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Amaya Completes $150 million sale of Chartwell and Cryptologic to NYX

31 Jul 2015

MONTREAL, Quebec -- (PRESS RELEASE) -- Amaya Inc. today announced the completion of its sale of its B2B online gaming businesses, Amaya (Alberta) Inc. and Cryptologic Limited, to NYX Gaming Group Limited for $150,000,000. All dollar ($) figures contained herein are in Canadian dollars unless noted otherwise.

Chartwell, which Amaya purchased in July 2011, operates a B2B online casino gaming platform and an online casino gaming titles business. Cryptologic, which Amaya purchased in April 2012, owns a B2B library of online casino games and operates an online casino software and services business.

The terms of the transaction included the sale of 100% of the issued and outstanding shares of Chartwell to NYX Digital Gaming (Canada) ULC, a wholly-owned subsidiary of NYX, and 100% of the issued and outstanding shares of Cryptologic to NYX, each pursuant to a share purchase agreement, dated April 9, 2015, as amended on July 31, 2015.

The total consideration for the Transaction was $150,000,000 on a cash-free and debt-free basis, subject to working capital adjustments. A total of $110,000,000 of the Purchase Price was paid in cash ($50,000,000 by NYX Digital and $60,000,000 by NYX) and the balance of the Purchase Price was paid through the issuance by NYX Digital of exchangeable preferred shares with a value of $40,000,000 as of the issuance date.

The exchangeable preferred shares (i) rank in priority to all common shares and any other preferred shares of NYX Digital outstanding as of the closing of the Transaction in the event of the winding-up, dissolution or liquidation of NYX Digital; (ii) are redeemable for cash at any time at the option of NYX Digital and are subject to mandatory redemption in the event of any financing completed by NYX or any of its affiliates, in each case at a price equal to an initial liquidation preference of $40,000,000, as adjusted from time to time; (iii) are not entitled to receive any dividends; (iv) are not transferrable or assignable, except to an affiliate; and (v) are exchangeable into NYX ordinary shares at any time after six months from the closing date, in whole or in part, upon 35 days' advance written notice to NYX Digital, at the then applicable exchange ratio, which is initially 8 million NYX ordinary share per exchangeable preferred share of NYX Digital. The exchange ratio will increase after six months at an initial rate of 3%, followed by 6% every six months from months 12 to 24 and 9% every six months thereafter.

As part of the Transaction and as previously announced by Amaya, a subsidiary of Amaya entered into a supplier licensing agreement with NYX pursuant to which NYX will provide certain casino gaming content to Amaya's real-money casino offering which Amaya intends to integrate into the PokerStars and Full Tilt branded casino websites.
 
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