MONTREAL,
July 7, 2014 /PRNewswire/ - Amaya
Gaming Group Inc. (TSX: AYA) ("Amaya" or the
"Corporation") announced today the completion of its
previously announced offering, on an underwritten bought-deal
private-placement basis, of 25 million subscription receipts priced
at $20 per subscription receipt (the
"Subscription Receipts"), and that the underwriters of the
offering have exercised in full the option granted to them to
purchase an additional seven million Subscription Receipts (the
"Subscription Receipt Offering"). Total gross proceeds to
Amaya from the Subscription Receipt Offering are $640 million. All $ figures are Canadian dollars
unless noted otherwise.
The proceeds of the Subscription Receipt
Offering, less 50% of the commission payable to the underwriters
and the underwriters' expenses, will be held in escrow and will be
released, and the Subscription Receipts automatically converted,
without additional payment, into common shares of the Corporation
issued from treasury on a one-to-one basis upon completion of the
previously announced transaction (the "Transaction") whereby
Amaya has agreed to acquire the Rational Group, owner and operator
of the PokerStars and Full Tilt Poker brands, for an aggregate
purchase price of US$4.9 billion (the
"Purchase Price"). The proceeds of the Subscription Receipt
Offering will be used to partially fund the payment of the Purchase
Price.
Osler, Hoskin
& Harcourt LLP acted as legal counsel to Amaya and McCarthy
Tétrault LLP acted as legal advisor to the underwriters in
connection with this offering.
The Subscription Receipt Offering was originally
announced June 12, 2014. The price of
the Subscription Receipts represented a premium of approximately
66.4% to the closing price of $12.02
per Amaya common share on the Toronto Stock Exchange (the
"TSX") on June 11, 2014 and a
premium of approximately 108.5% over the 30-trading day
volume-weighted average price of C$9.59 per Amaya common share on the TSX, up to
and including June 11, 2014.
If the Transaction is not completed within six
months from the closing date of the Subscription Receipt Offering,
then the Subscription Receipts shall, unless Amaya and the holders
of the Subscription Receipts agree to an extension, be
automatically terminated and cancelled and the principal amount
subscribed plus accrued interest will be returned to the holders of
the Subscription Receipts in accordance with the terms of the
subscription receipt agreement. The Subscription Receipts are
transferable, subject to the terms of the subscription receipt
agreement. The Subscription Receipts will not be listed on any
exchange. However, the Corporation has agreed to use its best
efforts to seek a stock exchange listing for the Subscription
Receipts if the Transaction has not closed within four months from
the closing of the Subscription Receipt Offering.
ABOUT AMAYA
Amaya provides a full suite of gaming products
and services including casino, poker, sportsbook, platform,
lotteries and electronic gaming machines and game systems. Some of
the world's largest licensed gaming operators, casinos and
lotteries are powered by Amaya's interactive, land-based, and
lottery solutions, including in multiple U.S. states and Canadian
provinces, more than 80 Native American tribal jurisdictions, and
multiple European jurisdictions. For more information, visit
www.amayagaming.com.
DISCLAIMERS
This News Release for Amaya contains
forward-looking statements about the proposed acquisition by Amaya
of all of the equity securities of Oldford Group, parent of the
Rational Group, including forward-looking statements concerning the
expected completion date of the proposed Transaction.
Forward-looking statements are typically identified by words such
as "expect", "anticipate", "believe", "foresee", "project",
"could", "estimate", "goal", "intend", "plan", "seek", "strive",
"will", "may" and "should" and similar expressions. Forward-looking
statements reflect current estimates, beliefs and assumptions,
which are based on Amaya's perception of historical trends, current
conditions and expected future developments, as well as other
factors management believes are appropriate in the circumstances.
Amaya's estimates, beliefs and assumptions are inherently subject
to significant business, economic, competitive and other
uncertainties and contingencies regarding future events and as
such, are subject to change.
There can be no assurance that the proposed
Transaction will occur. The proposed Transaction is subject to
various regulatory approvals, including approvals by the TSX, and
the fulfilment of certain conditions, and there can be no assurance
that any such approvals will be obtained and/or any such conditions
will be met. The proposed combination could be modified,
restructured or terminated.
Readers are cautioned not to place undue
reliance on these forward-looking statements, which reflect Amaya's
expectations only as of the date of this News Release. Amaya
disclaims any obligation to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise, except as required by law.
This News Release is not an offer to sell or the
solicitation of an offer to buy any securities in the United States or in any jurisdiction in
which such offer, solicitation or sale would be unlawful. The
securities described in this News Release have not been and will
not be registered under the United States Securities Act of 1933,
as amended, or any state securities laws and may not be offered or
sold within the United States
absent registration or an applicable exemption from the
registration requirements of such laws.
SOURCE Amaya Gaming Group Inc.