Amaya completes sale of Cadillac Jack, provides corporate updates

Amaya has completed its previously announced sale (the "Transaction") of 100% of the issued and outstanding shares of Amaya Americas Corporation ("Amaya Americas"), the indirect parent company of Cadillac Jack to AGS LLC ("AGS"), an affiliate of funds managed by Apollo Global Management, LLC (APO).

Pursuant to the previously announced Stock Purchase Agreement, AGS has purchased all of the shares of Amaya Americas for an aggregate purchase price of approximately $476 million1, comprising cash consideration of approximately $461 million and a $15 million payment-in-kind ("PIK") note, bearing interest at 5.0% per annum and due on the eighth anniversary of the closing date. Proceeds from the Transaction were used to help repay in full Cadillac Jack's debt and other associated costs.

"Cadillac Jack has expanded its business greatly under Amaya's ownership to the credit of its management and its employees," said Amaya's Chairman and CEO, David Baazov. "It has enhanced its operational efficiencies and expanded its business both geographically, including acquiring multiple U.S. state commercial licenses, and by markets, including expansion in Class III and online gaming. We anticipate its combination with AGS will expedite the company's growth strategy."

"We are extremely pleased that we have been able to crystallize on the value that has been created within Cadillac Jack over the past two-and-a-half years for the benefit of our shareholders," added Baazov. "The Transaction results in both a strong return on our investment and a significant deleveraging event that puts us on the path to achieving our previously guided Adjusted Net Leverage Ratio2 of 4.0 to 4.5 by the end of the year. It is also consistent with our strategy to focus on our primary growth platform, our core B2C operations."

Macquarie Capital and Deutsche Bank Securities Inc. acted as Amaya's co-financial advisors in connection with the Transaction, and Greenberg Traurig, P.A. served as legal advisor to Amaya in connection with the Transaction.

Corporate Updates

AMF Update

As previously announced by Amaya, the Autorité des marchés financiers (the "AMF"), the securities regulatory authority in the Province of Quebec, is conducting an investigation into the trading of Amaya securities surrounding the announcement of the Oldford Group acquisition on June 12, 2014. The investigation involves employees of Amaya, including David Baazov, Chief Executive Officer of the Corporation and Daniel Sebag, Chief Financial Officer of the Corporation (but not involving any personal trading by such individuals). The AMF has neither announced any proceedings nor filed any charges.

A court order seal has been and remains in place with respect to details of the investigation by the AMF; Amaya is not permitted by law to disclose further details surrounding the AMF investigation.

Pursuant to a request from Amaya, the AMF has authorized Amaya to make the above-mentioned disclosure. Amaya and its management are solely responsible for the content of the disclosure in the following paragraphs.  The AMF has not in any way endorsed such content.

"To date, the AMF has neither threatened nor initiated any legal proceedings against the Corporation or its employees. Amaya has also not been provided with any evidence that any officers, directors, or other employees violated any securities laws or regulations," said Ben Soave, retired Chief Superintendent of the Royal Canadian Mounted Police, a member of Amaya's Compliance Committee and an advisor to the Corporation's Board of Directors since 2012. "Nonetheless, as we previously announced, the Corporation conducted an internal review, supervised by its independent board members with the assistance of external legal counsel, which thoroughly reviewed the relevant internal activities surrounding the Oldford Group acquisition. This review found no evidence of any violations of Canadian securities laws or regulations."

"Amaya's independent board members have been following this issue very closely and we fully support David Baazov, Daniel Sebag and Amaya's management team," said Dave Gadhia, Amaya's Lead Director and independent board member, and the former Executive Vice Chairman and CEO of Gateway Casinos & Entertainment Inc. "The Corporation is not aware of any reasonable basis for proceedings against Amaya or its directors, officers or employees. We will continue to cooperate with the AMF and intend to provide further updates on the investigation if and when it is permitted."

"We have been cooperating with the AMF since the announcement of our acquisition of Oldford Group," said Amaya's Chairman and CEO David Baazov. "I believe that any concerns that I or other Amaya officers or directors violated any Canadian securities laws are unfounded and we are confident that at the end of its investigation, the AMF will come to the same conclusion."

bwin.party Proposal

Amaya provided clarification that its previously announced agreement to jointly finance (subject to the satisfaction of certain conditions), along with GVC Holdings PLC (GVC.L) ("GVC"), GVC's proposed acquisition of the entire issued and to be issued share capital of global online gaming operator bwin.partydigital entertainment plc (BPTY.L) ("bwin.party"), does not contemplate the issuance of equity by Amaya. Amaya cautions that there is no agreement between GVC and bwin.party and there can be no guarantee that any discussions will result in any such agreement or the completion of any transaction. Amaya does not intend to provide further details on GVC's proposal, any related financing, including by Amaya, or any discussions regarding the same, until it is deemed necessary or appropriate.

Share Buy-back

Amaya has entered into an automatic share purchase plan (the "APP") with a broker to facilitate repurchases of its common shares ("Common Shares") under its TSX-approved normal course issuer bid ("NCIB"). Subject to certain TSX restrictions, as generally described in Amaya's February 13, 2015 press release, and to the terms and conditions of the APP, Amaya's broker may repurchase Common Shares under the APP at any time. Purchases of Common Shares under the NCIB may be made through the TSX or, pursuant to recently amended terms of the NCIB, on alternative trading systems. The APP, which the TSX has pre-cleared, will be effective beginning June 3, 2015 and will terminate upon the earlier of February 17, 2016 or the date on which the Corporation has purchased the maximum number of Common Shares permitted under the NCIB.  Amaya has not yet purchased any Common Shares pursuant to the NCIB.