Upon closing of the Transaction, Amaya is expected to pay us$ 25 million, subject to customary purchase price adjustments, to acquire 100% of the equity of Diamond Game and to retire its debt. Amaya will finance the consideration to be paid for the Transaction through cash on hand. Closing of the transaction will be subject to Amaya receiving all necessary licensing and regulatory approvals and is expected to occur during the fourth quarter of 2013.
"Diamond Game's sale to Amaya exemplifies the hard work and dedication of our management team and employees over the past 19 years, who have established Diamond Game as an innovative supplier to the gaming industry," commented Jim Breslo, President and CEO of Diamond Game. "The Transaction unlocks value for both companies by pairing our patented technology, innovative products and key contracts in the Lottery segment with a well-capitalized entity in Amaya, which possesses a solid foundation of expertise throughout its organization as well as key relationships throughout the industry. The Transaction marks a significant milestone for us, and a value-maximizing opportunity for Diamond Game's shareholders which could not be overlooked by our Board of Directors."
"Diamond Game's lottery technology will increase our lottery footprint in North America while anticipated to be accretive to adjusted EBITDA," said David Baazov, CEO of Amaya Gaming Group. "We see upside for its latest lottery product, the LT-3, which has already been placed in Maryland and Ontario and which Diamond Game expects to be placed in new jurisdictions in the near future. Our extensive game library can be integrated with their lottery technology."
Concurrently with the execution of the definitive purchase agreement, Amaya has agreed to make available to Diamond Game credit facilities of up to us$ 2.5 million to support equipment acquisition to fulfill existing contracts by Diamond Game until closing of the Transaction.
Expected Benefits of the Transaction
-- Anticipated by management to be immediately accretive to adjusted EBITDA
-- The corporation has identified a number of potential synergies including:
-- Integrating Amaya's extensive games into Diamond Game's Lottery
Technology
-- Leveraging Amaya's network of relationships to provide new revenue
opportunities for Diamond Game
-- Leveraging Diamond Game's US Lottery relationships for the expanded
deployment of Amaya's suite of products