Shareholders representing over 71.1% of Seven Aces Shares Have Signed Voting Agreements in Support of the Arrangement
TORONTO, ON / ACCESSWIRE / July 30, 2020 / Seven Aces Limited (the 'Company' or 'Seven Aces') (TSXV:ACES)(OTC PINK:ACEXF) is pleased to announce that it has entered into an amending agreement dated July 30, 2020 (the 'Amending Agreement') with affiliates of Trive Capital Management LLC ('Trive Capital'), to amend the definitive arrangement agreement (the 'Arrangement Agreement') dated June 11, 2020 among the parties (the 'Arrangement').
Pursuant to the Amending Agreement, the cash consideration payable to the holders of common shares (the 'Shares') of Seven Aces (other than Ascendant Group Holdings Inc., a company controlled by Mr. Manu Sekhri (CEO of Seven Aces) (the 'Rollover Shareholder')) under the Arrangement has been increased to CDN $2.77 per Share, representing an increase of approximately 28.8% (or CDN $0.62 per Share) to the prior price of CDN $2.15 per Share. The revised price also represents an approximate 57.4% premium to the closing price of the Shares on June 11, 2020 (CDN $1.76), the last trading day prior to the public announcement of the Arrangement.
Mark Lerohl, Member of the independent Special Committee of Seven Aces' Board of Directors, stated: 'Following discussions with Trive Capital and our shareholders, Trive Capital offered to increase the consideration payable to Seven Aces shareholders by CDN $0.62 per Share, which we believe represents a compelling opportunity for our shareholders. The Special Committee and the Board of Directors have determined that the proposed transaction with Trive Capital, as amended, is in the best interest of Seven Aces and is fair to the Seven Aces shareholders (other than the Rollover Shareholder). Accordingly, the Special Committee and the Board of Directors (with Mr. Sekhri abstaining) unanimously support the Arrangement, as amended.'
'After extensive discussions with a number of shareholders and having entered into voting support agreements with additional supporting shareholders of Seven Aces, including Bedford Park Capital Corporation and JC Clark Ltd., to secure their support for the transaction we agreed to increase the price to CDN $2.77 per Share,' said Conner Searcy, Managing Partner of Trive Capital, 'We are pleased to have received the endorsement of these important institutional investors for the transaction and believe this achieves the best possible outcome for all stakeholders.'
The Amending Agreement includes an updated version of the plan of arrangement, which reflects the increased per Share consideration and certain other technical changes to the timing and manner of implementation of certain corporate steps in connection with the transaction, including technical changes requested by the Ontario Ministry of Government and Consumer Services, none of which will negatively impact shareholders of Seven Aces.
Voting Support Agreement
In conjunction with entering into the Amending Agreement, Trive Capital also entered into voting support agreements with additional supporting shareholders of Seven Aces, including Bedford Park Capital Corporation and JC Clark Ltd., which additional supporting shareholders collectively hold an aggregate of 32,698,232 Shares, pursuant to which these shareholders have agreed to vote their Shares in favor of the Arrangement, subject to the conditions set forth therein. After giving effect to these additional supporting shareholders, an aggregate of 52,914,712 Shares are subject to voting support agreements in respect of the Arrangement, representing approximately 71.1% of the issued and outstanding Shares.
Special Meeting of Shareholders
The Amending Agreement will not impact the timeline to hold the special meeting of shareholders of Seven Aces, scheduled to be held on August 5, 2020 to consider the Arrangement, or the anticipated timing for completion of the Arrangement, which is August 12, 2020 subject to satisfaction of the remaining closing conditions.
Shareholders are reminded that the deadline to vote by proxy is fast approaching. Shareholders must submit their proxy votes by no later than 9:00 a.m. (Toronto time) on July 31, 2020. The Board of Directors of Seven Aces (with Mr. Manu Sekhri abstaining) unanimously recommends that shareholders vote in favour of the Arrangement.
Your Vote is Important - Vote Today
Votes by proxy can be submitted electronically, by mail, or by phone, as further described in the management information circular dated June 29, 2020, to ensure your vote is received in a timely manner.
If you have any questions or if you require assistance with voting, please contact the Company's proxy solicitation agent, Kingsdale Advisors, by telephone at 1-877-659-1825 (toll-free) or 1-416-867-2272 (collect) or by email at email@example.com.
Seven Aces Board Recommendations
Seven Aces' Board of Directors, on the unanimous recommendation of the independent Special Committee of the Board of Directors, approved the Arrangement and the Amending Agreement and recommend that Seven Aces' shareholders vote in favor of the Arrangement.
Further details regarding the Arrangement are provided in Seven Aces' management information circular for the special meeting of shareholders of Seven Aces and in the Arrangement Agreement, copies of which are available on SEDAR (www.sedar.com) under Seven Aces' issuer profile. Additionally, copies of the Amending Agreement and the additional voting support agreements referenced above will shortly be filed and available on SEDAR (www.sedar.com) under Seven Aces' issuer profile.
