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IXMD - Gaming website is not online!
Bad early morning spelling!
GLTA
Bob
SHFL - News page on IHUB with many links:
IHUB News Link
GLTA
Bob
GIGM - Needs company website improvement:
The quality of the website is not very good. Without improvement GIGM won't have much chance to profit from the DOJ ruling in the U.S.
GLTA
Bob
IXMD - Gaming website is not oline!
I am hoping that IXMD has a press release EARLY this week updating the go live status of their gaming website. If that occurs IXMD could have an interesting week.
GLTA
Bob
ATIG - Online Tribal Gaming Network
http://onlinetribalgamingnetwork.com/
This has the potential to be a great idea. However, I don't think that it will succeed with ATIG.
Here are the potential pitfalls:
1. Online wide area intranet security - You are combining a wide area gaming intranet network for competing Tribes that don't necessarily trust each other, financial transactions must be secure and the NIGC must be satisfied about the security.
2. Compliance - Regulatory (NIGC) - All products will have to be compliant with NIGC regulations.
3. Financing - many local networks will need to be upgraded - Tribes will expect ATIG to take care of this or at least have some 'skin' in the game. Every location will require secured server support which will have to be provided.
4. Every Indian Tribe will want to be the Host - There is a definite trust issue here.
5. The system will have to be thoroughly load tested before final implementation - This is a necessary and time consuming step.
Without some significant announcement about financing for the project I see little reason to invest in ATIG.
GLTA
Bob
ELRA - About ELRA from company website:
Today Elray Gaming provides a complete turnkey solution for numerous successful online gaming companies as well as performs strategic marketing and consulting services for Online Gaming operators from all parts of the world.
Our Mission:
•Foster long-term business relationships with our clients
•Assist clients in creating marketable, profitable online gaming businesses
•Design marketing plans and promotions based on information, logic and clearly defined goals
•Deliver clients the best value per dollar for all media buys
•Provide entire Infrastructures to operate online casinos
•To treat each client with respect and honesty
What Makes Us The Best:
Location
We are a global company with offices in, USA, London, Sydney and Curacao, the homes of some of the largest online operators on the net, this helps us to better serve our clients. Our Sydney office allows us to tap into skilled resources and some of the largest client base, for regular, personal interaction. As we are also in a jurisdiction that is friendly to online gaming, our clients can rest assured that we are here to stay.
Experience
Our company is highly motivated and creative with expertise in multiple fields. These include: online gaming, casino operation, new media buying and traditional marketing & sales.
Integrity
We take full accountability for every consulting job we perform and media buy we make on behalf of our clients; managing the campaign, tracking results, and delivering summary reports. We disclose all relevant information, assuring that you completely understand the decisions we make and the results they generate.
Confidentiality
An integral element in the success of our relationship is the free exchange of information. We sign a non-disclosure agreement with every client prior to starting any work. You can be assured that all sensitive information is held strictly confidential.
ELRA - Brand websites (can we say ready!):
Royal Dice Casino
Sierra Star Casino
Des Royaux Casino
Majestic Comet Casino
Giant Vegas Casino
Balzac Casino
Bingo Chest
GLTA
Bob
ELRA - IHUB's News Link:
Many News Links
GLTA
Bob
SHFL - Shuffle Interactive in additon to the DOJ ruling should make Shuffle Master a great candidate for a long position in 2012!
GLTA
Bob
sounds good. cryp and betm were hots early 2000's.
BETM may be acquired this year if the suitor can get a gaming license in NV.
Bob
thank you fer updates.
i also use to be in betm in early 2000's.
CRYP is posted on the board now. I have also added others including PENN - Penn National Gaming.
Happy New Year!
Bob
AMYGF possibly acquiring CRYP would combine some significant internet gaming capabilites.
It is definitely something to watch!
GLTA
Bob
IXMD - Fantasy sports from company website:
Fantasy Sports
Add one of North America's hottest games to your website, Fantasy Sports. We have developed a unique fantasy sports game where users compete on a weekly basis rather than over a complete season. Every week users can compete in their favourite sport - football, baseball, hockey and basketball.
There are a lot of fantasy sports games available so we decided to take a different approach to the standard season long game. This allows users to compete every week, right until the end of the season. It also allows the web site to collect entrance fees every week rather than just once a season.
