- Transaction represents a 25.4% premium to the 10-day volume weighted average price ending June 11, 2020
- Transaction will provide near-term liquidity and certainty of value to Shareholders
- Acquisition will enhance and accelerate Seven Aces' strategic vision under Trive Capital's ownership
- Transaction has received unanimous approval of the Board and Special Committee of Seven Aces
- Shareholders of Seven Aces holding approximately 26.8% of the outstanding shares have entered into voting support agreements in support of the transaction
TORONTO, ON / ACCESSWIRE / June 11, 2020 / Seven Aces Limited (the "Company" or "Seven Aces") (TSXV:ACES)(OTC:ACEXF) is pleased to announce that it has entered into a definitive arrangement agreement dated June 11, 2020 (the "Arrangement Agreement") whereby an affiliate of Trive Capital Management LLC ("Trive Capital") has agreed to acquire all of the issued and outstanding common shares of Seven Aces (the "Shares") other than those Shares owned by Ascendant Group Holdings Inc., a company controlled by Mr. Manu Sekhri (CEO of Seven Aces) (the "Rollover Shareholder"), in exchange for cash consideration of CDN $2.15 per Share (the "Arrangement"), subject to customary closing conditions. The Arrangement will be completed by way of a statutory plan of arrangement under the Business Corporations Act (Ontario).
The purchase price of CDN $2.15 per Share represents a total equity value of the Company, on a fully-diluted basis, of approximately CDN $178.6 million. The purchase price of CDN $2.15 per Share also represents a premium of approximately 22.2% and 25.4% to the closing price (CDN $1.76) and the 10-day volume weighted average price (CDN $1.71), respectively, of the Shares on the TSX Venture Exchange (the "Exchange") as of the close of market trading on June 11, 2020 (being the last trading day prior to the announcement of the Arrangement).
"Trive Capital has taken a long-term approach to the stewardship of Seven Aces and the business of Lucky Bucks, having been part of this business from the beginning as its initial credit investor and current equity investment," said Conner Searcy, Managing Partner of Trive Capital. "This transaction is a win-win for the existing shareholders of Seven Aces, who will realize near-term liquidity and certainty of value, and for Trive Capital, who will be partnering for a second time with Manu Sekhri, the Chief Executive Officer of Seven Aces, and the current management team and existing employee base of Seven Aces to grow the Lucky Bucks business in a private company context."
"Today's announcement reflects the culmination of the efforts of the Special Committee formed to review strategic alternatives and conduct discussions with interested parties," said Chad Williams, Chairman of the Special Committee. "Despite challenging market conditions, Trive Capital's all-cash transaction not only provides liquidity at a significant premium for Seven Aces shareholders, but it is also a great outcome for our employees and other stakeholders. We look forward to successfully completing this transaction in Q3 2020, and wish our management team all the best in their partnership with Trive Capital going forward."
Particulars of the Arrangement
Under the terms of the Arrangement Agreement, shareholders of Seven Aces (the "Shareholders") (other than the Rollover Shareholder) will be entitled to receive cash consideration of CDN $2.15 in exchange for each Share held immediately prior to the effective time of the Arrangement. In addition, each holder of an in-the-money option outstanding immediately prior to the effective time of the Arrangement will be entitled to receive a cash payment equal to the difference between CDN $2.15 per Share and the exercise price of such option.
Shareholder Approval and Support
The Arrangement will require the approval of the Shareholders at a special meeting expected to take place in July 2020 (the "Seven Aces Meeting"). In order to become effective, the Arrangement must be approved at the Seven Aces Meeting by: (i) at least two-thirds of the votes cast by Shareholders on a resolution approving the Arrangement; and (ii) a simple majority of the votes cast by Shareholders on a resolution approving the Arrangement, excluding for this purpose the votes attached to the Shares held by persons required to be excluded for purposes of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (including the 14,213,572 Shares held by Ascendant Group Holdings Inc., a company controlled by Mr. Manu Sekhri (CEO of Seven Aces), which is not considered to be arm's length to the Company).
