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Amaya Gaming Group Inc.: Amendment No. 2 to Tender Offer Statement(March 16, 2012)
MONTREAL, QUEBEC -- (Marketwire) -- 03/16/12 --
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
On 2 February 2012 the boards of CryptoLogic Limited ("CryptoLogic") and Amaya Gaming Group Inc. ("Amaya") (TSX VENTURE:AYA) announced that they had reached agreement on the terms of an offer (the "Offer") by Amaya to acquire the entire issued and to be issued ordinary share capital of CryptoLogic, which the board of CryptoLogic would unanimously recommend.
On 21 February 2012, Amaya announced that the offer document dated 17 February 2012 (the "Offer Document") in respect of the Offer and all ancillary documentation had been posted to shareholders of CryptoLogic and filed a Tender Offer Statement with the United States Securities and Exchange Commission (the "SEC") in connection with the Offer. Following the SEC's further review, Amaya announces today that Amendment No. 2 to the Tender Offer Statement has been filed with the SEC. The terms of the Offer remain unchanged. Such document is available at www.amayagaming.com/cryptologic and http://offer.cryptologic.com/.
Canaccord Genuity, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for Amaya and no one else in connection with the Offer and other matters referred to in this Announcement and will not be responsible to any person other than Amaya for providing the protections afforded to clients of Canaccord Genuity nor for giving advice in relation to the Offer or many other matter or arrangement referred to in this Announcement.
Deloitte Corporate Finance is acting exclusively for CryptoLogic and no one else in connection with the Offer and other matters referred to in this Announcement and will not be responsible to any person other than CryptoLogic for providing the protections afforded to clients of Deloitte Corporate Finance nor for giving advice in relation to the Offer or any other matter or arrangement referred to in this Announcement. Deloitte Corporate Finance is a division of Deloitte LLP, which is authorised and regulated in the United Kingdom by the FSA in respect of regulated activities.
Dealing Disclosure Requirements
Under Rule 8.3(a) of the Code, any person who is interested in one per cent. 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 on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm 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 one per cent. 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 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.
Notice to US investors
This Announcement is for informational purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Offer or otherwise. This Announcement also does not constitute a Solicitation/ Recommendation Statement under the rules and regulations of the SEC. The Offer is being made solely by means of an Offer Document, the Form of Acceptance accompanying the Offer Document and any other documents required by applicable law, which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. In the United States, Amaya has filed with the SEC a Tender Offer Statement on Schedule TO containing the Offer Document and other related documentation and CryptoLogic has filed with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9.
Free copies of the Schedule TO, the Schedule 14D-9 and the other related documents filed by Amaya or CryptoLogic in connection with this Offer are available on the SEC's website at http://www.sec.gov. The Offer Document, Form of Acceptance accompanying the Offer Document and any other documents required by applicable law will be made available to all CryptoLogic Shareholders, Exchangeable Shareholders and CryptoLogic Option Holders at no charge to them. CryptoLogic Shareholders are advised to read the Offer Document and the accompanying Form of Acceptance because they contain important information. CryptoLogic Shareholders in the United States are also advised to read the Tender Offer Statement and the Solicitation/Recommendation Statement because they contain important information.
President and CEO
+1 514 744 3122
+1 514 744 3122
Canaccord Genuity (Financial Adviser to Amaya):
Rory O'Sullivan/Kit Stephenson
+44 (0)207 050 6500
+1 416 869 7224
Chairman and Interim CEO
+353 (0)1 234 0400
Group CFO and Group Head of Operations
+353 (0)1 234 0400
Deloitte Corporate Finance (Financial Adviser to CryptoLogic
+44 (0)207 936 3000
+44 (0)207 936 3000
Luther Pendragon (PR adviser to CryptoLogic):
+44 (0)20 7618 9100
+44 (0)20 7618 9100
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