Stockwatch

Evergreen Gaming Corp
Symbol	TNA
Shares Issued	124,716,865
Close 2022-11-30	C$ 0.75
Recent Sedar Documents

Evergreen suitor Maverick matches TIL offer

2022-11-30 18:09 ET - News Release

venexlaw.com Subject: Evergreen news Word Document File: '\\office\emailin\20221130 143850 Attachment nr113022.docx' CONTACT Steven Michels Chairman Phone: (206) 258-3250 http://www.evergreengaming.com 158200 Tacoma Mall Blvd Lakewood, WA 98499 Richmond BC V7A 5J9 PRESS RELEASE TSX (V): TNA Lakewood, Washington November 30, 2022 EVERGREEN GAMING CORPORATION ANNOUNCES AMENDMENT TO ARRANGEMENT AGREEMENT WITH MAVERICK GAMING LLC Evergreen Gaming Corporation (the "Company") announces that it has entered into an amending agreement dated November 30, 2022 (the "Amending Agreement") to the previously announced Arrangement Agreement between the Company, Maverick Gaming LLC ("Maverick"), Maverick Acquisition Canada ULC ("Acquisitionco") and Len Libin in his capacity as shareholder representative, dated September 8, 2022 (the "Maverick Agreement"). Under the Maverick Agreement as amended by the Amending Agreement (the "Amended Arrangement Agreement"), Acquisitionco will acquire all of the outstanding common shares of Evergreen (collectively the "Shares" and individually a "Share") at a price of US$0.605 per Share, subject to adjustment as set out hereafter, by way of a statutory plan of arrangement under section 288 of the Business Corporations Act (British Columbia). The Company's entry into the Amending Agreement follows upon the determination by the Company's Board of Directors (the "Board"), announced November 23, 2022, that an unsolicited non-binding proposal from TIL Gaming, LLC ("TIL") for the acquisition of all of the issued and outstanding common shares of the Company not already owned by TIL, its affiliates or the Company (the "TIL Offer") constituted a "Superior Proposal" as that term is defined in the Maverick Agreement. At a meeting of the Board held today, the Board determined that the Amending Agreement results in the TIL Offer ceasing to be a "Superior Proposal". The Amending Agreement will be filed on SEDAR. Under the Amended Arrangement Agreement, Maverick has not only matched the US$0.605 price per Share offered under the TIL Offer, subject to adjustment, but has also matched the provisions of the TIL Offer relating to Closing Cash (as defined in the Maverick Agreement), including lowering the threshold of the Closing Cash condition precedent from US$28,000,000 to US$25,000,000 and lowering the price adjustment threshold from US$26,000,000 to US$23,000,000, as more particularly described hereafter. In all other material respects, the transaction contemplated in the Amended Arrangement Agreement is the same as the transaction contemplated in the Maverick Agreement, as described in the Notice of Special Meeting of Shareholders and Management Proxy Circular of the Company dated October 21, 2022 (the "Circular"). Under the price adjustment provisions of the Amended Arrangement Agreement: If Closing Cash is less than US$17,600,000 and Maverick, in its sole discretion, waives its termination rights under Amended Arrangement Agreement, the "Aggregate Effective Time Consideration" (and the Consideration payable at closing in respect of common Shares acquired under the "Initial Purchase Agreement" (as defined in the Amended Arrangement Agreement and Circular)) will be reduced by US$5,400,000 in the aggregate, and the amount of the consideration payable per Share at the "Effective Time" (as defined in the Circular) will be adjusted accordingly; and If the Closing Cash is less than US$23,000,000 and more than US$17,600,000, and Maverick, in its sole discretion, waives its termination rights under the Maverick Agreement, the Aggregate Effective Time Consideration (and the consideration payable at closing in respect of common shares acquired under the Initial Purchase Agreement) will be reduced by the aggregate amount that is equal to the difference between (i) US$23,000,000 and (ii) the amount of the Closing Cash (the "Effective Time Consideration Reduction Amount") and the amount of the consideration payable per Share at the Effective Time will be adjusted accordingly. It continues to be the case that, if the consideration is reduced pursuant to (a) or (b) above, and, if, following the Effective Date, the Company receives "ERC Claims" (as defined in the Circular) recovered by the Company and its affiliates as contemplated under the Maverick Agreement, the consideration (and the consideration payable in respect of common shares acquired under the Initial Purchase Agreement) will be increased by an amount equal to the lesser of (i) the amount of all ERC Claims recovered by the Company and its affiliates as contemplated under the Maverick Agreement after the