Amaya Gaming buys Chartwell Technology2

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Amaya Gaming Buys Chartwell Technology


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Gambling technology firm Amaya Gaming Group Inc. has signed a deal to acquire gaming software company Chartwell Technology Inc. in a stock-and-cash deal valued at about $22.8 million. Under the proposed deal, Chartwell shareholders will receive 87.5 plus 0.125 of an Amaya share for each Chartwell share. Chartwell Shareholders will also have the right to elect to receive half of the total payment in the form of Amaya shares at a deemed value of $3 for each Amaya share up to a total of 3.8 million Amaya shares.

Amaya shares were unchanged at $2.94 on the TSX Venture Exchange, while Chartwell shares were up 25 cents or about 30 per cent to $1.07 on the Toronto Stock Exchange.

The companies said the deal will combine two experienced firms with complementary product offerings, technology and people.

"The proposed transaction represents a significant step for Amaya in our strategy to accelerate growth in the regulated interactive gaming industry," Amaya president and chief executive David Baazov said in a statement, continuing, "The combination of Chartwell and Amaya will increase shareholder value and benefit both companies, by leveraging complementary technologies and reinforcing capabilities to further penetrate target markets."

Following the deal, Chartwell shares will be delisted and the company will continue to be run by its current management as a wholly-owned subsidiary of Amaya.

The combination "presents a tremendous range of synergies which will benefit both companies and their customers," Chartwell president and chief executive Darold Parken said.

"The resulting company will have a significantly expanded product range, delivery channel capability and market reach."

Chartwell's board and executives, who collectively own a five per cent stake in the company, have signed lock-up agreements to support the deal. The offer is conditional on holders of at least another 20 per cent of the Chartwell shares signing similar lock-up agreements by May 27.

The deal is also subject to approval by two-thirds of the votes cast at a Chartwell shareholder meeting and a final fairness opinion.

The Chartwell shareholders meeting is expected in July.

Chartwell has agreed that it will not solicit or initiate any talk regarding a rival offer and Amaya has the right to match any competing offer if one is made. Both companies have also agreed to pay a break fee of $1 million to the other under certain other circumstances.

[Via: The Canadian Press]