Another unique feature is our network approach to fantasy sports. We can maximize your traffic by co-mingling traffic from many websites. The advantage is the appearance of many players and many leagues, encouraging players to join. If you have limited traffic, you may never have the critical mass required to get a fantasy sports system off the ground. We take of this problem for you.
Fantasy Shootouts
In addition to standard weekly games, we are offering a weekly "shootout" style of game. This is much like a traditional tournament style bracket. For example, if 16 players sign up then they will be broken up into groups. As each week is resolved, the top players move on from each group until there is a final winner.
This is a unique feature to fantasy sports that you can only find in the InteliGaming Network.
PENN - About from company website:
About Penn National Gaming
Penn National Gaming owns, operates or has ownership interests in gaming and racing facilities with a focus on slot machine entertainment. The Company presently operates twenty-six facilities in eighteen jurisdictions, including Colorado, Florida, Illinois, Indiana, Iowa, Louisiana, Maine, Maryland, Mississippi, Missouri, Nevada, New Jersey, New Mexico, Ohio, Pennsylvania, Texas, West Virginia, and Ontario. In aggregate, Penn National's operated facilities feature approximately 29,000 gaming machines, approximately 600 table games, 2,400 hotel rooms and 1.1 million square feet of gaming floor space.
Our Corporate Mission
To establish Penn National Gaming as a profitable and respected leader in the gaming and racing industries, and as a valued partner in our communities and a role model for ethical business standards.
PENN - I added Penn National Gaming to the IBOX.
PENN is an unusual addition. They own multiple casino/racino properties in a number of states and Ontario along with hotels. Because of their gaming licenses in multiple states, I have a hunch that they will be one of the early companies trying to get on site intranet approved on their properties.
The technology would only have to be developed once and could be 'advertised' with entertainment only versions available off site to promote new customers.
PENN could also be in the market to acquire a company that already has potential intranet platforms available.
GLTA
Bob
IXMD - Poker from company website:
Poker
We have developed an integrated comprehensive multi player poker system. Our poker focuses on Texas Hold'em poker and multi table poker tournaments, including the popular Sit & Go style of tournaments. Our poker system has been integrated into Gamboozle.com, Facebook, MySpace and Bebo.
Our poker system works as a network, with many sites funnelling all players back into a single poker environment. This creates the critical mass required to properly operate a functional poker network. The poker system operates on three different revenue models; free, subscription and cash poker.
Subscription Poker
If you have existing traffic that might be along the same demographic of online poker players, you might want to consider adding a product like subscription poker to your system. This model is especially effective if you primarily have US traffic, you are able to directly monetize your existing web traffic.
Free Poker
The free poker system can be used as a conversion tool, to get users to sign up to your website. As a result of the extended time on site, inherent with poker games, advertisers are willing to pay a premium for poker traffic.
Our free poker is easily integrated into any 3rd party website with an existing database of users. Even if you don't have a user database or the technical ability, we can help you.
I hit a casino this weekend... I was amazed on the quality of some of the new slot games.
It is still under construction. I have added 3 companies this morning.
GL
Bob
IXMD - Online Gaming from company website:
Online Gaming
The online gaming industry consists of many sectors, from online games to fantasy sports to online gambling. This sector has experienced explosive growth over the years and is poised to experience more incredible growth when the US licenses and regulates online gambling. Recent studies have revealed that the video game industry, which includes casual games as its largest component, has surpassed the movie industry in terms of overall sales. iGaming which includes casino, bingo and poker is another niche within this sector that is also booming around the globe.
Some stats to consider:
•Fantasy Sports is a billion dollar industry, consisting of 30 million players in the US and Canada, according to the FSTA.
•Kathy Vrabeck, head of EA's Casual Entertainment division projects that "the casual games business will be around a $13.5 billion business over the next couple of years".
•Christianson Capital Advisors state that online gambling revenues will reach $24.4 billion by the year 2010.
Through the development of gaming specific products, using revenue friendly models, Intelimax has positioned itself to take advantage opportunities available in this market.
IXMD - From Company Website:
InteliGaming Network
The InteliGaming Network is a subscription based gaming platform. It enables the operator to offer legal gaming products that can be seamlessly integrated into any website.
