Press release from Marketwire
Recommended Cash Offer for CryptoLogic Limited by Amaya Gaming Group Inc.
Changes in Management and Boards of CryptoLogic and Delisting
Tuesday, April 03, 2012
Recommended Cash Offer for CryptoLogic Limited by Amaya Gaming Group Inc.09:31 EDT Tuesday, April 03, 2012MONTREAL, QUEBEC--(Marketwire - April 3, 2012) -NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. SummaryAmaya Gaming Group Inc. ("Amaya") (TSX VENTURE:AYA) announces that following its acquisition of 80.79 per cent. of the issued share capital of CryptoLogic Limited ("CryptoLogic"), changes to the management and to the board of directors of CryptoLogic and CryptoLogic Exchange Corporation ("CEC") have been made. In addition, Amaya has requested CryptoLogic that it submits applications to the authorities for the delisting of its shares on the London Stock Exchange, NASDAQ and the Toronto Stock Exchange. Further detail can be found below. Capitalised terms used and not defined in this Announcement have the same meanings given to them in the Offer Document dated 17 February 2012 and published on 21 February 2012 (the "Offer Document").Changes in Management and Boards of CryptoLogicThe changes to management and to the board of directors of CryptoLogic and CEC are as follows: David Gavagan has stepped down as Chairman and Interim Chief Executive Officer of CryptoLogic. David Baazov, currently President, Chief Executive Officer, Secretary, Treasurer and Director of Amaya, will assume the role of Chief Executive Officer of CryptoLogic.Huw Spiers has stepped down as Group Head of Operations and Chief Financial Officer of CryptoLogic. Daniel Sebag, currently Chief Financial Officer and Director of Amaya, will assume the role of Chief Financial Officer of CryptoLogic. CryptoLogic also announces that Simon Creedy Smith and James Wallace have offered their resignations to the board of directors. These have been accepted with immediate effect. The remaining two non-executive Directors, Thomas Byrne and David Gavagan, will continue as members of the board of directors. Two additional Directors, David Baazov, as an executive director, and Divyesh Gadhia, as a non-executive director, have been named as new Directors of CryptoLogic.CEC announces that David Gavagan, Huw Spiers and Nick Catros have offered their resignations to the board of directors. These have been accepted with immediate effect. David Baazov, Daniel Sebag and Divyesh Gadhia have been named as new Directors of CEC. Divyesh Gadhia is currently a Director of Amaya.DelistingCryptoLogic announces that, as requested by Amaya, it intends to apply to the UK Listing Authority for the cancellation of listing of CryptoLogic Shares on the Official List, and to the London Stock Exchange for the cancellation of admission to trading of CryptoLogic Shares on its main market for listed securities. The cancellation of listing and admission to trading is expected to take effect no earlier than 8.00 a.m. on 3 May 2012, being 20 clear business days from 2 April 2012. As previously stated in the Offer Document, subject to applicable requirements, Amaya also intends to procure that CryptoLogic applies to the TSX for the delisting of the CryptoLogic Shares on such exchange and the SEC for the delisting of the CryptoLogic Shares from NASDAQ. CEC will also submit an application to the authorities for the delisting of its shares from the Toronto Stock Exchange.CryptoLogic Shareholders should note that such cancellations will reduce significantly the liquidity and marketability of CryptoLogic Shares which have not been acquired by Amaya under the Offer. Once cancellation has taken effect, CryptoLogic Shareholders will no longer be able to effect transactions in CryptoLogic Shares on market at the market price.Amaya has announced that the Offer will remain open for acceptance until 3.00 p.m. London time (10.00 a.m. Toronto time) on 18 April 2012, unless otherwise extended.Any CryptoLogic Shareholders who wish to accept the Offer (and have not yet done so) are urged to take action in accordance with the instructions set out in the Offer Document and, in the case of CryptoLogic Shares held in certificated form, the Form of Acceptance as soon as possible.If you require assistance or have any questions about procedures for acceptance of the Offer, please contact Boudicca Proxy Consultants, the Information Agent for the Offer, on:USA/Canada Toll-Free: 1-800-965-5871 UK Freephone: 0808-189-0978 Rest of the world (charged at national rates): +44 203 051 4260 Banks and Brokers may call +1(212) 252-2119 for information or assistance.The helplines will be available between 9.00 a.m. and 1.00 a.m. (London Time), 4.00 a.m. to 8.00 p.m. (Toronto time), Monday to Friday.Alternatively, you may email your enquiries to