Management Share Purchases and Certain Clarifications
MONTREAL, Nov. 19, 2015 – Amaya Inc. (NASDAQ: AYA; TSX: AYA) (“Amaya” or the “Corporation”) today announced that certain senior management, including its Chairman and Chief Executive Officer, have purchased an aggregate of 157,460 common shares of Amaya (“Common Shares”) on the open market between November 12, 2015 and November 18, 2015 for a total purchase price of approximately $3.3 million. The Corporation also provided clarification regarding the filing of the Corporation’s Shelf (defined below) and certain related matters. Unless otherwise noted, all “$” amounts contained herein are in Canadian dollars.
Management Share Purchases
Amaya’s Chairman and Chief Executive Officer, David Baazov, acquired 110,000 Common Shares on the open market for an aggregate purchase price of approximately $2.3 million, while Marlon Goldstein, Executive Vice President, Corporate Development and General Counsel, and Rafi Ashkenazi, Chief Executive Officer of the PokerStars and Full Tilt businesses (the “B2C Business”), notified the Corporation of their purchase of an aggregate 47,460 Common Shares on the open market for an aggregate purchase price of approximately $1 million.
Shelf and Related Matters
Amaya provided further clarification on its recently filed preliminary short form base shelf prospectus (the “Base Shelf”) and corresponding shelf registration statement on Form F-10 (the “F-10″ and together with the Base Shelf, the “Shelf”).
The filing of the Shelf fulfills Amaya’s contractual obligations to two major shareholders under certain registration rights agreements (filed on SEDAR at www.sedar.com in August 2014 and as exhibits to Amaya’s Form 40-F registration statement filed on EDGAR at www.sec.gov in May 2015) entered into in connection with the acquisition of the B2C Business. Amaya filed the Shelf on November 10, 2015 after becoming a U.S. reporting company listed on the Nasdaq Global Select Market and after completing the necessary internal and external preparation required by the relevant securities authorities to file the same. Amaya has no current immediate intention to undertake an offering, whether of debt or equity, and has not to date received any notice under the applicable registration rights agreements that either shareholder currently intends to undertake a secondary offering under either the Base Shelf or F-10.
The Corporation also does not currently anticipate the need to offer and sell equity to meet its obligations related to either the deferred purchase price payment due to the sellers of the B2C Business or the debt incurred to partially finance the acquisition of the B2C Business. As it relates to certain provisions of the credit agreements governing such debt, Amaya further clarifies that it (including its subsidiary borrowers) is not currently subject to any maintenance covenants which would require it to maintain a specific leverage ratio for a particular period of time.
Amaya has uploaded an updated investor presentation to its investor relations website atwww.amaya.com/investors. In addition to press releases, securities filings and public conference calls and webcasts, Amaya intends to use its investor relations website as a means of disclosing material information to its investors and others and for complying with its disclosure obligations under applicable securities laws. Accordingly, investors and others should monitor the website in addition to following Amaya’s press releases, securities filings and public conference calls and webcasts. This list may be updated from time to time.
Amaya is a leading provider of technology-based solutions, products and services in the global gaming and interactive entertainment industries. Amaya owns gaming and related consumer businesses and brands including PokerStars, Full Tilt, StarsDraft, the European Poker Tour, PokerStars Caribbean Adventure, Latin American Poker Tour and the Asia Pacific Poker Tour. These brands have more than 97 million cumulative registered customers globally and collectively form the largest poker business in the world, comprising online poker games and tournaments, live poker competitions, branded poker rooms in popular casinos in major cities around the world, and poker programming created for television and online audiences. Amaya, through certain of these brands, also offers non-poker gaming products, including casino, sportsbook and daily fantasy sports. Amaya has various gaming and gaming-related licenses or approvals throughout the world, including from the United Kingdom, Italy,France, Spain, Estonia, Belgium,Denmark, Bulgaria, Greece, Ireland, Romania, the Isle of Man, Malta, the State of Schleswig-Holstein in Germany, the Province of Quebec in Canada, and the State of New Jersey in the United States.
The Base Shelf and F-10 filed with the U.S. Securities and Exchange Commission and Canadian authorities, as applicable, have not yet become final or effective. No securities may be sold, nor may offers to buy be accepted, prior to the time the Base Shelf and F-10 become final and effective. This news release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of securities in any jurisdiction in which an offer, solicitation or sale would be unlawful prior to registration or qualifications under the securities laws of any such jurisdiction. A copy of the Base Shelf and F-10 are available on SEDAR at www.sedar.com and EDGAR at www.sec.gov, respectively.
Cautionary Note Regarding Forward Looking Statements
This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and applicable securities laws, including, without limitation, certain financial expectations and projections. Forward-looking statements can, but may not always, be identified by the use of words such as “anticipate”, “plan”, “continue”, “estimate”, “expect”, “may”, “will”, “project”, “predict”, “potential”, “targeting”, “intend”, “could”, “might”, “would”, “should”, “believe”, “objective”, “ongoing” and similar references to future periods or the negatives of these words and expressions. These statements, other than statements of historical fact, are based on management’s current expectations and are subject to a number of risks, uncertainties, and assumptions, including market and economic conditions, business prospects or opportunities, future plans and strategies, projections, technological developments, anticipated events and trends and regulatory changes that affect us, our customers and our industries. Although the Corporation and management believe the expectations reflected in such forward-looking statements are reasonable and are based on reasonable assumptions and estimates, there can be no assurance that these assumptions or estimates are accurate or that any of these expectations will prove accurate. Forward-looking statements are inherently subject to significant business, economic and competitive risks, uncertainties and contingencies that could cause actual events to differ materially from those expressed or implied in such statements. Such risks and uncertainties include those identified under the heading “Risk Factors and Uncertainties” in Amaya’s Annual Information Form for the year ended December 31, 2014 and in its Management’s Discussion and Analysis for the period ended September 30, 2015, each available on SEDAR at www.sedar.com, EDGAR at www.sec.gov and Amaya’s website atwww.amaya.com, and in other filings that Amaya has made and may make with applicable securities authorities in the future. Investors are cautioned not to put undue reliance on forward-looking statements. Any forward-looking statement speaks only as of the date hereof, and the Corporation undertakes no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law.
For further information:
For investor relations, please contact: Tim Foran, Tel: +1.416.545.1325, firstname.lastname@example.org;
For media inquiries, please contact: Eric Hollreiser, Press@amaya.com