MONTRÉAL, QUÉBEC--(Marketwire - July 31, 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.
On 2 February 2012, the boards of Amaya Gaming Group Inc. ("Amaya")(TSX VENTURE:AYA) 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").
On 29 March 2012, Amaya announced that the Offer had become wholly unconditional and that it had extended the Offer until 3.00 p.m. London time (10.00 a.m. Toronto time) on 18 April 2012, unless otherwise extended.
On 18 April 2012, Amaya announced that it had extended the Offer until 3.00 p.m. London time (10.00 a.m. Toronto time) on 2 May 2012, unless otherwise extended.
On 2 May 2012, Amaya announced that it had extended the Offer until 3.00 p.m. London time (10.00 a.m. Toronto time) on 16 May 2012, unless otherwise extended.
On 16 May 2012, Amaya announced that it had extended the Offer until 3.00 p.m. London time (10.00 a.m. Toronto time) on 30 May 2012, unless otherwise extended and that it had made amendments to the Offer Document.
On 30 May 2012, Amaya announced that it had extended the Offer until 5.00 p.m. London time (12.00 p.m. Toronto time) on 25 June 2012, unless otherwise extended.
On 26 June 2012, Amaya announced that the Offer was not being extended again and was closed and no longer open for acceptances.
On 28 June 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 30 July 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 per cent. 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.
Amaya acquired each CryptoLogic Share at a price of US$2.535 per CryptoLogic Share (representing approximately C$2.550 and £1.612 per CryptoLogic Share) for a total consideration of US$3,102,540.87 (representing approximately C$3,121,156.12 and £1,972,905.74). The C$ and £ amount set out above are based on currency exchange rates of 1.0060 and 0.6359 respectively (being the Bloomberg Rates at 5.00 p.m. London time on 27 July 2012, the last practicable date prior to the Compulsory Acquisition).
Following the Compulsory Acquisition, Amaya now has control of 13,826,551 CryptoLogic Shares representing 100 per cent. of the issued share capital of CryptoLogic.
The CryptoLogic Shares were delisted from the Toronto Stock Exchange ("TSX") at the close of business (Toronto time) on 30 July 2012. Amaya intends to cause CryptoLogic to apply to the relevant securities commissions for it to cease to be a reporting issuer in all applicable jurisdictions in Canada.
Neither 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.