We call it a network because everything we do, and all of our clients are networked together. This gives the system optimal strength as liquidity is critical in a multi player system. As an operator you can join the IN and from day one you will have players at your tables and in your leagues. This removes a huge barrier to enter this market.
Products
We currently offer a comprehensive multi player poker platform:
•Texas Hold'em Poker
•Multi Table Tournaments
•Sit N Go Tournaments
•We will also be releasing Omaha, Omaha Hi / Lo, 5 card stud and 7 card stud
•Player poker levels, handicap tournaments and more.
In addition, we offer a full featured fantasy sports system:
•Coverage of major North American leagues; NFL, MLB, NHL, NBA
•Weekly games for a fast turnover of entrance fees
•Three game types.free league, regular pay leagues and unique .Shootout. style leagues.
GIGM - 2010 Annual Report:
2010 Annual Report Link
GLTA
Bob
GIGM - News from Dec. 14th:
GigaMedia Announces Sale of T2CN
All T2CN Civil Litigation Resolved
TAIPEI, Taiwan, December 14, 2011 – GigaMedia Limited (NASDAQ: GIGM) ("GigaMedia") announced today that it has sold all of its ownership interest in T2CN Holding Limited ("T2CN") to Hornfull Limited; all outstanding civil litigation has been resolved related to disputes involving GigaMedia and T2CN and T2CN's operating subsidiaries.
Sale of T2CN
On December 2, 2011, GigaMedia China Limited, Hornfull Limited, and Hangzhou NewMargin Ventures Co. Ltd. ("Hangzhou NewMargin") entered into an agreement whereby GigaMedia agreed to sell all of its ownership interest in T2CN to Hornfull Limited and Hangzhou NewMargin agreed to guarantee the payment and performance of Hornfull Limited under the agreement. On December 14, 2011, the parties completed the sale and purchase of the T2CN shares. Pursuant to the parties' agreement, GigaMedia China Limited sold all of its 43,633,681 shares of T2CN, comprising a 67.087% interest in the company, to Hornfull Limited for a cash payment of US$4,738,588. Hornfull Limited also compensated GigaMedia China Limited US$789,765 in cash for legal fees incurred by GigaMedia in connection with the T2CN disputes.
Hornfull Limited and Hangzhou NewMargin are private companies incorporated in the British Virgin Islands and the People's Republic of China (the "PRC"), respectively.
After extensive deliberation and consultation with its valuation expert, PricewaterhouseCoopers Financial Advisory Services Co., Ltd., and outside legal counsels, Skadden, Arps, Slate, Meagher & Flom, Allen & Gledhill LLP, Advocates & Solicitors, and King & Wood, GigaMedia's board of directors concluded that the sale of GigaMedia's ownership interest in T2CN to Hornfull Limited was in the best interest of GigaMedia's shareholders.
Settlement of civil litigation between GigaMedia and Wang Ji
In connection with the sale of its ownership interest in T2CN, GigaMedia has entered into a settlement agreement to resolve all of its civil legal disputes with the former head of its Asian online game and service business in the PRC and former Chief Executive Officer of T2CN, Wang Ji. As described in GigaMedia's 2010 Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission ("2010 Form 20-F"), disputes arose between GigaMedia and Wang Ji in July 2010. As a result, several lawsuits involving T2CN, its two wholly-owned subsidiaries in the PRC, T2CN Information Technology (Shanghai) Co., Ltd. ("T2 Technology") and J-Town Information (Shanghai) Co., Ltd. ("J-Town"), as well as certain of T2CN's operating entities, including Shanghai T2 Entertainment Co., Ltd. ("T2 Entertainment"), were filed in various jurisdictions.
On December 2, 2011, GigaMedia, GigaMedia China Limited, T2CN, T2 Entertainment, T2 Technology, J-Town, T2CN Information Technology (Beijing) Co., Ltd. ("T2 Beijing"), Shanghai T2 Advertisement Co., Ltd. ("T2 Advertisement"), Shanghai Jinyou Network & Technology Co., Ltd. ("Jinyou"), Pemberley Pte Ltd. ("Pemberley"), Wang Ji, Chiang Hsiang Jen, Lu Ning, and Ji Min entered into a settlement agreement to resolve all civil litigation related to T2CN and its operating entities. The settlement agreement does not resolve any criminal proceedings. On December 14, 2011, the settlement agreement was finalized. As a result of the settlement agreement, each civil action has been or will be withdrawn or dismissed.
