MONTREAL, March 2, 2016 /CNW/ - The Special Committee of
independent directors of Amaya Inc. (NASDAQ: AYA; TSX: AYA) today
provided the following update on the steps it is taking to conduct
an independent review of alternatives in light of Amaya's Chairman
and Chief Executive Officer, David
Baazov, having advised the Board of Directors of Amaya that
he and a group acting with him intend to make an offer to acquire
Amaya. To date, Amaya has not received an offer from Mr.
Baazov or otherwise.
The Board established the Special Committee after Mr. Baazov
notified the Board on January 31,
2016 of his intention to make a proposal to acquire Amaya
for C$21 per common share in cash. As
previously disclosed, the Special Committee has appointed Barclays
Capital Canada Inc. to act as financial advisor to the Special
Committee under a broad mandate to assist in considering any
proposal that may be forthcoming, as well as other alternatives
that may become available to Amaya. In addition, the Special
Committee has:
- Engaged Moelis & Company LLC to provide an independent
valuation of Amaya's securities in connection with any offer that
may be made by Mr. Baazov. Any such independent valuation will
involve financial analysis of Amaya by Moelis & Company,
including analysis of management's forecast of Amaya's financial
performance.
- Engaged with Mr. Baazov in settling the terms under which
confidential information regarding Amaya would be made available to
Mr. Baazov's group for the purposes of evaluating and possibly
making an offer.
- Implemented processes and restrictions and established
guidelines regarding the ongoing management of Amaya in the context
of a potential offer for Amaya by a group led by Mr. Baazov.
These guidelines relate to, among other things, the treatment of
confidential information, transactions outside of the ordinary
course of business, and communication with employees and external
parties.
- Determined, in consultation with the Audit Committee of the
Board of Directors, that in view of the potential offer that may be
forthcoming from Mr. Baazov, and the fact that the Special
Committee's financial advisor and the independent valuator have
commenced their review process, Amaya will not be providing
guidance with respect to its 2016 financial performance in
conjunction with the release of its financial results for the
fourth quarter and year ended December 31,
2015.
Amaya also announced plans to release its financial results for
the fourth quarter and year ended December
31, 2015 after the close of trading on Monday, March 14, 2016 and to host a conference
call to discuss these results at 5:30 p.m.
ET on the same day. To access via tele-conference,
please dial +1.888.231.8191 or +1.647.427.7450 ten minutes prior to
the scheduled start of the call. The playback will be made
available two hours after the event at +1.855.859.2056 or
+1.416.849.0833. The Conference ID number is 63936885. To access
the webcast please use the following link:
http://event.on24.com/r.htm?e=1151131&s=1&k=C9A9A9C795D496EC8426E71A678B3E52
There can be no assurance that Mr. Baazov's group will make an
offer or that any such offer will ultimately result in a completed
transaction. Shareholders of Amaya do not need to take any
action with respect to any potential proposal at this time.
Amaya intends to provide updates if and when necessary in
accordance with applicable securities laws.
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 and
certain potential future transactions. 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, 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 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.