Effective Date, and (ii) the Effective Time Consideration Reduction Amount. Updated Notice of Special Meeting Shareholders are reminded that a Special Meeting of Company shareholders, originally scheduled for November 24, 2022, and postponed, is scheduled for December 8, 2022, to consider, and if thought fit, to approve the Arrangement Resolution, as defined in the Amended Arrangement Agreement, with respect to the Arrangement under section 288 of the Business Corporations Act (British Columbia) contemplated in the Amended Arrangement Agreement. In that regard, the Board reaffirms the Company Board Recommendation, and unanimously recommends that shareholders vote in favour of the Arrangement Resolution. The Meeting will be held at 2:00 p.m. local time at the offices of Miller Titerle Law Corporation, 300-638 Smithe Street, Vancouver, British Columbia V6B 1E3. The record date for the determination of shareholders entitled to receive notice of and vote at the Meeting, and any adjournment or postponement of the Meeting, remains the close of business (Pacific Daylight Time) on October 21, 2022. Updated Notice of Hearing for Final Order Subject to the Company receiving the required shareholder approval of the Arrangement Resolution at the Meeting, the hearing in respect of the Final Order (as defined in the Circular) is now proposed to take place on Wednesday, December 14, 2022 in the Court at 800 Smithe Street, Vancouver, British Columbia, at 9:45 a.m. (Pacific Standard Time). Any shareholder of the Company or other person who wishes to appear, or to be represented, and to present evidence or arguments must serve and file a Response to Petition substantially in the form of Form 67 of the Rules of Court as set out in the Notice of Hearing of Petition for Final Order, a copy of which was attached as Appendix "E" to the Circular, together with any evidence or material on which such shareholder or interested party intends to rely at the hearing, as provided in the Interim Order, a copy of which was attached as Appendix "D" to the Circular and satisfy any other requirements of the Court, by or before 4:00 p.m. (Pacific Standard Time) on the date that is two business days prior to the date of the hearing of the application for the Final Order. About the Company The Company is in the business of overseeing the gaming operations of its principal U.S. subsidiary, Washington Gaming, Inc. ("WGI"). WGI, through its subsidiary corporations, operates four casinos in Washington State: the Riverside Casino in Tukwila, Goldies Casino in Shoreline and the Chips and Palace Casinos in Lakewood. The casinos are mini-casinos (or house-banked card rooms) which offer to persons of legal age a variety of card games of chance at which the player may win or lose money, a business commonly referred to as "gaming". WGI also operates bars and restaurants in each casino. About Maverick Maverick Gaming(TM) is a gaming company with over 3,000 dedicated team members. Maverick Gaming owns and operates a portfolio of 27 properties across Nevada, Washington, and Colorado with over 1,800 slot machines, 350 table games, 1,020 hotel rooms, and 30 restaurants. Maverick Gaming is a proud employer of Teamsters Local 117 workers at its Washington locations as part of its commitment to providing sustainable, family-wage jobs. Founded in 2017 by industry veterans Eric Persson and Justin Beltram, Maverick Gaming(TM) takes a bold approach to a classic pastime. With an all-star leadership team from some of the largest gaming brands spanning markets the world over, Maverick is dedicated to delivering the best possible gaming experiences for every kind of player. Created by gamblers, for gamblers. Forward Looking Statements Certain statements contained in this news release constitute forward-looking information. These statements relate to future events or future performance, including statements as to the likelihood and timing of completing the transaction contemplated under the Amended Arrangement Agreement, likelihood of receiving shareholder approval for such transaction, ability to receive regulatory, court and other required approvals of the transaction, and timing for holding the Special Meeting of shareholders. The use of any of the words "could", "anticipate", "intend", "expect", "believe", "will", "projected", "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Company's current belief or assumptions as to the outcome and timing of such future events. Whether actual results and developments will conform with the Company's expectations is subject to a number of risks and uncertainties. The forward-looking information contained in this release is made as of the date hereof and the Company is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein. 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.