Ascendant Group Holdings Inc., each of the directors and executive officers of Seven Aces, and certain other Shareholders, who collectively own or control, directly or indirectly, approximately 26.8% of the Shares, have entered into voting support agreements with affiliates of Trive Capital to, among other things, vote their Shares in favour of the Arrangement, subject to the provisions thereof.
Required Approvals and Conditions to Closing
The Arrangement is subject to, among other things, (i) the approval of the Exchange, (ii) the approval of the Ontario Superior Court of Justice (Commercial List) by way of interim and final orders, (iii) expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (United States), and (iv) the satisfaction or waiver of certain closing conditions customary in transactions of this nature, including the absence of material adverse changes in the business and affairs of Seven Aces. Subject to the satisfaction of such conditions, the Arrangement is expected to close in Q3 2020.
Board and Special Committee Approval
The board of directors of Seven Aces (the "Board") established a special committee of the Board (the "Special Committee"), comprised of independent members of the Board, to assist in the evaluation, supervision and negotiation of the Arrangement.
Cormark Securities Inc. ("Cormark Securities") delivered a fairness opinion (the "Fairness Opinion") to the Special Committee to the effect that, as of June 9, 2020, the consideration to be received by the securityholders of Seven Aces (other than the Rollover Shareholder) (collectively, the "Securityholders") pursuant to the Arrangement is fair, from a financial point of view, to such Securityholders. Based on, among other things, the unanimous recommendation of the Special Committee and the receipt of the Fairness Opinion, the Board unanimously approved the Arrangement, having determined that the Arrangement is in the best interests of Seven Aces and fair to the Securityholders.
The full text of the Fairness Opinion, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations and qualifications on the review undertaken, along with the terms and conditions of the Arrangement, will be included in the management information circular of Seven Aces in connection with the Seven Aces Meeting, which is expected to be mailed to the Shareholders in late June or early July 2020.
The Board unanimously recommends that Shareholders vote "FOR" the Arrangement.
The Arrangement Agreement includes representations, warranties and covenants typical of a transaction of this nature, along with customary non-solicitation, right to match, and fiduciary-out provisions. In addition, Seven Aces has agreed to pay a termination fee of CDN $6.85 million if the Arrangement Agreement is terminated in certain circumstances, including if Seven Aces enters into an agreement with respect to a superior proposal or if the Board or Special Committee withdraws its recommendation with respect to the Arrangement. In addition, a reverse termination fee of CDN $22.5 million is payable to the Corporation in certain circumstances. There are no finder's fees payable in connection with the Arrangement.
Following the closing of the Arrangement, the Shares are expected to be de-listed from the Exchange.
The Arrangement Agreement, which describes the full particulars of the Arrangement, will be made available on SEDAR (www.sedar.com) under Seven Aces' issuer profile.
Cormark Securities Inc. is serving as financial advisor to Seven Aces. Bennett Jones LLP is acting as legal advisor to Seven Aces. Katten Muchin Rosenman LLP is acting as U.S. legal advisor to Seven Aces. Norton Rose Fulbright Canada LLP is acting as legal advisor to the Special Committee.
Stikeman Elliott LLP is serving as legal advisor to Trive Capital. Greenberg Traurig, LLP is acting as U.S. legal advisor to Trive Capital.
Required Early Warning Report Information
Trive Capital and the Rollover Shareholder, and their respective affiliates and associates, collectively, have beneficial ownership and control over 19,122,080 Shares, representing approximately 26.2% of the issued and outstanding Shares, as well as warrants and options to purchase an additional 5,526,300 Shares, representing aggregate ownership of approximately 31.4% of the Shares assuming the exercise of such warrants and options. Immediately following the completion of the Arrangement, Trive Capital and the Rollover Shareholder will own 100% of the issued and outstanding Shares.