The settlement agreement resolved the parties' claims in all civil litigation in the PRC, Singapore, the United States, the British Virgin Islands, and Hong Kong. In particular, the agreement resolved all civil litigation listed in Item 8 under the heading "Dispute with the former head of Our Asian online game and service business in the PRC and former Chief Executive Officer of T2CN (‘Wang Ji')" in GigaMedia's 2010 Form 20-F as well as subsequent related civil litigation by or against the parties to the settlement agreement.
Several parties, including the parties to the settlement agreement, have also entered into a waiver and mutual release in which all parties waived all present and future claims, known and unknown, in connection with T2CN and T2CN's operating entities.
GIGM - From the company website:
About GigaMedia
GigaMedia Limited (Singapore registration number: 199905474H) is a major provider of online entertainment software and services. Through its subsidiaries, GigaMedia develops and operates a suite of online games in Asia, covering all regions of Greater China and Southeast Asia. More information on GigaMedia can be obtained from www.gigamedia.com.
CRYP - News from company website:
Possible Offer for CryptoLogic by Amaya Gaming Group Inc. ("Amaya")
DUBLIN, IRELAND, Dec 15, 2011 (Marketwire via COMTEX) --CryptoLogic Limited ("CryptoLogic")(TSX:CRY)(TSX:CXY)(NASDAQ:CRYP)(LSE:CRP) -
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION.
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE EVEN IN THE EVENT THAT THE PRE-CONDITIONS SET OUT IN THIS ANNOUNCEMENT ARE SATISFIED OR WAIVED.
The Board of CryptoLogic, a developer of branded online betting games and Internet casino software, announces that it has agreed in principle the outline terms of a possible recommended all cash offer from Amaya for the acquisition of the entire issued and to be issued share capital of CryptoLogic at US$2.50 in cash per common share (the "Possible Offer"). On the basis of the Possible Offer the Board of CryptoLogic has agreed to allow Amaya to conduct confirmatory due diligence.
This would represent a premium of 52% over the closing share price of US$1.64 per common share on NASDAQ on 14 December 2011.
The discussions with Amaya are at a preliminary stage and the Possible Offer is subject to the satisfaction (or waiver by Amaya) of certain pre-conditions including, inter alia, the satisfactory completion of confirmatory due diligence by Amaya, unanimous recommendation by the Board of CryptoLogic and confirmation by Amaya that it has sufficient funds to complete the offer.
In accordance with Rule 2.6(a) of the Code, Amaya is now required, by not later than 5.00 p.m. on 12 January 2012, to either announce a firm intention to make an offer for the Company in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can only be extended with the consent of the Panel in accordance with Rule 2.6(c) of the Code.
Amaya has given its consent to the inclusion of the terms of the Possible Offer in this announcement but reserves the right, pursuant to Rule 2.5(a) of the Code, to vary the form and/or mix of the consideration and, with the recommendation and consent of the Board of CryptoLogic, to make an offer for CryptoLogic at a price lower than US$2.50 per common share. Amaya also reserves the right to structure any acquisition of CryptoLogic or any of the assets of CryptoLogic in any form whether by scheme of arrangement, takeover offer or otherwise.
Further Information
The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom, the United States or Canada may be restricted by law and therefore any persons who are subject to the laws or regulations of any jurisdiction other than the United Kingdom, the United States or Canada or who are not resident in the United Kingdom, the United States or Canada should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction.
This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to this announcement or otherwise. Any offer will be made solely by certain offer documentation which will contain the full terms and conditions of any offer, including details of how it may be accepted.
This announcement has been prepared in accordance with English law and the Takeover Code and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.
A copy of this announcement will be available on CryptoLogic's website (www.cryptologic.com) by no later than midday (London time) on 16 December 2011. The announcement will also be available, in due course, under CryptoLogic's profile on SEDAR in Canada at www.sedar.com and on the SEC's website in the United States at www.sec.gov/edgar.shtml. Neither the content of the websites referred to in this announcement nor the content of any website accessible from hyperlinks on CryptoLogic's website (or any other website) is incorporated into, or forms part of, this announcement.
