INNOVA Acknowledges Receipt of Unsolicited Proposal From Pollard Banknote
Los Angeles, California, March 10, 2017 - INNOVA Gaming Group Inc. ("INNOVA" or the "Company") (TSX: IGG) acknowledges that it has received an unsolicited proposal from Pollard Banknote Limited ("Pollard Banknote") to acquire all of the outstanding common shares of INNOVA (the "Shares") for cash consideration of $2.10 per Share (the "Proposal").
INNOVA further acknowledges the announcements made by Pollard Banknote and Amaya Inc. ("Amaya") earlier today announcing that they have entered into an agreement (the "Support Agreement") pursuant to which Amaya has agreed to support the Proposal.
Amaya indirectly owns 8,180,000 Shares, representing approximately 40.45% of the outstanding Shares on a nondiluted basis. INNOVA has not received a copy of the Support Agreement.
According to the announcements made by Pollard Banknote and Amaya, the Support Agreement (i) contains covenants restricting Amaya's ability to solicit or in any manner assist with any proposal for a transaction involving INNOVA other than the Proposal, (ii) may be terminated by Amaya in order to accept a proposal superior to the Proposal, subject to Pollard Banknote's ability to match any such superior proposal, (iii) requires that any acquisition agreement entered into between Pollard Banknote and INNOVA in connection with the Proposal include customary "fiduciary out", "right to match" and termination provisions, and (iv) may be terminated by Amaya if Pollard Banknote has not entered into an acquisition agreement with INNOVA or commenced a formal take-over bid that has not been withdrawn prior to May 8, 2017.
The board of directors of INNOVA has formed a special committee (the "Special Committee") comprised of Paul van Eyk and Edward Stanek, each an independent director of the Company, to review and evaluate the Proposal and to consider any strategic alternatives to the Proposal that might be available to the Company.
The Special Committee has engaged Davies Ward Phillips & Vineberg LLP to act as its legal advisors in connection with this process.
There can be no assurance that the Proposal or any strategic alternatives to the Proposal will result in a formal bid or offer or that any such bid or offer will ultimately result in a completed transaction. Shareholders of INNOVA do not need to take any action with respect to the Proposal at this time. INNOVA intends to provide updates if and when necessary in accordance with applicable securities laws.
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. -
Forward-Looking Statements Certain statements made and information included in this press release may constitute "forwardlooking 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, regulatory and competitive uncertainties, contingencies and risks that could cause actual results or events to differ materially from those expressed or implied in such statements. Investors are cautioned not to put undue reliance on forward-looking statements. The forwardlooking statements contained herein reflect INNOVA's current views with respect to future events, and except as required by law, the Company does not intend, and undertakes no obligation, to update any forward-looking statements to reflect, in particular, new information or future events, or otherwise.