Proposed Sale of Business-to-Consumer Assets
AUMENTO CAPITAL II CORPORATION ANNOUNCES PROPOSED TRANSACTION WITH GOLDSTAR ACQUISITIONCO INC. AND A SUBSIDIARY OF AMAYA GAMING GROUP INC.
TORONTO, Canada, October 21, 2013 –– Aumento Capital II Corporation (“Aumento”) (TSX.V: AQT.P), a Capital Pool Company, is pleased to announce that it has entered into a letter of intent with Goldstar Acquisitionco Inc. (“Goldstar”) to complete a business combination (the “Amalgamation”) whereby all of the issued and outstanding securities of Goldstar will be exchanged for securities of Aumento. The Amalgamation is intended to constitute the “Qualifying Transaction” of Aumento, as such term is defined in Policy 2.4 of the Corporate Finance Manual of the TSX Venture Exchange (the “TSXV”).
Immediately preceding the Amalgamation, Goldstar, pursuant to the terms of a share purchase agreement dated October 18, 2013 (the “Share Purchase” and, together with the Amalgamation, the “Transactions”), intends to complete the purchase from a subsidiary of Amaya Gaming Group Inc. (“Amaya”), (TSX: AYA), an entertainment solutions provider for the regulated gaming industry, of all of the outstanding shares of online casino operator WagerLogic Malta Holdings Ltd. (“WagerLogic”) for cash consideration of $70 million. Closing of the purchase (“Closing”) is anticipated on or about December 31, 2013. The Share Purchase 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 Goldstar cash consideration if certain revenue targets, approximately in line with recent audited revenues, are not achieved. Following Closing, subsidiaries of Amaya would continue to supply WagerLogic with software, services and content to power its online casino operations, pursuant to a services agreement.
“The proposed sale of these business-to-consumer assets is consistent with our strategy of focusing primarily on being a single source business-to-business supplier of diversified gaming solutions to gaming operators,” said David Baazov, CEO of Amaya Gaming Group Inc. “We anticipate this divestiture will allow us to expand our existing relationships and cultivate new ones with online gaming operators.”
Heenan Blaikie LLP served as Canadian counsel to Amaya and its subsidiaries and Chitiz Pathak LLP advised Goldstar in connection with the Share Purchase.
Goldstar intends to fund the purchase of WagerLogic from the proceeds of a private placement (see Concurrent Financing below), which is expected to generate gross proceeds of approximately $80 million. All of the foregoing transactions will collectively be referred to herein as the “Aumento Qualifying Transaction”.
Contemporaneous with completion of the Aumento Qualifying Transaction, Aumento will seek a listing on the Toronto Stock Exchange (the “TSX”).
About Goldstar and WagerLogic
Goldstar was incorporated under the Business Corporations Act (Ontario) on September 9, 2013. Goldstar was incorporated for the purpose of acquiring all of the outstanding shares of WagerLogic. Goldstar’s head office is located in Toronto, Ontario.
WagerLogic offers more than 150 casino titles in three currencies and nine languages and has a customer database of over one million registered players through its online casino websites (the “Business”).
WagerLogic was incorporated under the laws of Malta on August 2, 2006. WagerLogic owns two wholly-owned subsidiaries, CryptoLogic Operations Limited (Malta) and WagerLogic Alderney Limited. The head offices of WagerLogic and its subsidiaries are located in Malta and Guernsey.
WagerLogic is an indirect subsidiary of Amaya, a company listed on the TSX. WagerLogic was acquired by Amaya in April, 2012 when it acquired WagerLogic’s parent company, CryptoLogic Limited (“CryptoLogic”). CryptoLogic had acquired the Business from the OIGE Group, its then largest and longest-standing licensee for its Hosted Casino business.
WagerLogic’s Business had revenue for the year ending December 31, 2012 and 2011 of US$17,203,912 and US$26,171,825, and net income of US$5,824,900 and US$13,441,839, respectively (all December 31, 2012 and 2011 numbers are audited). As of June 30, 2013, the Business had total assets of US$3,325,749 and total liabilities of US$2,095,842 (unaudited). Revenues and net income for the six months ended June 30, 2013 are US$6,010,200 and US$2,272,115 (unaudited), respectively.
The Aumento Qualifying Transaction
Subject to regulatory approval, Aumento will acquire all of the currently issued and outstanding common shares of Goldstar. The purchase price (the “Purchase Price”) payable by Aumento for Goldstar shall be an amount equal to the number of Goldstar common shares issued and outstanding at closing multiplied by the issue price (the “Issue Price”) per common share pursuant to the Concurrent Financing (see below). Aumento shall satisfy the Purchase Price by the issuance of a number of Aumento common shares equal to the Purchase Price divided by the Issue Price. Immediately prior to or concurrently with the closing of the Amalgamation, Aumento shall complete a share consolidation based on a valuation of Aumento of $856,000. The Aumento common shares shall be consolidated into a number of new common shares equal to $856,000/Issue Price.