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CODE AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. ACCORDINGLY, CRYPTOLOGIC SHAREHOLDERS ARE ADVISED THAT THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE EVEN IN THE EVENT THAT THE PRE-CONDITIONS SET OUT IN THIS ANNOUNCEMENT ARE SATISFIED OR WAIVED.
Deloitte Corporate Finance, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for CryptoLogic and no one else in connection with the Offer and will not be responsible to anyone other than CryptoLogic for providing the protections afforded to clients of Deloitte Corporate Finance or for providing advice in relation to the Offer, the contents of this announcement or any offer or arrangements referred to in this announcement.
Disclosure requirements of the Takeover Code (the "Code")
Under Rule 8.3(a) of the Code, any person who is interested in 1% 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 (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) 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 1% 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 (London time) 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.
SOURCE: CryptoLogic Limited
CryptoLogic Limited
David Gavagan
Chairman and Interim CEO
+353 (0)1 234 0400
CryptoLogic Limited
Huw Spiers
CFO
+353 (0)1 234 0400
Financial Adviser to CryptoLogic:
Deloitte Corporate Finance
Jonathan Hinton/David Smith
+44 (0)20 7936 3000
Media Enquiries:
Luther Pendragon
+44 (0)20 7618 9100
Neil Thapar
Mobile: +44 (0)7876 455323
Alexis Gore
Mobile: +44 (0)7725 139686
CRYP - SEC filing by AMYGF:
SEC Filing Link
Important parts of the filing are quoted below:
This Amendment No. 2 to Schedule 13D (this "Statement") is being filed on behalf of Amaya Gaming Group Inc. ("Amaya") relating to the common shares, no par value (the "Common Shares"), of CryptoLogic Limited, a Guernsey, Channel Islands corporation (the "Issuer"). This Statement amends and supplements the initial statement on Schedule 13D, filed on April 15, 2011, and the amended statement on Schedule 13D/A, filed on May 6, 2011 (collectively, the "Original Statements") by Amaya. The Original Statements are hereby amended and restated as follows.
Item 4. Purpose of Transaction
Item 4 is amended and restated as follows:
The Issuer publicly announced on March 25, 2011 that it had undertaken a strategic review, including the possibility of an offer being made for the Issuer. In response to this announcement, Amaya acquired the Common Shares in order to facilitate a possible strategic transaction with the Issuer. At that time, Amaya was also considering one or more other alternatives to a strategic transaction with the Issuer.
On December 14, 2011, Amaya submitted a proposal to Deloitte LLP, the financial advisor to the Issuer regarding Amaya’s proposed acquisition of the Issuer (the “Proposal”).
The Proposal sets forth Amaya’s intent with regard to its offer to acquire the Issuer and remains an expression of interest only, does not express the agreement of the parties, is not binding on the parties and is to be used only as a negotiation aid by the parties. Amaya and the Issuer are not bound until they enter into a final offer (the “Final Offer”) regarding the proposed acquisition.
On December 15, 2011 Amaya and the Issuer announced that they agreed in principle to the outline terms of a possible recommended all cash offer for all the outstanding share capital of the Issuer (the “Issuer Shares”) that Amaya does not already own (the “Possible Offer”) priced at US$2.50 per Issuer Share and valuing the Issuer at approximately US$34,500,000. This Possible Offer does not constitute an announcement of a firm intention to make an offer under the United Kingdom’s City Code on Takeovers and Mergers.
The Possible Offer is based on the assumption that the aggregate number of issued and outstanding Issuer securities as at closing, on a fully-diluted basis, will be 14,178,301 (including 860,507 exchangeable securities and 359,250 stock options).
The Board of Amaya believes that there is strong strategic fit between the two companies and believes the Issuer would be well placed to serve and expand its customer base as part of the Amaya group. The Board of Amaya believes that the international capabilities, existing customer relationships, together with the breadth and scale of Amaya's business, provide a strong platform to maximize the potential of the Issuer’s business.