Required Early Warning Report Information
Trive Capital and the Rollover Shareholder, and their respective affiliates and associates, collectively, have beneficial ownership and control over 19,624,855 Shares, representing approximately 26.4% of the issued and outstanding Shares, as well as subscription receipts and options convertible and/or exercisable, as applicable, for an additional 5,023,525 Shares, representing aggregate ownership of approximately 31.0% of the Shares assuming the conversion and exercise, as applicable, of such subscription receipts and options. Immediately following the completion of the Arrangement, Trive Capital and the Rollover Shareholder will own 100% of the issued and outstanding Shares.
Upon closing of the Arrangement, Trive Capital and the Rollover Shareholder intend to cause the Shares to be de-listed from the TSX Venture Exchange and to cause Seven Aces to submit an application to cease to be a reporting issuer under applicable Canadian securities laws and to otherwise terminate Seven Aces' public reporting requirements.
Amended early warning reports will be filed by Trive Capital and the Rollover Shareholder with applicable Canadian securities regulatory authorities. To obtain copies of any such amended early warning reports, please contact Stephanie Lippa as indicated below. The head office of Trive Capital is located at 2021 McKinney Avenue, Suite 1200, Dallas, Texas, USA, 75201. The head office of Ascendant Group Holdings Inc. is located at 79 Wellington Street West, Suite 1630, Toronto, Ontario, Canada, M5K 1H1.
Seven Aces' head office is located at 79 Wellington Street West, Suite 1630, Toronto, Ontario, Canada, M5K 1H1.
About Seven Aces Limited
Seven Aces Limited is a gaming company, with a vision of building a diversified portfolio of world class gaming operations. The Company looks to enhance shareholder value by growing organically and through acquisitions. Currently, the Company is the largest route operator of skill-based gaming machines in the State of Georgia, United States of America.
More information about the Company is available on Seven Aces' website (www.sevenaces.com).
About Trive Capital
Trive Capital is a Dallas, Texas based private equity firm managing approximately US$2 billion in aggregate capital commitments. Trive Capital focuses on investing equity and debt in what it sees as strategically viable middle-market companies with the potential for transformational upside through operational improvement. Trive Capital seeks to maximize returns through a hands-on partnership that calls for identifying and implementing value creation ideas.
For further information about Seven Aces, please contact:
Chief Financial Officer
Tel. (647) 228-8668
Tel. (416) 477-3411
Cautionary Statement Regarding Forward-Looking Information
This news release may contain forward-looking statements or 'forward-looking information' within the meaning of applicable Canadian securities laws ('forward-looking statements'). Often, forward-looking statements, which are based on current expectations, estimates and projections about the industry and markets in which Seven Aces operates, and beliefs of and assumptions made by Seven Aces' management, involve risks and uncertainties, which are difficult to predict and are not guarantees of future performance, that could significantly affect the financial results, performance or expectations of Seven Aces. The Arrangement Agreement contains conditions to closing and there is no assurance that these conditions will be satisfied or waived prior to the outside date provided therein or at all, and there are no assurances that the Arrangement will be completed. All statements, other than statements of historical facts, that are presented herein, or in response to questions or otherwise, that address activities, events or developments that may occur in the future, including such matters as activities related to Seven Aces' financial or operational projections, projected synergy, development or operation of new innovative software solutions, the growth of Seven Aces' businesses and operations, and the anticipated timing for completion of the Arrangement (often, but not always, through the use of words or phrases, or the negative variations of those words or other comparable words of a future or forward- looking nature, including, but not limited to, 'intends,' 'plans,' 'will likely,' 'unlikely,' 'believe,' 'expect,' 'seek,' 'anticipate,' 'estimate,' 'continue,' 'will,' 'shall,' 'should,' 'could,' 'may,' 'might,' 'predict,' 'project,' 'forecast,' 'target,' 'potential,' 'forecast,' 'goal,' 'objective,' 'guidance' and 'outlook'), are forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements. Although Seven Aces believes that in making any such forward-looking statement, Seven Aces' expectations are based on reasonable assumptions, any such forward-looking statement involves known and unknown risks and uncertainties that could cause results to differ materially from those projected in or implied by any such forward-looking statement, including but not limited to adverse changes in general economic or market conditions or changes in political conditions or federal, provincial or state laws and regulations and the ability of the parties to achieve all of the conditions to the closing in order to consummate the Arrangement (including obtaining any necessary shareholder, court and regulatory approvals for the Arrangement). Any forward-looking statement speaks only at the date on which it is made, and except as may be required by law, Seven Aces does not undertake any obligation to update any forward-looking statement to reflect new events or circumstances after the date on which it is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for Seven Aces to predict all of them, or assess the impact of each such factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement. Any forward-looking statement contained in this news release is expressly qualified in its entirety by this cautionary statement.
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.
SOURCE: Seven Aces Limited
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