Canaccord Genuity Corp. (the “Agent”) will act as sole bookrunner and lead agent in a private placement of Goldstar which is expected to generate gross proceeds of approximately $80 million (the “Concurrent Financing”). The Agent will be paid a cash commission of 5.5% of the gross proceeds. The net proceeds from the Concurrent Financing will be used to fund the purchase of WagerLogic and for working capital purposes.
It is currently anticipated that the board of directors of the resulting issuer will consist of seven directors, to be made up of five nominees of Goldstar, and two nominees of Aumento. Management of the Corporation will include John FitzGerald as Chief Executive Officer and President and Keith Laslop as Chief Financial Officer.
John FitzGerald is the current Chief Executive Officer and President of Goldstar and is also currently the Chief Executive and Director of the Interactive Gaming Council (IGC), a non-profit trade association that serves as a collective voice for the international interactive gaming industry. In early 2000, Mr. FitzGerald held the role of General Counsel for CryptoLogic Inc. and was responsible for corporate governance and compliance. CryptoLogic Inc. was listed on the TSX, NASDAQ and the main board of the London Stock Exchange. After leaving CryptoLogic Inc., Mr. FitzGerald continued to play a key role in a number of initiatives relating to the online gaming industry, including co-founding: Ethoca, which provides a secure network for card issuers and merchants to connect to stop online fraud; and Virgin Gaming, which acts as a social gaming community, providing an online service that facilitates tournaments, leagues and ladders for the Xbox 360® and PlayStation®3 video game consoles. Mr. FitzGerald attended the University of Toronto in the Economics program and earned an LL.B from the University of Western Ontario.
Keith Laslop, the current Chief Financial Officer of Goldstar, will act as Chief Financial Officer of the resulting issuer. Mr. Laslop currently serves as principal of Newcourt Capital, a boutique private equity group. From 2004 to 2008, Mr. Laslop served as the President of Prolexic Technologies, Inc., the world’s largest, most trusted Distributed Denial of Service (DDoS) mitigation provider. Mr. Laslop was responsible for the performance of the company, ultimately securing a high realization multiple for all investors. From 2001 to 2004, he served as the Chief Financial Officer and Business Development Director of Elixir Studios Ltd., a London-based video gaming software developer. Prior to Elixir, Mr. Laslop served in various corporate development, mergers and acquisitions, and gaming consultant roles in London, England and Toronto, Canada. Mr. Laslop is a Chartered Accountant and holds the Chartered Financial Analyst (CFA) accreditation.
Updates in respect of the management and board of directors of the resulting issuer will be provided to the market as they may be determined by the parties.
The material conditions required to be fulfilled by the parties prior to closing of the Transactions include the following: (i) closing of the Concurrent Financing; (ii) consolidation of Aumento’s shares; (iii) receiving all necessary regulatory and third party approvals and authorizations; (iv) approval by each of the board of directors of Aumento, Amaya, Goldstar and WagerLogic; (v) confirmation of no material adverse change having occurred to either entity prior to close; (vi) the completion of a definitive agreement setting forth the terms and conditions for the Amalgamation; (vii) the completion of due diligence satisfactory to each party; and (viii) the completion of a sponsorship report satisfactory to the TSXV and TSX (or waiver by the TSXV and TSX of that requirement).
It is intended that the resulting issuer will be listed on the TSX. The parties will be seeking a waiver of any requirement for a Sponsor, but in the event a waiver is not available, will seek a sponsorship relationship for this transaction with an TSX and TSXV member firm, and will update the markets accordingly. The proposed Qualifying Transaction will constitute an arm’s length transaction, and as such, will not require approval by the shareholders of Aumento.
For further information about Aumento, please contact David Danziger, CEO, at (416) 641-4940 or by email at firstname.lastname@example.org. For further information about Amaya, please contact
Tim Foran, Investor Relations, at +1-416815-0700, ext. 251. For further information about Goldstar, please contact Keith Laslop, CFO at +44 208 123 5558 or by email at email@example.com.
ABOUT AMAYA GAMING GROUP INC.
Amaya provides a full suite of gaming products and services including casino, poker, sportsbook, platform, lotteries and slot machines. Some of the world’s largest gaming operators and casinos are powered by Amaya’s online, mobile, and land-based products. Amaya is present in all major gaming markets in the world with offices in North America, Latin America and Europe. Amaya recently acquired Cryptologic, a pioneer within online casino, Ongame, a leader within online poker, and Cadillac Jack, a successful slot machine manufacturer. For more information please visit www.amayagaming.com.
Completion of the Transactions is subject to a number of conditions, including but not limited to, TSX Venture Exchange acceptance. There can be no assurance that the Transactions will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transactions, any information released or received with respect to the Transactions may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed judgement upon the merits of the proposed Transactions and has neither approved nor disapproved the contents of this press release.
Certain statements included herein, including those that express expectations or estimates by Amaya of its future performance constitute “forward-looking statements” within the meaning of applicable securities laws. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by Amaya at this time, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Investors are cautioned not to put undue reliance on forward looking statements. Except as required by law, Amaya does not intend, and undertakes no obligation, to update any forward-looking statements to reflect, in particular, new information or future events.