Sun, 20 Jan 2019
-20
Montreal

MONTREAL - Canadian online gaming group Amaya entered into a definitive agreement to buy Rational Group Ltd, the world's largest poker business and owner and operator of the PokerStars and Full Tilt Poker brands for $4.9 billion in an all cash transaction that will make it the world's biggest publicly listed online gambling company.

Under the agreement between Amaya and privately held Oldford Group Limited , the parent company of Rational Group Ltd, shareholders of Oldford Group led by Mark Scheinberg, founder and Chief Executive Officer, will dispose of their shares to a wholly-owned subsidiary of Amaya, the Canadian company said in a statement Friday.

Scheinberg and other principals of Oldford Group will resign from all positions with Oldford Group and its subsidiaries on completion of the transaction, expected to be completed by 30 September.

Post the merger, the Rational Group's executive management team will be retained and online poker services provided by PokerStars and Full Tilt Poker will be unaffected by the transaction, with players continuing to enjoy uninterrupted access to their gaming experience, Amaya stated

The boards of directors of both Amaya and Oldford Group have unanimously approved the agreement.

Amaya stated that the transaction will be financed through a combination of cash on hand, new debt, a private placement of subscription receipts, a private placement of common shares and a private placement of non-voting convertible preferred shares.

Affiliates of GSO Capital Partners LP, the credit division of The Blackstone Group, have agreed to participate in the debt financing, to subscribe for $600 million in convertible preferred shares, and to purchase $55 million of common shares of the corporation with each common share priced at C$20 upon closing of the transaction.

An investment manager, on behalf of its clients, has agreed to participate in the debt financing, to subscribe for approximately $270 million in convertible preferred shares, and to purchase approximately $55 million of subscription receipts.

In recent years, Amaya has experienced rapid growth, partly through strategic acquisitions that have strengthened its core offering of B2B technology-based gaming solutions. Amaya has an expansive footprint in regulated markets in the U.S.A., Canada and Europe through the provision of its online, land-based and lottery solutions to licensed commercial, tribal and charitable gaming operations as well as government lotteries and gaming control agencies.

Rational Group's core business is PokerStars, launched in 2001. Since then, PokerStars has become the world's largest online poker site: hosting the most players, offering the largest prize pools and the greatest variety of poker games to millions of players.

Together with Full Tilt Poker, Rational Group holds a majority of the global market share in real money online poker and is a leader in almost every regulated market in which it operates.

Rational Group holds online poker licenses in 10 jurisdictions- more than any other gaming company including the major European markets of France, Italy and Spain. It is also the world's largest producer of live poker events and poker programming for television and online audiences.

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