The purchase price is expected to be funded through cash on hand, cash available and under Amaya’s existing credit facilities. Amaya currently intends to raise up to $20 million through the issuance of unsecured convertible debentures and warrants, on a bought-deal basis (a form of financing which the underwriter commits to providing), to be announced concurrently with the announcement of the Final Offer, and to obtain a bridge loan for the remaining portion, which is also expected to be in place upon the announcement of the Final Offer.
The discussions with the Issuer are at a preliminary stage and the Possible Offer is subject to the satisfaction (or waiver by Amaya) of certain pre-conditions including, but not limited to, the satisfactory completion of confirmatory due diligence by Amaya, unanimous recommendation by the Board of the Issuer and confirmation by Amaya that it has sufficient funds to complete the offer.
Once initiated, Amaya expects to be in a position to complete its due diligence and finalize the Final Offer by January 12, 2012 or as soon as possible thereafter.
Item 5. Interest in Securities of the Issuer
Item 5 is amended and restated as follows:
(a) As of the date hereof, Amaya beneficially owns the aggregate number and percentage of outstanding Common Shares set forth below:
Reporting Person Aggregate Number of Common Shares Beneficially Owned Percentage of Outstanding Common Shares
Amaya Gaming Group Inc. 971,629 7.49%
The percentage of outstanding Common Shares in the table above is based on 12,968,540 Common Shares outstanding as of November 21, 2011, as reported by the Issuer in its press release dated November 22, 2011, furnished under cover of Form 6-K to the Securities and Exchange Commission on November 22, 2011.
The IBOX has a new category:
U.S. Listed Internet Companies
These are either companies that are already involved in internet gaming to a large degree or have the stated capabilities to act as facilitators for the implementation of internet/intranet gaming.
GLTA
Bob
ECDI & POKR have been removed from the IBOX. I no longer see them as relevant. If that changes, I will add them back.
GLTA
Bob
Many updates are coming tomorrow! Please be patient and have a great New Year!
GLTA
Bob
this is the company i was doing in early 2000's. they had some mgmt settling to do with sec. seems to be in order now.
it is selling at premium offer.
got a 3 on finbiz.
but this in int'l though.
Here is the IHUB link:
CRYP
GLTA
Bob
this one...about 9 years ago i traded a penny one with name similar;
CryptoLogic --- Crypto gaming.
I am planning on adding CryptoLogic to the IBOX this weekend!
GLTA
Bob
reading could be hue deal;
http://www.amayagaming.com/en/investor-relations/our-press-releases/190-amaya-announces-possible-offer-for-cryptologic-limited-and-c20-million-special-warrant-offering.html
Amaya Announces Possible Offer for CryptoLogic Limited and C$20 million Special Warrant Offering NEWS RELEASE
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES
Montreal, Canada – December 15, 2011 – Amaya Gaming Group Inc. (“Amaya” or the “Company”) (TSXV: AYA), an entertainment solutions provider for the regulated gaming industry, today announced that it has agreed in principle with CryptoLogic Limited (“CryptoLogic”) the outline terms of a possible recommended all cash offer for all the outstanding share capital of CryptoLogic (the “CryptoLogic Shares”) that Amaya does not already own (the “Possible Offer”) priced at US$2.50 per share and valuing CryptoLogic at approximately US$34,500,000.
This announcement does not constitute an announcement of a firm intention to make an offer under the United Kingdom’s City Code on Takeovers and Mergers (the “Code”). Accordingly, CryptoLogic shareholders are advised that there can be no certainty that an offer for CryptoLogic by Amaya will be forthcoming.
The Board of Amaya believes that there is a strong strategic fit between Amaya and CryptoLogic and believes CryptoLogic would be well placed to serve and expand its customer base as part of the Amaya group. The Board of Amaya believes that the international capabilities, existing customer relationships, together with the breadth and scale of Amaya's business, provide a strong platform to maximize the potential of CryptoLogic's business.
The discussions with CryptoLogic are at a preliminary stage and the Possible Offer is subject to the satisfaction (or waiver by Amaya) of certain pre-conditions including, inter alia, the satisfactory completion of confirmatory due diligence by Amaya, unanimous recommendation by the Board of CryptoLogic and confirmation by Amaya that it has sufficient funds to complete the offer.
