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Sponsorship by Leading Investment Manager to bring additional gaming and hospitality industry expertise to Great Canadian
Apollo expresses support for the safe reopening and re-welcoming of team members in compliance with all applicable health and safety restrictions
TORONTO, November 10, 2020 / CNW / – Great Canadian Gaming Corporation (TSX: GC) (“Great Canadian” or the “Company”) announced today that it has entered into a definitive agreement to be acquired by funds (the “Apollo Funds”) managed by Apollo affiliates Global Management, Inc. (NYSE: APO) (together with its consolidated subsidiaries, “Apollo”). Under the terms of the agreement, Apollo Funds will acquire all outstanding shares of Great Canadian common stock for C $ 39.00 per share in a transaction with a total firm valuation greater than C $ 3.3 billion.
The purchase price represents a 59% premium for the 30-day VWAP starting at November 9, 2020.
After the close of the transaction, Great Canadian will remain headquartered in Toronto, led by a Canadian management team and with Canadian board members. Apollo also anticipates that some Canadian institutions may co-invest in the transaction to become owners of shares in the Company alongside the Apollo Funds upon completion of the acquisition. Apollo is a responsible sponsor and has a long track record of successfully investing in companies in highly regulated industries as well Canadaheadquartered company.
“The Board of Directors, based on a recommendation from the Special Committee of Independent Directors, unanimously concluded that this transaction represents the best course of action for the Company. Factoring in our long-term outlook, this transaction will unlock value for the our shareholders at a significant premium over our current share price, “he said Rod Baker, Chief Executive Officer of the Company.
“We are delighted that this transaction represents a great opportunity for our shareholders, while continuing to support long-term business success. We believe this transaction is beneficial to our shareholders, our team members, our guests and others. stakeholders as we continue to execute our operational and development plans into 2021 and beyond, as we navigate this volatile period. Additionally, we believe Apollo’s vast experience in the gaming industry will provide additional strategic benefits to expand our gaming and hospitality offerings and to secure our position as a long-term market leader, “concluded Baker.
Apollo is committed to maintaining the company’s current operational footprint and expects Great Canadian’s holdings to increase under ownership of the Apollo funds. Apollo intends to help drive additional and incremental growth through initiatives such as the expansion of non-gaming facilities, expanded marketing and loyalty programs, and game enhancements that leverage the scale of the company’s platform. Apollo recognizes Great Canadian’s strong track record of corporate citizenship and community involvement and will continue this legacy.
Alex van HoekApollo Partner said: “Great Canadian is a leader in the games and entertainment industry and based on our experience and knowledge of the space, we see opportunities to work with their talented team to drive further growth and value. With an industry-leading business portfolio and established presence in the best geographic markets around the world Canada, we’re thrilled to be able to deliver a better experience for more guests Canada. “
Van Hoek added, “We also recognize the challenges of current circumstances and are committed to working with the management team, regulators and health authorities to allow the Company to reopen its properties as soon as it is safe to do so. We are thrilled for the Company. to welcome the Great Canadian team members back to work and look forward to the time when employment and operations return to pre-COVID levels. Of course we are also firmly committed to abiding by the reopening rules applicable such as the health and safety of team members and guests will remain the top priority. ”
The transaction was unanimously approved by Great Canadian’s Board of Directors, which determined that the transaction was financially fair to shareholders and in the best interest of the Company. The Company and the Special Committee of the Board of Directors have received opinions on fairness from Scotiabank and CIBC World Markets Inc., respectively, that subject to the assumptions, qualifications and limitations contained therein that, on the date of each such opinion, the consideration to be received under the final settlement, it is financially fair to the shareholders of Great Canadian. Great Canadian’s Board of Directors also unanimously resolved to recommend that shareholders vote in favor of the transaction at the special meeting of shareholders that will be called to approve the transaction, which should be held at December 2020.
The transaction is not subject to a financing condition. The transaction is structured as an agreement under the Business Company Law (British Columbia). The transaction will be subject to a number of closing conditions, including customary provincial and federal regulatory approvals (also under the Canada Investment Act and the Competition Law (Canada)), the receipt of the necessary approvals by the shareholders, the receipt of the necessary approvals by the Court of Cassation of the British Columbiaand the Company maintaining its credit lines. Further details on the terms of the transaction are set out in the settlement agreement, which will be publicly presented by Great Canadian under its profile at www.sedar.com.
Further information on the transaction will be included in an information circular to be sent by post to Great Canadian shareholders. The transaction is expected to close in the second quarter of 2021.
