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Amaya Agrees on Terms of Recommended Cash Offer for CryptoLogic Limited(February 02, 2012)
MONTREAL, CANADA -- (Marketwire) -- 02/02/12 -- -
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
Amaya Gaming Group Inc. ("Amaya" or the "Company") (TSX VENTURE:AYA), an entertainment solutions provider for the regulated gaming industry, is pleased to announce that, further to the announcement made on December 15, 2011 (the "Possible Offer Announcement") and to the announcement of January 12, 2012, the boards of the Company and CryptoLogic Limited ("CryptoLogic") have agreed on the terms of a recommended cash offer to be made by Amaya for the entire issued and to be issued ordinary share capital of CryptoLogic (the "CryptoLogic Shares") to the extent that such ordinary shares are not already owned by Amaya, at a price of US$2.535 per share (the "Offer Price") valuing CryptoLogic at approximately US$35,817,144 (the "Offer").
Based on the closing price of the CryptoLogic Shares on the NASDAQ Global Select Market (the "NASDAQ") on December 14, 2011, being the last business day prior to the date of the Possible Offer Announcement, the Offer Price represents a premium of approximately 55% over the closing price of the CryptoLogic Shares. Using exchange rates of US$0.9642 to CAD$1.00 and US$1.5486 to GBP 1.00, the Offer represents a premium of 56% and 105% to the closing price of the CryptoLogic Shares on the Toronto Stock Exchange (the "TSX") and the London Stock Exchange respectively. Amaya holds 971,629 CryptoLogic Shares (the "Amaya Shares") representing approximately 7% of the issued share capital of CryptoLogic (assuming the exchange of all the outstanding exchangeable shares ("Exchangeable Shares") of CryptoLogic Exchange Corporation ("CEC") in accordance with their terms, for CryptoLogic Shares) at the date hereof.
A currency exchange facility will be made available to holders of CryptoLogic Shares ("CryptoLogic Shareholders") under which they will be able to elect to receive their consideration in Canadian dollars or pounds sterling. Amaya has received irrevocable undertakings to accept the Offer from certain CryptoLogic Shareholders outside the United States, in respect of, in aggregate, 1,947,789 CryptoLogic Shares which they hold, representing approximately 14.1% of the issued share capital of CryptoLogic (assuming the exchange of all the outstanding Exchangeable Shares in accordance with their terms, for CryptoLogic Shares) at the date hereof.
The board of directors of CryptoLogic, which has been so advised by Deloitte Corporate Finance ("Deloitte"), consider the terms of the Offer to be fair and reasonable. Accordingly, the board of directors of CryptoLogic has unanimously determined that the Offer is fair and reasonable and in the best interests of CryptoLogic. Accordingly, the board of directors of CryptoLogic intends to unanimously recommend that CryptoLogic shareholders accept the Offer, as those CryptoLogic directors who hold an interest in CryptoLogic Shares have irrevocably undertaken to do (or procure to be done) in respect of their own entire beneficial holdings comprising, in aggregate, 11,000 CryptoLogic Shares (representing, in aggregate, approximately 0.08% of the issued share capital of CryptoLogic assuming the exchange of all the outstanding Exchangeable Shares in accordance with their terms, for CryptoLogic Shares) at the date hereof. These irrevocable undertakings will remain binding in the event of a competing offer being made for CryptoLogic and will only cease to be binding in the event that the Offer Document is not published within 28 days of the date hereof or if the Offer lapses or is withdrawn.
Subject to the Offer being declared wholly unconditional and to applicable law and regulation, Amaya intends to procure that CryptoLogic applies to the appropriate regulators to cancel the listing of, the trading of and to delist (as applicable) the CryptoLogic Shares from the Official List of the Financial Services Authority of the United Kingdom, the London Stock Exchange's main market for listed securities, the TSX and the NASDAQ.
Subject to receiving acceptances or otherwise acquiring or contracting to acquire 90% or more in value of all the CryptoLogic Shares to which the Offer relates and of the voting rights of those CryptoLogic Shares, Amaya intends to exercise its rights to compulsorily acquire any remaining CryptoLogic Shares on the same terms as the Offer. Working alongside Amaya, CryptoLogic and CEC will make arrangements with Equity Financial Trust Company, the Canadian transfer agent of CryptoLogic and CEC, to allow holders of Exchangeable Shares to provide: (i) a notice of conditional exchange (retraction) to CEC in respect of their Exchangeable shares; and (ii) anticipatory instructions to tender any CryptoLogic Shares issued upon the conditional exchange (retraction) of Exchangeable Shares to the Offer. A conditional exchange (retraction) of Exchangeable shares will be effective only upon the Offer becoming wholly unconditional.
The Offer will be conditional on, amongst other things, acceptances being received in respect of shares representing more than 50% of the issued share capital of CryptoLogic.
Commenting on the Offer, David Baazov, President and CEO of Amaya said:
"We believe we share many of the same fundamental values and business philosophies as CryptoLogic and we are excited about the opportunity to work in partnership with its management and employees. We are also excited about the opportunity to integrate CryptoLogic's expertise, capabilities and relationships with our existing worldwide operations. We look forward to completing the acquisition of CryptoLogic as another important step in our international expansion strategy to deliver leading edge gaming solutions to our expanding global client base of regulated gaming operators and governments."
Commenting on the Offer, David Gavagan, Chairman and Interim CEO of CryptoLogic said:
"The board of CryptoLogic is pleased to have agreed terms with Amaya. We consider that the Offer represents an attractive premium to the share price of the Cryptologic prior to the announcement of a possible offer by Amaya in December 2011."
Amaya is engaged in the design, development, manufacturing, distribution and sale of technology based gaming solutions for the regulated gaming industry worldwide. For more information please visit www.amayagaming.com.
Certain statements included herein, including those that express management's expectations or estimates of our future performance constitute "forward-looking statements" within the meaning of applicable securities laws. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management at this time, are inherently subject to significant business, economic and competitive uncertainties and contingencies, including: there are no assurances that the conditions for acceptance or completion will be satisfied or waived by the Company. Investors are cautioned not to put undue reliance on forward looking statements. Except as required by law, Amaya does not intend, and undertakes no obligation, to update any forward-looking statements to reflect, in particular, new information or future events.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Mr. David Baazov
President and Chief Executive Officer
Amaya Gaming Group Inc.
North America: 1-866-744-3122
The Equicom Group
416-815-0700 ext. 261
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