In accordance with Rule 2.6(a) of the Code, Amaya is now required, by not later than 5.00 p.m. on January 12, 2012, to either announce a firm intention to make an offer for CryptoLogic in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer. This deadline can only be extended upon the request of CryptoLogic and the consent of the Panel on Takeovers and Mergers (the “Panel”) in accordance with Rule 2.6(c) of the Code.
Pursuant to Rule 2.5(a) of the Code, Amaya reserves the right to vary the form and/or mix of the
consideration and, with the recommendation or consent of the Board of CryptoLogic, to make an offer for CryptoLogic at a price lower than US$2.50 per common share. Amaya also reserves the right to structure any acquisition of CryptoLogic or any of the assets of CryptoLogic in any form whether by scheme of arrangement, takeover offer or otherwise.
Based on the closing price of the CryptoLogic Shares on the NASDAQ Global Select Market (“NASDAQ”) on the December 14, 2011, the Possible Offer would represent a premium of approximately 52% over the closing price of the CryptoLogic Shares and a premium of approximately 57% over the volume-weighted average trading price of the CryptoLogic Shares on NASDAQ for the 20 trading days ending on December 14, 2011. Amaya currently owns 971,629 CryptoLogic Shares representing 7% of all such shares issued and outstanding.
In conjunction with its announcement of the Possible Offer, Amaya is pleased to announce that it has entered into an agreement to sell to Canaccord Genuity Corp. (“Canaccord Genuity” or the
“Underwriter”) C$20,000,000 (the “Base Offering”) in special warrants (“Special Warrants”). Each Special Warrant will be issued at a price of C$1,000.
In addition, the Company has granted the Underwriter an over allotment option of up to 3,000 Special Warrants exercisable in whole or in part up to 30 day after the closing date of the Base Offering (together with the Base Offering, the “Offering”).
The net proceeds of the Offering will be used to fund a portion of the Possible Offer.
The Base Offering is expected to close on or about January 11, 2012 and is subject to certain customary conditions and the receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange Inc.
The Possible Offer
Benefits of the Possible Offer could include:
•Complementary Portfolio Offering to Amaya’s Existing Suite of Technologies: Amaya believes that CryptoLogic’s software and services offerings will provide an immediate complement to Amaya’s gaming entertainment solutions platform;
•Immediate Increased Access to European Gaming Market and Leading Clientele Base: Amaya believes that the acquisition will provide immediate access to CryptoLogic’s high quality European clientele base;
•Synergies – Amaya believes there are potential meaningful cost synergies from combining two public company infrastructures into one, as well as leveraging best practices.
Canaccord Genuity Limited, the UK office of Canaccord Genuity, which is authorized and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Amaya and no one else in connection with the Possible Offer and will not be responsible for anyone other than Amaya for providing the protections afforded to clients of Canaccord Genuity Limited or for providing advice in relation to the Possible Offer, or any matter referred to herein. Amaya’s legal advisor is McCarthy Tétrault LLP.
The Offering
Each Special Warrant shall entitle the holder thereof to receive, without payment of additional consideration, one Unit, which is comprised of: (i) one convertible debenture (“Convertible Debenture”); and (ii) 50 warrants, (each a “Warrant”). Each Special Warrant shall be deemed exercised at the earlier of:
(i) in the event the Release Event has occurred, three business days following the date (the “Qualification Date”) that a final receipt is obtained for the filing of a final short form prospectus (the “Qualification Prospectus”) pursuant to National Instrument 44-101 qualifying for distribution the Convertible Debentures and the Warrants underlying the Special Warrants; and
(ii) in the event the Release Event has occurred, 4:59 p.m. (Toronto time) on the date that is four (4) months and one (1) day following the closing date of the Base Offering (the “Qualification Deadline”)
The Company shall file a Qualification Prospectus within 80 days following the closing date. In the event that the Qualification Date has not occurred on or before March 31, 2012, each Special Warrant shall thereafter entitle the holder to receive upon deemed exercise, for no additional consideration, 1.1 Convertible Debentures (an additional 0.1 of a Convertible Debenture) and 55 Warrants (an additional 5 Warrants).
If the Release Event occurs following the Qualification Date, the deemed exercise shall occur three business days following the Release Event. For greater certainty, the Special Warrants shall not be deemed exercised prior to the Release Event occurring, regardless of whether the Units underlying the Special Warrants have become qualified under the Qualification Prospectus or have become free trading as a result of the statutory hold period of four months and one day expiring.
