News Release Issued - Orange Capital Ventures Announces its Intention to Reject Pollards Offer to Acquire Innova Gaming for C$2.10 per Share
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INNOVA GAMING GROUP, INC. ("IGG-T")
- Orange Capital Ventures Announces its Intention to Reject
- Pollard's Offer to Acquire Innova Gaming for C$2.10 per Share
- 9.8% holder believes Pollard's offer is an implied purchase price
multiple of 2.5x 2016 pro-forma EBITDA, materially undervaluing Innova
- Pollard's offer inequitably and disproportionately benefits
Pollard's shareholders compared to Innova's shareholders. Since the
transaction was announced Pollard's market capitalization has increased by
30%, or C$57.5 million
- Encourages Innova's special committee to run a fulsome strategic
review process that will ultimately lead to a sale transaction. If a higher
offer from a third party emerges, believes the Innova Special Committee
should enter into a definitive sale with a customary break fee to mitigate
the Amaya Support Agreement; and
- Believes that holders representing more than 28% of Innova's
outstanding shares support Orange Capital Ventures' position that the
Pollard offer is too low but that a transaction is in the best interest of
Daniel Lewis and Russell Hoffman, collectively Orange Capital Ventures
(OCV), owners of approximately 9.8% of the outstanding shares of Innova
Gaming Group, Inc. (TSX: IGG) (Innova or the Company), today issued the
following statement regarding its investment in Innova:
OCV, a 9.8% shareholder of Innova, does not intend to accept Pollard
Banknote Ltd.'s (TSX: PBL) (Pollard) all-cash offer of C$2.10 per share to
acquire the Company (the Offer).We believe Pollard's Offer materially
We believe that Pollard's Offer inequitably and disproportionately
benefits Pollard's shareholders compared to Innova's shareholders.In fact,
since the transaction was announced Pollard's market value has increased by
30%, or C$57.5 million, an amount greater than the Offer price for Innova
of C$42.6 million.
OCV believes that combining Innova and Pollard would result in
substantial cost savings.In 2016, the key management personal and board of
directors of Innova earned US$3.4 million.When combining these potential
cost savings with the elimination of public company costs and other
duplicative functions such as sales and marketing, government relations,
and legal and compliance, we believe total annualized cost synergies are
likely greater than US$5 million (C$6.7 million) annually.Notably, our
assumptions include no revenue synergies from future Innova contracts with
Pollard's existing lottery customers.
Innova reported consolidated adjusted EBITDA of US$5.8 million (C$7.8
million) in 2016, or US$4.4 million (C$6.0 million) when eliminating the
EBITDA associated with the EBITDA Support Agreement from Amaya, Inc. Adding
in the potential cost synergies outlined above, OCV believes that under
Pollard's ownership Innova would generate C$12-13 million of annualized
recurring EBITDA from long term contracts.
Based on Pollard's Offer of C$42.6 million, less Innova's net cash
balance of C$11.2 million (US$8.3 million), the implied value for Innova is
an Enterprise Value to pro-forma EBITDA multiple of 2.5x, far below
comparable transactions in the lottery and gaming industry.It is no
surprise Pollard's shares have reacted well to the proposed Innova Offer.
While it is unfortunate that Amaya, Inc. has entered into a Support
Agreement with Pollard at such a low Offer price, we believe the Innova
Special Committee is positioned to run a fulsome strategic review process.
We urge the Special Committee to communicate with prospective buyers that
it is willing to enter into a definitive sale agreement, with a customary
break-up fee, to mitigate the Amaya Support Agreement.
Ultimately, OCV believes that a sale of Innova is undeniably in the
best interests of all shareholders, and we have communicated this to the
Special Committee. We also believe that when combined with our holdings,
other major Innova shareholders representing more than 28% of the total
shares outstanding support our position that both the Pollard Offer is
inadequate and a transaction is the right outcome for all shareholders.
Orange Capital Ventures has engaged Norton Rose Fulbright Canada LLP
as its legal advisor in connection with its investment in Innova.
A copy of this press release may be obtained on Innova's SEDAR profile www.sedar.com.