Scotiabank serves as principal financial advisor to the Company and CIBC World Markets Inc. serves as financial advisor to the special committee. McMillan LLP serves as legal counsel to the Company and Blake, Cassels & Graydon LLP serves as legal counsel for the Special Committee.
Macquarie Capital acted as Apollo’s principal financial advisor on the transaction. Deutsche Bank Securities and Barclays also acted as financial advisors to Apollo. Apollo’s legal advisers were Akin Gump Strauss Hauer & Feld LLP, Paul, Weiss, Rifkind, Wharton & Garrison LLP and Osler, Hoskin & Harcourt LLP. Crestview Strategy serves as a public relations and government relations consultant with the Canadian government.
Apollo is a leading alternative investment manager with extensive experience in the gaming industry, including controlling investments made by its funds to grow and improve Aliante’s operations, Gala Coral, Gamenet and PlayAGS (formerly American Gaming Systems), whose collective operations span the United States, the United Kingdom and Italy. Apollo has a 30-year history of responsible investing, with its affiliate funds successfully owning companies in highly regulated industries such as gaming, healthcare, chemicals and aerospace.
ABOUT GREAT CANADIAN GAMING CORPORATION
Founded in 1982, Great Canadian Gaming Corporation is a Ontariobased company that operates 25 gaming, entertainment and hospitality facilities in Ontario, British Columbia, New Brunswick, is new scotland. Fundamental to the corporate culture is its commitment to social responsibility. “PROUD of our people, our business, our community” is the Great Canadian brand that unifies the Society’s community, volunteer and social responsibility efforts. As part of the PROUD program, Great Canadian supports more than 1,400 charitable and non-profit organizations worldwide each year Canada. In each Canadian gaming jurisdiction, a significant portion of gross gaming revenue from gaming facilities is retained by our Crown partners on behalf of their provincial government for the purpose of supporting programs such as health care, education and social services.
ABOUT APOLLO
Apollo is one of the world’s leading alternative investment managers with offices in New York, The Angels, San Diego, Houston, Bethesda, London, Frankfurt, Madrid, Luxembourg, Mumbai, Delhi, Singapore, Hong Kong, Shanghai is Tokyo. Apollo had assets under management of approx $ 433 billion as of September 30, 2020 in credit funds, private equity and real assets invested in a core group of nine sectors in which Apollo has considerable knowledge and resources. For more information on Apollo, visit www.apollo.com
NOTES WARNINGS REGARDING FORWARD STATEMENTS
This press release may contain forward-looking information under applicable securities law.
Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond the control of the Company and Apollo, which could cause actual results to differ materially from those disclosed or implied by such forward-looking information. These risks and uncertainties include, but are not limited to, the impact of global liquidity and credit availability and liquidity and market risks associated with our financial instruments; fluctuations in exchange rates and interest rates; fluctuations in operating results; economic uncertainty and financial market volatility; outbreaks of epidemics or pandemics and the response of governments to actual and potential epidemics or pandemics, including the current COVID-19 outbreak. These factors and other risks and uncertainties are discussed in the Company’s ongoing disclosure documents on file from time to time with Canadian securities regulators, including the “Risk Factors” section of the Company’s Annual Information Form and as identified in the register. disclosure of the Company on SEDAR at www.sedar.com.
Readers are cautioned not to place undue reliance on forward-looking information. The Company and Apollo undertake no obligation to revise forward-looking information to reflect subsequent events or circumstances except as required by law. The forward-looking information contained in this document is provided as of the date of this document, is subject to change after that date and is expressly qualified in its entirety by cautionary statements in this press release.
SOURCE Great Canadian Gaming Corporation
For More Information: Great Canadian Contact Information: For Investor Inquiries: [email protected], or Ms. Tanya Ruskowski, executive assistant to the chief executive and chairman, responsible for strategic growth and compliance, (604) 303-1000; For media inquiries: Chuck Keeling, Executive Vice President, Stakeholder Relations and Responsible Gaming, (778) 874-4942, [email protected]; Apollo Contact Information, For Investors: Ann Dai, Investor Relations Manager, Apollo Global Management, Inc., (212) 822-0678, [email protected]; For US media: Joanna Rose, Global Head of Corporate Communications, Apollo Global Management, Inc., (212) 822-0491, j[email protected]; For Canadian media: Kieran Lawler, Crestview Strategy, [email protected], 416-303-0799; Morgan Cates, Crestview Strategy, [email protected], 647-999-3024
Related links
www.greatcanadiancasinos.com
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