Integrity Gaming (TSXV: IGAM) (OTCQX: IGAMF) Announces Completion of Acquisition by AGS
Vancouver, British Columbia - February 11, 2019 (Newsfile Corp.) (Investorideas.com Newswire) INTEGRITY GAMING CORP. (TSXV: IGAM) (OTCQX: IGAMF) ("Integrity" or the "Company") is pleased to announce the completion of the previously announced plan of arrangement (the "Arrangement") involving the Company, PlayAGS, Inc. (NYSE: AGS) ("AGS"), a wholly owned subsidiary of AGS (the "Purchaser") and the holders of common shares ("Shares"), options to purchase Shares ("Options"), and restricted share units ("RSUs") of Integrity (collectively, the "Securityholders"), whereby all of the issued and outstanding Shares were acquired by the Purchaser. Integrity is now a wholly owned subsidiary of the Purchaser.
The Arrangement was completed under the Business Corporations Act (British Columbia) and was approved at a special meeting of the Securityholders held on February 5, 2019 by approximately 99.99 percent of the votes cast by Securityholders present in person or by proxy at the meeting (99.99 percent after excluding the votes cast by those persons whose votes must be excluded in determining minority approval for the Arrangement pursuant to Multilateral Instrument 61-101- Protection of Minority Security Holders in Special Transactions). A final order approving the Arrangement was obtained from the Supreme Court of British Columbia on February 7, 2019.
Under the Arrangement, each shareholder of the Company received cash consideration of CAD$0.46 for each Share held, holders of all unexercised Options (including Options which had not vested) received, in respect of each Option held, CAD$0.46 in cash less the exercise price of such Option, and holders of RSUs (including RSUs which had not vested) received, in respect of each RSU held, CAD$0.46 in cash.
It is expected that the Shares will be de-listed from the TSX Venture Exchange on or about the close of trading on February 13, 2019 and Integrity will apply to the relevant securities commissions to cease to be a reporting issuer under Canadian securities laws.
Registered holders of Integrity Shares should send their completed and executed letters of transmittal and certificates representing their Integrity Shares to the depositary, Computershare Investor Services Inc., to receive the consideration to which they are entitled under the Arrangement. A copy of the letter of transmittal is available under the Company's profile on SEDAR at www.sedar.com.
AGS President and Chief Executive Officer David Lopez said, "We want to thank Integrity Gaming's shareholders for approving this transaction, and we look forward to providing Integrity's customers with exceptional service and support during and after the integration of our businesses. We appreciate the confidence of Integrity's shareholders that AGS will continue the business's momentum and ensure that Integrity's customers' best interests are at the heart of everything we do."
For further information, please contact:
Julia Boguslawski, Chief Marketing Officer and Executive Vice President of Investor Relations, AGS
Steven Kopjo, Director of Investor Relations, AGS
INTEGRITY GAMING CORP.
Cautionary Note Regarding Forward‐Looking Statements
Certain information in this news release is considered forward-looking within the meaning of certain securities laws and is subject to important risks, uncertainties and assumptions. This forward-looking information includes, among other things, information with respect to the Company's beliefs, plans, expectations, anticipations, estimates and intentions. The words "may", "could", "should", "would", "suspect", "outlook", "believe", "anticipate", "estimate", "expect", "intend", "plan", "target" and similar words and expressions are used to identify forward-looking information. The forward-looking information in this news release describes the Company's expectations as of the date of this news release. Forward-looking statements in this news release include, but are not limited to statements with respect to the expectation that the Shares will be delisted from the TSX Venture Exchange and that the Company will cease to be a reporting issuer.
The results or events anticipated or predicted in such forward-looking information may differ materially from actual results or events. Material factors which could cause actual results or events to differ materially from such forward-looking information include, among others, receiving the required stock exchange and regulatory approvals; future legislative and regulatory developments; and other risks. Readers are cautioned that the foregoing list is not exhaustive.
The Company cautions that the foregoing list of material factors is not exhaustive. When relying on the Company's forward-looking information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. The Company has assumed a certain progression, which may not be realized. It has also assumed that the material factors referred to in the previous paragraph will not cause such forward-looking information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE REPRESENTS THE EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS NEWS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE THE COMPANY MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME.
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