Amaya exploring alternatives to Baazov buyout
2 March 2016
(PRESS RELEASE) -- The Special Committee of independent directors of Amaya Inc. today provided the following update on the steps it is taking to conduct an independent review of alternatives in light of Amaya's Chairman and Chief Executive Officer, David Baazov, having advised the Board of Directors of Amaya that he and a group acting with him intend to make an offer to acquire Amaya.
To date, Amaya has not received an offer from Mr. Baazov or otherwise.
The Board established the Special Committee after Mr. Baazov notified the Board on Jan. 31, 2016 of his intention to make a proposal to acquire Amaya for C$21 per common share in cash. As previously disclosed, the Special Committee has appointed Barclays Capital Canada Inc. to act as financial advisor to the Special Committee under a broad mandate to assist in considering any proposal that may be forthcoming, as well as other alternatives that may become available to Amaya. In addition, the Special Committee has:
Engaged Moelis & Company LLC to provide an independent valuation of Amaya's securities in connection with any offer that may be made by Mr. Baazov. Any such independent valuation will involve financial analysis of Amaya by Moelis & Company, including analysis of management's forecast of Amaya's financial performance.
Engaged with Mr. Baazov in settling the terms under which confidential information regarding Amaya would be made available to Mr. Baazov's group for the purposes of evaluating and possibly making an offer.
Implemented processes and restrictions and established guidelines regarding the ongoing management of Amaya in the context of a potential offer for Amaya by a group led by Mr. Baazov. These guidelines relate to, among other things, the treatment of confidential information, transactions outside of the ordinary course of business, and communication with employees and external parties.
Determined, in consultation with the Audit Committee of the Board of Directors, that in view of the potential offer that may be forthcoming from Mr. Baazov, and the fact that the Special Committee's financial advisor and the independent valuator have commenced their review process, Amaya will not be providing guidance with respect to its 2016 financial performance in conjunction with the release of its financial results for the fourth quarter and year ended December 31, 2015.
Amaya also announced plans to release its financial results for the fourth quarter and year ended Dec. 31, 2015 after the close of trading on Monday, March 14, 2016 and to host a conference call to discuss these results at 5:30 p.m. ET on the same day. To access via tele-conference, please dial +1.888.231.8191 or +1.647.427.7450 ten minutes prior to the scheduled start of the call. The playback will be made available two hours after the event at +1.855.859.2056 or +1.416.849.0833. The Conference ID number is 63936885.
There can be no assurance that Mr. Baazov's group will make an offer or that any such offer will ultimately result in a completed transaction. Shareholders of Amaya do not need to take any action with respect to any potential proposal at this time. Amaya intends to provide updates if and when necessary in accordance with applicable securities laws.