INNOVA Acknowledges Pollard Banknote’s Intention to Launch Unsolicited Take-Over Bid
INNOVA Gaming Group Inc. (“INNOVA” or the “Company“) (TSX: IGG) acknowledges the announcement made by Pollard Banknote Limited (“Pollard Banknote“) that it intends to launch an unsolicited take-over bid to acquire all of the common shares of INNOVA (the “Shares“) for cash consideration of $2.10 per Share.
As previously announced on March 31, 2017, the special committee (the “Special Committee“) of the board of directors of INNOVA (the “Board of Directors“) had engaged in discussions with Pollard Banknote and determined that Pollard Banknote was not prepared to improve its proposed offer price of $2.10 per Share sufficiently for the Special Committee to be in a position to recommend a transaction with Pollard Banknote. As a result, the Special Committee gave its financial advisors a broad mandate to manage a process of exploring and considering strategic alternative transactions that might be available to the Company (the “Strategic Review Process“), including, but not limited to, soliciting expressions of interest regarding an acquisition of all of the Shares.
The Strategic Review Process remains ongoing and will continue during the offer period provided for under Pollard Banknote’s take-over bid, which Pollard Banknote has announced will continue until 5:00 p.m. (Toronto time) on August 3, 2017, unless its offer is extended or withdrawn.
Shareholders are urged to defer making any decision in respect of Pollard Banknote’s offer until the Special Committee and the Board of Directors have had the opportunity to fully review and evaluate such offer and to make a formal recommendation as to its merits. Shareholders will be promptly notified of any recommendation made by the Board of Directors through a news release and a director’s circular that will be prepared in accordance with applicable securities laws.
INNOVA’s largest shareholder, Amaya Inc. (“Amaya“), has entered into a support agreement (the “Support Agreement“) with Pollard Banknote that sets out the terms and conditions pursuant to which Amaya is prepared to support Pollard Banknote’s offer. Amaya has the right to terminate the Support Agreement if a cash offer greater than $2.10 per Share is made for the Shares that Pollard Banknote does not match within five business days by amending its offer. As a result, if the Strategic Review Process generates a proposed acquisition of all of the Shares for cash consideration greater than $2.10 per share, Amaya will have the right to terminate the Support Agreement and vote in favour of, or tender its Shares to, such superior transaction, provided that Pollard Banknote does not exercise its right to match such superior transaction within five business days. There can, however, be no assurance that the Strategic Review Process will result in an alternative transaction that is superior from a financial point of view to Pollard Banknote’s offer.
About the Company
INNOVA develops unique games and products for the global gaming industry, with particular focus on state and provincial lotteries. Through INNOVA’s wholly-owned subsidiary, Diamond Game Enterprises, the Company focuses on enhancing the revenues of government-sponsored lotteries and other regulated operators by offering its unique “extended play” products in traditional and non-traditional gaming venues. The Company’s primary product is its third generation Lucky Tab machine, an instant ticket vending machine that dispenses tickets while simultaneously displaying the results of each ticket on a video monitor in an entertaining fashion. For more information, please visit www.innovagaminggroup.com.
