/NOT FOR DISSEMINATION IN THE UNITED STATES OR TO U.S. NEWSWIRE SERVICES/
MONTREAL, July 7, 2014 /CNW/ -
The proceeds of the Subscription Receipt Offering, less 50% of the commission payable to the Underwriters (as defined below) and 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.
The Subscription Receipt Offering was underwritten by a syndicate led by Canaccord Genuity Corp., Cormark Securities Inc. and Desjardins Capital Markets (collectively, the "Lead Underwriters"), and including Clarus Securities Inc. (together with the Lead Underwriters, the "Underwriters"). 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.
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