TORONTO, Aug. 17, 2017 /CNW/ - Gaming Nation Inc. (TSX-V:
FAN) ("Gaming Nation" or the "Company") announced today the
positive outcome of the shareholder ("Shareholders") vote at
today's special meeting (the "Meeting") of the Shareholders
regarding the previously announced arrangement (the "Arrangement")
pursuant to which OC Special Opportunities Fund, LP (the
"Purchaser") will acquire all of the outstanding common shares of
Gaming Nation (the "Shares"), other than certain Shares held by
members of management and the board of directors of the Company,
for $0.95 per Share in cash by way of
a plan of arrangement.
At the Meeting, approximately 100% of the votes cast by all
Shareholders, and approximately 100% of the votes cast by
Shareholders other than the Shareholders whose votes were required
to be excluded for the purposes of "minority approval" under
Multilateral Instrument 61-101 – Protection of Minority Security
Holders in Special Transactions, were voted in favour of the
special resolution approving the Arrangement. Details of the voting
results will be filed under Gaming Nation's profile on SEDAR
www.sedar.com.
Gaming Nation will apply for final order of the Ontario Superior
Court of Justice (Commercial List) for approval of the Arrangement
on August 22, 2017. Closing of the
transaction remains subject to certain customary closing conditions
including court approval and the receipt of certain regulatory
approvals. Assuming the satisfaction of these closing conditions,
the transaction is expected to close in the fall of 2017.
Shareholders who have questions or require assistance with
submitting their Shares to the Arrangement may direct their
questions to Computershare Trust Company of Canada, who is acting as depositary under the
Arrangement, toll free at 1-800-564-6253 or within Canada at 1-514-982-7555 or by email at
corporateactions@computershare.com. Further information regarding
the Arrangement is available in the management information circular
of the Company dated July 19, 2017,
which is available under Gaming Nation's profile on SEDAR at
www.sedar.com.
About Gaming Nation
Gaming Nation Inc. (TSX-V:FAN) provides technology and
information platforms to the sports and entertainment industry. The
Company's platforms include 5050 Central, an electronic real-time
raffle system, BD Sport Group, providing in-stadium betting in the
UK football market, and sports information websites Fantasy Guru,
Fantasy Guru Elite and Pick Nation.
For more information, visit www.gamingnationinc.com.
CAUTION CONCERNING FORWARD-LOOKING STATEMENTS
This press release contains certain statements that constitute
forward-looking information within the meaning of applicable
securities laws ("forward-looking statements") regarding the
proposed transaction including the anticipated completion and
timing thereof. The words "believe", "expect", "anticipate",
"estimate", "intend", "may", "will", "would", "could", "should",
"continue", "goal", "objective", and similar expressions and the
negative of such expressions are intended to identify
forward-looking statements, although not all forward-looking
statements contain these identifying words.
Certain information set forth in this news release contains
forward-looking statements or information ("forward-looking
statements"). By their nature, forward-looking statements are
subject to numerous risks and uncertainties, some of which are
beyond Gaming Nation Inc.'s control. The completion of the
Arrangement is subject to a number of terms and conditions,
including, without limitation: (i) required shareholder approval,
(ii) necessary court approvals, (iii) certain regulatory approvals
and (iv) certain termination rights available to the parties under
the Arrangement Agreement. These approvals may not be obtained, the
other conditions to the transaction may not be satisfied in
accordance with their terms, and/or the parties to the Arrangement
Agreement may exercise their termination rights, in which case the
proposed transaction could be modified or terminated, as
applicable. Important risks and uncertainties include global,
economic, market and business conditions, the failure to obtain
regulatory and other approvals in connection with the transaction
or to do so in a timely manner and the failure of any of the
parties to satisfy the other conditions to closing of the
transaction. Accordingly, readers are cautioned not to place undue
reliance on forward-looking statements, as actual results and
developments may differ from those contemplated by the statements.
Gaming Nation does not intend, and disclaims any obligation, except
as required by law, to update or revise any forward-looking
statements whether as a result of new information, future events or
otherwise. All forward-looking statements are qualified by these
cautionary statements and other cautionary statements or factors
contained herein and in Gaming Nation's other documents filed with
Canadian securities regulators.
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.
SOURCE Gaming Nation Inc.