The Convertible Debentures will bear interest at a rate of 10.50% per annum payable semi-annually in arrears on April 30 and October 31 in each year commencing October 31, 2012. The first payment will include accrued interest from and including the date of the Release Event to but excluding October 31, 2012. Interest payments will be satisfied through cash payment. The Convertible Debentures will be convertible at the option of the holder into common shares of the Company at a conversion price of $3.25 per common share (being a conversion rate of approximately 308 common shares per $1,000 principal amount of Convertible Debentures) and will have a maturity date of April 30, 2014.
Each Warrant entitles the holder thereof to acquire one common share of the Company at a price per common share equal to $3.00 at any time up to a period ending April 30, 2015.
The gross proceeds from the sale of Special Warrants less an amount equal to 50% of the Cash Commission and the Underwriter’s expenses (the “Offering Proceeds”) will be deposited into escrow with the agent (the “Escrow Agent”) appointed in respect of the Special Warrants under an agreement between the Company, the Underwriter, and the Escrow Agent and will be invested in short-term obligations of, or guaranteed by, the Government of Canada (and other approved investments), until the satisfaction of the Release Conditions or the Release Deadline.
The Offering Proceeds and any interest thereon (the “Escrowed Proceeds”) will be released from escrow upon the Release Event. Upon the occurrence of the Release Event, the Escrow Agent will deliver an amount (i) representing the remaining 50% of the Cash Commission, and interest earned thereon, to the Underwriter, and (ii) the balance of the Escrowed Proceeds to the Company.
“Release Event” means the satisfaction of the Release Conditions prior to the Release Deadline.
“Release Deadline” means 5:00 p.m. (Toronto time) on April 30, 2012.
The “Release Conditions” means (i) the satisfaction or waiver of all conditions to the completion of the Possible Offer by the Company, on terms previously disclosed to or otherwise reasonably acceptable to Canaccord Genuity; and (ii) the Company together with Canaccord Genuity shall have delivered to the Escrow Agent a joint notice confirming that (i) and (ii) have been satisfied. As a condition precedent to the execution of the joint notice contemplated in (ii) above by Canaccord Genuity, the Chief Executive Officer of the Company shall have delivered to Canaccord Genuity a certification that (i) has been satisfied.
In the event that the Release Event does not occur on or before the Release Deadline, the Company shall forthwith deliver a notice to each of the Special Warrant holders and the Escrow Agent and the Escrow Agent shall return, within three business days, to each such holder the Special Warrant funds plus a pro rata share of interest actually earned thereon, less applicable withholding taxes, if any, and the Special Warrants shall be cancelled. The Company shall be responsible for any short fall in the Escrowed Proceeds payable to Special Warrant holders.
About Amaya
Amaya is engaged in the design, development, manufacturing, distribution and sale of technology based gaming solutions for the regulated gaming industry worldwide. For more information please visit www.amayagaming.com.
Forward-looking Information
Certain statements included herein, including those that express management's expectations or estimates of our future performance constitute "forward-looking statements" within the meaning of applicable securities laws. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management at this time, are inherently subject to significant business, economic and competitive uncertainties and contingencies, including: the Possible Offer is not binding and a formal offer may never be made by the Company for the shares of CryptoLogic, even if a formal offer is made for the issued share capital of CryptoLogic, there are no assurances that the conditions for acceptance or completion will be satisfied or waived by the Company. Investors are cautioned not to put undue reliance on forward looking statements. Except as required by law, Amaya does not intend, and undertakes no obligation, to update any forward-looking statements to reflect, in particular, new information or future events.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% 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 (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) 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 1% 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 (London time) 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 begin_of_the_skype_highlighting +44 (0)20 7638 0129 end_of_the_skype_highlighting if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
* * *
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the Special Warrants in the United States. The Special Warrants and the securities underlying the Special Warrants have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
For further information:
Mr. David Baazov
President and Chief Executive Officer
Amaya Gaming Group Inc.
North America: 1-866-744-3122
Worldwide: 1-514-744-3122
http://www.amayagaming.com
Jeff Codispodi
The Equicom Group
416-815-0700 ext. 261
jcodispodi@equicomgroup.com
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