firstname.lastname@example.org. Please note that the Information Agent cannot provide any financial, legal or tax advice or advice on the merits of the Offer.Important NoticeThis Announcement is for information purposes only and is not intended to and does not constitute, or form any part of, an offer to sell or an invitation to subscribe for or purchase any securities or the solicitation of an offer to purchase or subscribe for any securities in any jurisdiction pursuant to the Offer or otherwise. Any response in relation to the Offer should be made only on the basis of the information contained in the Offer Document (which contains the full terms and conditions of the Offer including details on how to accept the Offer) and, in the case of CryptoLogic Shares held in certificated form, the Form of Acceptance or any other document by which the Offer is made. Overseas JurisdictionsUnless otherwise determined by Amaya or required by the Code, and permitted by applicable law and regulation, the Offer is not being, and will not be, made available, directly or indirectly, in, into or by use of the mails of, or by any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national securities exchange of any Restricted Jurisdiction.Accordingly, copies of this Announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent, in whole or in part, in, into or from any Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement and all documents relating to the Offer (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so may violate the laws in that jurisdiction. The availability of the Offer to CryptoLogic Shareholders who are not resident in the United Kingdom, Guernsey, Canada or the United States may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom, Guernsey, Canada or the United States should inform themselves of, and observe, any applicable requirements.Dealing Disclosure RequirementsUnder Rule 8.3(a) of the Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm on the 10th Business Day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm on the Business Day following the date of the relevant dealing. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.Notice to US InvestorsThis Announcement is for informational purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Offer or otherwise. This Announcement also does not constitute a Solicitation/ Recommendation Statement under the rules and regulations of the SEC. The Offer is being made solely by means of an Offer Document, the Form of Acceptance accompanying the Offer Document and any other documents required by applicable law, which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. In the United States, Amaya has filed with the SEC a Tender Offer Statement on Schedule TO containing the Offer Document and other related documentation and CryptoLogic has filed with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9. Free copies of the Schedule TO, the Schedule 14D-9 and the other related documents filed by Amaya or CryptoLogic in connection with this Offer are available on the SEC's website at http://www.sec.gov. The Offer Document, Form of Acceptance accompanying the Offer Document and any other documents required by applicable law will be made available to all CryptoLogic Shareholders, Exchangeable Shareholders and CryptoLogic Option Holders at no charge to them. CryptoLogic Shareholders are advised to read the Offer Document and the accompanying Form of Acceptance because they contain important information. CryptoLogic Shareholders in the United States are also advised to read the Tender Offer Statement and the Solicitation/Recommendation Statement because they contain important information.Publication on websites A copy of this Announcement will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Amaya's website at www.amayagaming.com/cryptologic and on CryptoLogic's website at http://offer.cryptologic.com by no later than 12.00 noon London time (7.00 a.m. Toronto time) on 4 April 2012. For the avoidance of doubt, neither the content of the websites referred to in this Announcement nor the content of any website accessible from hyperlinks on such websites is incorporated into or forms part of this Announcement. FOR FURTHER INFORMATION PLEASE CONTACT: David Baazov, President and CEOAmaya:Daniel Sebag, CFO+1 514 744 3122www.amayagaming.comORSimon Bridges/Kit StephensonCanaccord Genuity (Financial Adviser to Amaya):+44 (0)207 050 6500Neil Johnson+1 416 869 7224ORDavid Baazov, CEOCryptoLogic:Daniel Sebag, CFO+1 514 744 3122www.cryptologic.comOR(Financial Adviser to CryptoLogic):Deloitte Corporate FinanceJonathan HintonDavid Smith+44 (0)207 936 3000ORNeil ThaparLuther Pendragon (PR adviser to CryptoLogic):Alexis Gore+44 (0)20 7618 9100Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.