02:02:01 EDT Fri 29 Mar 2024
Enter Symbol
or Name
USA
CA



Amaya Gaming Group Inc
Symbol AYA
Shares Issued 94,078,047
Close 2014-02-10 C$ 8.60
Market Cap C$ 809,071,204
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Amaya Gaming unit closes $70-million sale of WagerLogic

2014-02-11 14:27 ET - News Release

Mr. Tim Foran reports

AMAYA ANNOUNCES CLOSURE OF SALE OF WAGERLOGIC

One of Amaya Gaming Group Inc.'s subsidiaries, pursuant to a share purchase agreement dated Nov. 27, 2013, has completed the previously announced sale to Goldstar Acquisitionco Inc. of all of the issued and outstanding shares of WagerLogic Malta Holdings Ltd. for $70-million, less a closing working capital adjustment of $7.5-million, satisfied through cash consideration of $52.5-million and a vendor takeback in the form of a promissory note of $10-million, bearing interest at 6 per cent per annum, payable semi-annually in arrears starting in the second year following the closing date and due on the fourth anniversary of the closing date. The purchase price is subject to customary postclosing adjustments.

WagerLogic, through a subsidiary, is an on-line casino operator through its Inter brand, consisting of InterCasino, InterPoker and InterBingo, amongst other on-line name. Revenue and net income of the InterCasino business were $8-million (U.S.) and $1.8-million (U.S.) respectively for the nine-month period ended Sept. 30, 2013. Revenue and net income for the full-year 2012 were $17.2-million (U.S.) and $5.8-million (U.S.) respectively.

Subsidiaries of Amaya will continue to supply WagerLogic with software, services and content to power the InterCasino business pursuant to a services agreement.

The share purchase agreement includes an earn-out agreement, pursuant to which the vendor thereunder may receive additional cash consideration payable on the second and third anniversary date from closing based on the achievement of certain revenue targets, as well as a minimum revenue guarantee agreement pursuant to which the vendor, in the first two years following the closing, may pay cash consideration if certain revenue targets are not achieved by the InterCasino business.

Osler, Hoskin & Harcourt LLP served as Canadian counsel to Amaya and its subsidiaries, and Chitiz Pathak LLP advised Goldstar in connection with the transaction.

We seek Safe Harbor.

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