Listing Rules, William Hill
confirms that Amaya has its shares listed on the Toronto Stock
Exchange and Nasdaq Global Select Market and that Amaya has
complied with the disclosure requirements applicable on these
markets, that information disclosed pursuant to those requirements
can be obtained at www.amaya.com/investors and
www.amaya.com/press/corporate and that there are no material
differences between those disclosure requirements and the
disclosure requirements under the Market Abuse Regulation and the
Disclosure Guidance and Transparency Rules of the Financial Conduct
Authority.
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or the solicitation of an
offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities whether pursuant to this
announcement or otherwise.
The release, publication or distribution of this announcement in
jurisdictions outside the United
Kingdom may be restricted by law and therefore persons into
whose possession this announcement comes should inform themselves
about, and observe such restrictions. Any failure to comply
with such restrictions may constitute a violation of the securities
law of any such jurisdiction.
Citigroup Global Markets Limited, which is authorised by the
Prudential Regulation Authority and regulated in the United Kingdom by the FCA and the Prudential
Regulation Authority, is acting as financial adviser to William
Hill and for no one else in connection with matters set out in this
announcement and will not be responsible to anyone other than
William Hill for providing the
protections afforded to its clients or for providing advice in
relation to matters set out in this announcement.
Macquarie Capital (Europe)
Limited, which is regulated in the United
Kingdom by the FCA, and Macquarie Capital (USA) Inc. (together "Macquarie Capital"), are
acting exclusively as financial adviser to William Hill and no one
else in connection with the matters described in this announcement.
In connection with such matters, Macquarie Capital, its affiliates
and their respective directors, officers, employees and agents will
not regard any other person as their client, nor will they be
responsible to any other person other than William Hill for providing the protections
afforded to clients of Macquarie Capital or for providing advice in
connection with the matters described in this announcement or any
matter referred to herein.
Barclays Bank PLC, acting through its Investment Bank
("Barclays"), which is authorised by the Prudential Regulation
Authority and regulated in the United
Kingdom by the FCA and the Prudential Regulation Authority,
is acting exclusively for Amaya and no one else in connection with
the matters described in this announcement and will not be
responsible to anyone other than Amaya for providing the
protections afforded to clients of Barclays nor for providing
advice in relation to the matters described in this
announcement.
Cautionary Note Regarding Forward-Looking Statements
This announcement contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 and
applicable securities laws, including, without limitation, as it
relates to a potential merger between Amaya
and William Hill, as well as certain expectations with
respect to the same. Forward-looking statements can, but may not
always, be identified by the use of words such as "may", "will",
"potential", "intend", "would", "objective" and similar references
to future periods or the negatives of these words and expressions.
These statements, other than statements of historical fact, are
based on management's current expectations, assumptions and
estimates, which it believes are reasonable, but which are subject
to a number of risks and uncertainties that could cause actual
results and outcomes to differ materially, including risks
associated with the entry into and consummation of a potential
merger, ability to realize expected synergies and successfully
integrate the companies in the event of a merger or other
transaction, market and economic conditions, business prospects or
opportunities, future plans and projections, technological and
business developments, and regulatory trends and changes. Other
applicable risks and uncertainties include those identified in
filings and documents that Amaya and
William Hill have made and may make publicly available.
Investors are cautioned not to put undue reliance on
forward-looking statements. Any forward-looking statement speaks
only as of the date hereof, and neither Amaya nor William Hill undertake any 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.