QIC.v Quantum Int'l to buy gaming business for $7.9M (U.S.)
2017-03-22 09:35 ET - News Release
Mr. Manu Sekhri reports
QUANTUM INTERNATIONAL INCOME CORP. ANNOUNCES ACQUISITION IN THE GEORGIA GAMING MARKET
Quantum International Income Corp. has entered into a letter agreement with a digital skill-based gaming terminal operator based in the state of Georgia dated March 20, 2017, pursuant to which the corporation, or its designated affiliate, will acquire 100 per cent of the business of target. The Target assembles, distributes, owns and operates skill-based digital gaming terminals in locations throughout Georgia. The Target's terminals are fully licensed and governed by the Georgia State Lottery and offer players a variety of skill-based coin-operated amusement machines.
The letter agreement between the Corporation and the Target was the result of negotiations between the Corporation and the vendor in respect of the Target (the "Vendor"). The Acquisition is an arm's length transaction and will be completed under the expedited acquisition process of the TSX Venture Exchange ("TSXV").
"We are thrilled at the opportunity to add the Target to the Quantum portfolio of businesses" commented Manu K. Sekhri, Chief Executive Officer of the Corporation. "We look forward to working towards completion of this transaction and continuing to pursue our consolidation strategy in Georgia."
The Target's unaudited gross revenue was US$5.21M for the year ended December 31, 2016. Readers are cautioned that the foregoing information was provided to the Corporation by the Target and is based, according to the Vendor, on reports from the Georgia Lottery Corporation. The information has not been audited or otherwise verified by the Corporation and thus should not be relied upon. There can be no certainty that the foregoing information will remain unchanged after further investigation. Completion of the Acquisition is subject to a number of conditions, including but not limited to the negotiation and execution of a definitive purchase and sale agreement (the "PSA") between the Corporation and the Vendor, and the completion of due diligence of the Target to the Corporation's satisfaction in its sole discretion. The PSA will contain provisions customary for transactions of this nature, including payment of purchase price, transaction structure, representations, warranties, covenants, closing conditions, indemnities and non-competition provisions in favour of the Target. The Corporation currently expects that it (or its designated affiliate) will acquire 100% of the equity securities of the Target, but the definitive structure for the Acquisition to be set out in the PSA is subject to change based on relevant corporate, tax, regulatory or securities law considerations.
The purchase price for the acquisition of the Target is expected to be US$7.9M, which shall be payable on closing of the Acquisition. Additional contingent consideration may become payable to the Target at closing in the event the Target is successful in obtaining extensions to certain location contracts in connection with the operation of its skill-based digital gaming terminals (the "Contract Extension Bonus"). The maximum amount of additional consideration which may become payable to the Vendor in connection with the Contract Extension Bonus is expected to be $3.84M. Trive Capital has indicated to the company that it will make funding available to complete this transaction pursuant to the previously announced debt facility.
Completion of the Acquisition is subject to the approval of the TSXV. Closing of the Acquisition is expected to occur on or about July 19, 2017.
We seek Safe Harbor.
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