Contagious Gaming Responds to Sportech News Release
August 17, 2015 (Source: Marketwired) — NOT FOR DISSEMINATION IN THE US OR THROUGH US NEWSWIRE SERVICES
Contagious Gaming Inc. (TSX VENTURE: CNS) (“Contagious Gaming” or the “Company“) would like to respond to a news release by Sportech PLC (“Sportech“) dated August 14, 2015 (the “News Release“). The News Release noted the recent press speculation surrounding a possible transaction between Sportech and Contagious Gaming. Sportech announced that it has received a proposal from Contagious Gaming regarding a possible recommended offer for the whole of the issued and to be issued ordinary share capital of Sportech. The News Release further stated any recommended offer from Contagious Gaming may comprise of cash and Contagious Gaming shares.
Contagious Gaming confirms that it is in discussions with Sportech on a possible business combination that may create a combined, technology-focused, sports wagering company and a global leader in regulated pari-mutuel wagering (the “Business Combination“).
The News Release by Sportech was an announcement under Rule 2.4 of the City Code on Takeovers and Mergers (the “Code“). Contagious Gaming has not made a firm intention statement regarding the proposed Business Combination as outlined under Rule 2.7 of the Code.
A proposal has been made to Sportech with respect to the Business Combination which the Company expects to create significant shareholder value for existing and potential new shareholders of Sportech and Contagious Gaming. The proposed Business Combination is subject to a number of conditions, including securing appropriate debt and equity financing. There can be no certainty that the submission of the proposal will lead to Contagious Gaming making a formal offer or, in turn, the completion of the Business Combination.
In accordance with Rule 2.6(a) of the Code, Contagious Gaming must, by no later than 5.00 p.m. on 11 September 2015, either announce a firm intention to make an offer for Sportech 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 will only be extended with the consent of Sportech and the Takeover Panel (the “Panel“).
Sportech is a sports wagering company listed on the London Stock Exchange. Sportech is comprised of three business divisions: Sportech Racing and Digital, Sportech Venues and The Football Pools. In 2014, Sportech generated revenues of £104 million (CDN $213 million) and Adjusted EBITDA(1) of £24 million (CDN $49 million) in fiscal year 2014.
Business Combination Rationale
The following rationale is subject to the successful completion of the Business Combination. There can be no certainty that the submission of the proposal will lead to Contagious Gaming making a formal offer or, in turn, the completion of the Business Combination.
- The Business Combination will create the largest pure play sports focused gaming company on the TSX
- Combines a technology driven company focused on developing online/ mobile solutions for the sports betting and lottery markets with the UK’s largest private sports lottery
- The new entity will be a leader in sports betting, offering live in-play wagering opportunities on a fixed odds and pari-mutuel basis to regulated markets globally(2)
This announcement has not been made with the agreement or approval of Sportech.
- Adjusted EBITDA is stated before exceptional costs and share option expense as stated in Sportech’s 2014 Annual Report.
- Subject to the completion of Contagious Gaming’s acquisition of Digitote Limited and Digitote Software GmbH Deutschland (together “Digitote“).
Note: all GBP has been converted to CDN $ at an FX rate of 1:2.05
About Contagious Gaming
Contagious Gaming Inc. (TSX VENTURE: CNS) is a rapidly emerging developer of unique and engaging software solutions for regulated gaming and lottery operators around the world. The Company is currently focused on deploying its first-to-market lottery-style sports betting platform in the United Kingdom and its proprietary digital instant lottery content in the United States and other international jurisdictions. Contagious Gaming’s sports betting platform is the first sports betting system to allow players to chase a dynamic jackpot live during Premier League soccer matches. The Company is a first mover in the roll-out of digital instant lottery content in the United States. For more information on Contagious Gaming please visit www.contagiousgaming.com.
Relevant Securities in Issue
In accordance with Rule 2.10 of the Code, Contagious Gaming confirms that, as at the close of business on 14 August 2015, its issued share capital comprised 73,849,479 common shares. The International Securities Identification Number for these securities is CA2107371023.
Rule 26.1 disclosure
In accordance with Rule 26.1 of the Code, a copy of this announcement will be available on the Contagious Gaming website by no later than 12 noon on the business day following the date of this announcement: www.contagiousgaming.com / www.contagiousgaming.com/news/
Dealing disclosure requirements
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 securities exchange 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 securities exchange 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 securities exchange 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 securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange 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 securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange 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 securities exchange offeror(s), 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 securities exchange 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.
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 release.
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.
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, risks arising from general economic conditions and adverse industry events.
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.
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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