MONTREAL, March 29, 2016 /CNW/ - Amaya Inc. (NASDAQ:
AYA; TSX: AYA) today announced that Chairman and Chief Executive
Officer, David Baazov, is taking an
indefinite paid leave of absence from the company, effective
yesterday. Mr. Baazov is taking this leave voluntarily to focus on
preparing an offer to acquire Amaya and to avoid a distraction for
the company while he responds to certain allegations made against
him by the Autorité des marchés financiers (AMF), the securities
regulatory authority in Quebec. Mr. Baazov will remain a
member of Amaya's board of directors.
The Board has appointed Divyesh (Dave)
Gadhia as Interim Chairman, and Rafi Ashkenazi as Interim
CEO. Mr. Gadhia has been an Amaya director since 2010, is the
Board's Lead Independent Director and is Chair of the Special
Committee of independent directors established on February 1, 2016 to consider any proposal that
may be made by Mr. Baazov, as well as other alternatives that may
become available to Amaya. Previously, Mr. Gadhia served as the
Chief Executive Officer and Executive Vice Chairman of Gateway
Casinos & Entertainment Limited from 1992 until 2010, where he
was responsible for strategic initiatives, regulatory matters and
governmental relations.
Mr. Ashkenazi is currently CEO of the Rational Group, Amaya's
operating business, which includes the PokerStars and Full Tilt
brands. Prior to becoming CEO of Rational Group in late-2015, Mr.
Ashkenazi, an experienced gaming industry executive, served as
Senior Vice President of Strategy for Amaya during 2015 and as
Chief Operating Officer of Rational Group from January 2013 until early 2015, responsible for
all customer-facing product and back-office functions for
PokerStars and Full Tilt, including marketing, customer support,
poker room management, IT management, payment processing and
security, and game integrity. Prior to joining the Rational Group,
Mr. Ashkenazi was Chief Operating Officer of Playtech, a global
gaming software company.
AMF Update
On March 23, 2016, Amaya announced
that the AMF had charged Mr. Baazov with aiding with trades while
in possession of privileged information, influencing or attempting
to influence the market price of securities of Amaya and
communicating privileged information.
Subsequent to that announcement, the Board became aware of a
decision of the Bureau de Decision et de Revision, the
administrative tribunal in Quebec
that hears certain AMF applications, which discloses additional AMF
investigations into the alleged conduct of Mr. Baazov and others
which are beyond the scope of the charges and of the internal
investigation referred to in Amaya's March
23rd announcement. While none of these allegations
have been proven, the Board takes them seriously and has expanded
the mandate of the Special Committee to investigate these
additional matters.
Special Committee Update
Mr. Baazov has recently advised Amaya that he continues to
intend to make an offer to acquire the company. Earlier this
month, Amaya entered into an agreement with Mr. Baazov setting out
the terms upon which he and his prospective co- investors and
financiers may have access to certain confidential information
about the company in connection with his intended offer. To date,
Amaya has not received an offer from Mr. Baazov.
As previously announced, the Special Committee has a broad
mandate to consider any proposal that may be made by Mr. Baazov, as
well as other alternatives that may become available to Amaya.
In this regard, the Special Committee had, prior to the
charges being brought by the AMF against Mr. Baazov, instructed its
financial advisor, Barclays Capital Canada Inc., to begin
contacting other parties who might be interested in a transaction
involving Amaya. The Special Committee is in the midst of
negotiating agreements with certain of these parties with respect
to the terms upon which they may have access to confidential
information regarding the company.
As previously announced, the Special Committee has also retained
Moelis & Company as a valuator to prepare a formal valuation of
Amaya's securities as required under applicable Canadian securities
laws in the event that Amaya enters into a sale transaction with
Mr. Baazov. Such valuation would be included in any
information circular distributed to shareholders in connection with
an offer, if any, from Mr. Baazov.
The Special Committee has not made a determination as to whether
a sale of Amaya is in the best interests of the company at this
time. The Special Committee will consider any offer made by Mr.
Baazov and any expressions of interests made by third parties if
and when any such offers or expressions of interest are made. The
Special Committee will also continue its review of alternatives
available to Amaya, including continuing to implement its current
business plan as a publicly-traded company.
Statement from Mr. Baazov
Mr Baazov provided the following statement: "As always, I
continue to be dedicated to doing the right thing for Amaya and all
its stakeholders. I believe that stepping down in the short term
will help to avoid distraction for the company and its management
while I vigorously contest all allegations made against me and
pursue my bid to acquire the company."
About Amaya
Amaya is a leading provider of technology-based products and
services in the global gaming and interactive entertainment
industries. Amaya owns gaming and related consumer businesses and
brands including PokerStars, Full Tilt, BetStars, StarsDraft, the
European Poker Tour, PokerStars Caribbean Adventure, Latin American
Poker Tour and the Asia Pacific Poker Tour. These brands have more
than 100 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 Provinces of Quebec and Ontario in Canada, and the State of New Jersey in the United States.
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, the
intentions of Amaya's Chief Executive Officer, certain potential
future transactions and certain expectations and projections
related to legal proceedings. Forward-looking statements
can, but may not always, be identified by the use of words such as
"anticipate", "propose", "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 and by the fact that
these statements do not relate strictly to historical or current
matters. 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 Amaya 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,
but are not limited to, those identified under the heading "Risk
Factors and Uncertainties" in Amaya's Annual Information Form
for the year ended December 31,
2015 and "Risk Factors and Uncertainties" and "Limitations
of Key Metrics and Other Data" in its Management's Discussion and
Analysis for the periods ended December 31,
2015, each available on SEDAR at www.sedar.com, EDGAR
at www.sec.gov and Amaya's website at www.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 Amaya 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.
SOURCE Amaya Inc.