Transactions & Cases Detail



Transaction/Case Details

Amaya Gaming Group completes US$35.8 million acquisition of Cryptologic

DATE CLOSED

July 31, 2012

BUSINESS SECTOR

Technology

LEAD OFFICE

Québec

VALUE

35.8 Million USD


OVERVIEW

On February 2, 2012, the boards of Amaya Gaming Group Inc. (“Amaya”) and CryptoLogic Limited (“CryptoLogic”) announced the terms of a recommended cash offer (the “Offer”) to be made by Amaya to acquire the entire issued and to be issued ordinary share capital of CryptoLogic (“CryptoLogic Shares”) that were not already owned by Amaya, at a price of US$2.535 per CryptoLogic Share valuing CryptoLogic at approximately US$35,817,144. On June 26, 2012, Amaya announced that the Offer, as extended on March 29, 2012, April 18, 2012, May 2, 2012, May 16, 2012 and May 30, 2012, was not being extended again and was closed and no longer open for acceptances.

On June 28, 2012, Amaya sent, to all shareholders who had not accepted the Offer, a notice pursuant to section 337(1) of Part XVIII of the Companies (Guernsey) Law, 2008 (as amended) (the “Companies Law (Guernsey)”) of its desire to acquire the CryptoLogic Shares not acquired pursuant to the Offer (the “Remaining Shares”) in accordance with the provisions of Part XVIII of the Companies Law (Guernsey) (the “Compulsory Acquisition”). As at 2.00 p.m. London time (9.00 a.m. Toronto time) on July 30, 2012, Amaya has acquired, through the Compulsory Acquisition, a total of 1,223,882 CryptoLogic Shares representing approximately 8.85% per cent. of the issued share capital of CryptoLogic and 9.52% of CryptoLogic Shares to which the Offer relates. Remaining Shares acquired pursuant to the Compulsory Acquisition were acquired upon the same terms as CryptoLogic Shares acquired by Amaya pursuant to the Offer.

Following the Compulsory Acquisition, Amaya now has control of 13,826,551 CryptoLogic Shares representing 100% of the issued share capital of CryptoLogic.

Amaya, headquartered in Pointe-Claire, Québec, is a provider of a full suite of gaming products and services including casino, poker, sportsbook, platform, lotteries and slot machines

McCarthy Tétrault LLP represented Amaya, the acquiror, with a team led by Philippe Leclerc.

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