December 16,2011 : Veteran software developer Cryptologic reveals that its acquistion by Amaya Gaming in an all cash deal may be imminent
One of the online gambling industry's pioneer software development companies, Cryptologic Limited, may soon become a subsidiary in the burgeoning Amaya Gaming group, which snapped up another internet gambling software firm, Chartwell Technology earlier this year.
In a regulatory disclosure Thursday, Cryptologic made the customary cautionary statement that a deal may not be concluded, but notified interested parties that its board of directors had agreed in principle the outline terms of a possible recommended all cash offer from Montreal-based Amaya Gaming for the acquisition of the entire issued and to be issued share capital of CryptoLogic at US$2.50 in cash per common share.
Amaya will now be given access to complete its due diligence.
The offer represents a premium of 52 percent over the closing share price of US$1.64 per common share on NASDAQ on 14 December 2011.
"The discussions with Amaya are at a preliminary stage and the possible offer is subject to the satisfaction (or waiver by Amaya) of certain pre-conditions including, inter alia, the satisfactory completion of confirmatory due diligence by Amaya, unanimous recommendation by the Board of CryptoLogic and confirmation by Amaya that it has sufficient funds to complete the offer," the Cryptologic statement reads.
"In accordance with Rule 2.6(a) of the Code, Amaya is now required, by not later than 5.00 p.m. on 12 January 2012, to either announce a firm intention to make an offer for the Company in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can only be extended with the consent of the Panel in accordance with Rule 2.6(c) of the Code."
The embryo deal allows sufficient flexibility for both companies to further negotiate the terms.