Upon closing of the Arrangement, Trive Capital and the Rollover Shareholder intend to cause the Shares to be de-listed from the Exchange and to cause Seven Aces to submit an application to cease to be a reporting issuer under applicable Canadian securities laws and to otherwise terminate Seven Aces' public reporting requirements.
Early warning reports will be filed by Trive Capital and the Rollover Shareholder with applicable Canadian securities regulatory authorities. To obtain copies of any such early warning reports, please contact Stephanie Lippa as indicated below. The head office of Trive Capital is located at 2021 McKinney Avenue, Suite 1200, Dallas, Texas, USA, 75201. The head office of Ascendant Group Holdings Inc. is located at 79 Wellington Street West, Suite 1630, Toronto, Ontario, Canada, M5K 1H1.
Seven Aces' head office is located at 79 Wellington Street West, Suite 1630, Toronto, Ontario, Canada, M5K 1H1.
About Seven Aces Limited
Seven Aces Limited is a gaming company, with a vision of building a diversified portfolio of world class gaming operations. The Company looks to enhance shareholder value by growing organically and through acquisitions. Currently, the Company is the largest route operator of skill-based gaming machines in the State of Georgia, United States of America.
More information about the Company is available on Seven Aces' website (www.sevenaces.com).
About Trive Capital
Trive Capital is a Dallas, Texas based private equity firm managing approximately US$2 billion in capital. Trive focuses on investing equity and debt in what it sees as strategically viable middle-market companies with the potential for transformational upside through operational improvement. Trive seeks to maximize returns through a hands-on partnership that calls for identifying and implementing value creation ideas.
For further information about Seven Aces, please contact:
Chief Financial Officer
Tel. (647) 228-8668
Tel. (416) 477-3411
Cautionary Statement Regarding Forward-Looking Information
This news release may contain forward-looking statements or "forward-looking information" within the meaning of applicable Canadian securities laws ("forward-looking statements"). Often, forward-looking statements, which are based on current expectations, estimates and projections about the industry and markets in which Seven Aces operates, and beliefs of and assumptions made by Seven Aces' management, involve risks and uncertainties, which are difficult to predict and are not guarantees of future performance, that could significantly affect the financial results of Seven Aces. The Arrangement Agreement contains conditions to closing and there is no assurance that these conditions will be fulfilled prior to the outside date provided therein. All statements, other than statements of historical facts, that are presented herein, or in response to questions or otherwise, that address activities, events or developments that may occur in the future, including such matters as activities related to Seven Aces' financial or operational projections, projected synergy, development or operation of new innovative software solutions, and the growth of Seven Aces' businesses and operations (often, but not always, through the use of words or phrases, or the negative variations of those words or other comparable words of a future or forward- looking nature, including, but not limited to, "intends," "plans," "will likely," "unlikely," "believe," "expect," "seek," "anticipate," "estimate," "continue," "will," "shall," "should," "could," "may," "might," "predict," "project," "forecast," "target," "potential," "forecast," "goal," "objective," "guidance" and "outlook"), are forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements. Although Seven Aces believes that in making any such forward-looking statement, Seven Aces' expectations are based on reasonable assumptions, any such forward-looking statement involves known and unknown risks and uncertainties that could cause results to differ materially from those projected in or implied by any such forward-looking statement, including but not limited to adverse changes in general economic or market conditions or changes in political conditions or federal, provincial or state laws and regulations and the ability of the parties to achieve all of the conditions to the closing in order to consummate the Arrangement (including obtaining any necessary shareholder, court and regulatory approvals for the Arrangement). Any forward-looking statement speaks only at the date on which it is made, and except as may be required by law, Seven Aces does not undertake any obligation to update any forward-looking statement to reflect new events or circumstances after the date on which it is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for Seven Aces to predict all of them, or assess the impact of each such factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement. Any forward-looking statement contained in this news release is expressly qualified in its entirety by this cautionary statement.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
SOURCE: Seven Aces Limited