CryptoLogic Limited
("CryptoLogic")(TSX:CRY)(TSX:CXY)(NASDAQ:CRYP)(LSE:CRP) -
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION.
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE
ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN
ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF
THE CODE. THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE EVEN
IN THE EVENT THAT THE PRE-CONDITIONS SET OUT IN THIS ANNOUNCEMENT
ARE SATISFIED OR WAIVED.
The Board of CryptoLogic, a developer of branded online betting
games and Internet casino software, announces that it has agreed in
principle the outline terms of a possible recommended all cash
offer from Amaya for the acquisition of the entire issued and to be
issued share capital of CryptoLogic at US$2.50 in cash per common
share (the "Possible Offer"). On the basis of the Possible Offer
the Board of CryptoLogic has agreed to allow Amaya to conduct
confirmatory due diligence.
This would represent a premium of 52% over the closing share
price of US$1.64 per common share on NASDAQ on 14 December
2011.
The discussions with Amaya are at a preliminary stage and the
Possible Offer is subject to the satisfaction (or waiver by Amaya)
of certain pre-conditions including, inter alia, the satisfactory
completion of confirmatory due diligence by Amaya, unanimous
recommendation by the Board of CryptoLogic and confirmation by
Amaya that it has sufficient funds to complete the offer.
In accordance with Rule 2.6(a) of the Code, Amaya is now
required, by not later than 5.00 p.m. on 12 January 2012, to either
announce a firm intention to make an offer for the Company in
accordance with Rule 2.7 of the Code or announce that it does not
intend to make an offer, in which case the announcement will be
treated as a statement to which Rule 2.8 of the Code applies. This
deadline can only be extended with the consent of the Panel in
accordance with Rule 2.6(c) of the Code.
Amaya has given its consent to the inclusion of the terms of the
Possible Offer in this announcement but reserves the right,
pursuant to Rule 2.5(a) of the Code, to vary the form and/or mix of
the consideration and, with the recommendation and consent of the
Board of CryptoLogic, to make an offer for CryptoLogic at a price
lower than US$2.50 per common share. Amaya also reserves the right
to structure any acquisition of CryptoLogic or any of the assets of
CryptoLogic in any form whether by scheme of arrangement, takeover
offer or otherwise.
Further Information
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom, the United States or
Canada may be restricted by law and therefore any persons who are
subject to the laws or regulations of any jurisdiction other than
the United Kingdom, the United States or Canada or who are not
resident in the United Kingdom, the United States or Canada should
inform themselves about, and observe, any applicable requirements.
Any failure to comply with the applicable requirements may
constitute a violation of the laws and/or regulations of any such
jurisdiction.
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or the solicitation of an
offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities, or the solicitation of any
vote or approval in any jurisdiction, pursuant to this announcement
or otherwise. Any offer will be made solely by certain offer
documentation which will contain the full terms and conditions of
any offer, including details of how it may be accepted.
This announcement has been prepared in accordance with English
law and the Takeover Code and information disclosed may not be the
same as that which would have been prepared in accordance with the
laws of jurisdictions outside England.
A copy of this announcement will be available on CryptoLogic's
website (www.cryptologic.com) by no later than midday (London time)
on 16 December 2011. The announcement will also be available, in
due course, under CryptoLogic's profile on SEDAR in Canada at
www.sedar.com and on the SEC's website in the United States at
www.sec.gov/edgar.shtml. Neither the content of the websites
referred to in this announcement nor the content of any website
accessible from hyperlinks on CryptoLogic's website (or any other
website) is incorporated into, or forms part of, this
announcement.
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CODE AND
DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN
OFFER UNDER RULE 2.7 OF THE CODE. ACCORDINGLY, CRYPTOLOGIC
SHAREHOLDERS ARE ADVISED THAT THERE CAN BE NO CERTAINTY THAT AN
OFFER WILL BE MADE EVEN IN THE EVENT THAT THE PRE-CONDITIONS SET
OUT IN THIS ANNOUNCEMENT ARE SATISFIED OR WAIVED.
Deloitte Corporate Finance, which is authorised and regulated in
the United Kingdom by the Financial Services Authority, is acting
for CryptoLogic and no one else in connection with the Offer and
will not be responsible to anyone other than CryptoLogic for
providing the protections afforded to clients of Deloitte Corporate
Finance or for providing advice in relation to the Offer, the
contents of this announcement or any offer or arrangements referred
to in this announcement.
Disclosure requirements of the Takeover Code (the "Code")
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any paper offeror (being any offeror other than an
offeror in respect of which it has been announced that its offer
is, or is likely to be, solely in cash) must make an Opening
Position Disclosure following the commencement of the offer period
and, if later, following the announcement in which any paper
offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i)
the offeree company and (ii) any paper offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 pm (London time) on the 10th business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10th
business day following the announcement in which any paper offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any paper offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the
offeree company or of any paper offeror. A Dealing Disclosure must
contain details of the dealing concerned and of the person's
interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any
paper offeror, save to the extent that these details have
previously been disclosed under Rule 8. A Dealing Disclosure by a
person to whom Rule 8.3(b) applies must be made by no later than
3.30 pm (London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a paper
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Contacts: CryptoLogic Limited David Gavagan Chairman and Interim
CEO +353 (0)1 234 0400 CryptoLogic Limited Huw Spiers CFO +353 (0)1
234 0400 Financial Adviser to CryptoLogic: Deloitte Corporate
Finance Jonathan Hinton/David Smith +44 (0)20 7936 3000 Media
Enquiries: Luther Pendragon +44 (0)20 7618 9100 Neil Thapar Mobile:
+44 (0)7876 455323 Alexis Gore Mobile: +44 (0)7725 139686
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