- All-cash offer of $2.10 per Share
- Significant premium to INNOVA’s closing price prior to announcement of Pollard Banknote’s interest in INNOVA
- Allows all shareholders to realize immediate liquidity and certainty of value
- Supported by largest shareholder holding approximately 41% of the outstanding Shares, who has provided Pollard Banknote with a right to match
- Minimum tender condition will be satisfied if more than 50% of outstanding Shares tendered
- Offer not subject to due diligence or financing conditions
- Provides certainty to strategic review process
WINNIPEG, Manitoba, April 19, 2017 /CNW/ – Pollard Banknote Limited (TSX: PBL) (“Pollard Banknote”) today announced that a wholly-owned subsidiary of Pollard Banknote (the “Offeror”) has formally commenced its offer (the “Offer”) to acquire all of the issued and outstanding common shares (“Shares”) of INNOVA Gaming Group Inc. (“INNOVA”) for cash consideration of $2.10 per Share (the “Offer Price”).
The Offer Price represents a significant premium of approximately 39% to the closing price of $1.51 per Share on the Toronto Stock Exchange (the “TSX”) as of March 9, 2017, the last trading day prior to Pollard Banknote’s announcement of its initial proposal to the board of directors of INNOVA (the “INNOVA Board”) to acquire all of the Shares. The Offer Price also represents an approximate 36% premium to the volume weighted average trading price of $1.54 per Share on the TSX over the 20 trading days ended March 9, 2017. The Offer Price values INNOVA at an equity value of approximately $43 million.
The Offer will be open for acceptance until 5:00 p.m. (Toronto time) on August 3, 2017, unless the Offer is extended or withdrawn. INNOVA has the ability to shorten the deposit period to 35 days to allow Shareholders to sell their Shares under the Offer without delay.
The Offer is subject to customary conditions, including, among other things: (i) there having been validly deposited under the Offer and not withdrawn that number of Shares representing more than 50% of the outstanding Shares, excluding those Shares beneficially owned, or over which control or direction is exercised, by Pollard Banknote or by any person acting jointly or in concert with Pollard Banknote, which is a non-waivable condition, (ii) Pollard Banknote having determined, in its sole judgment, that there does not exist and there shall not have occurred or been publicly disclosed since the date of the Offer, a material adverse effect in respect of INNOVA, and (iii) certain regulatory approvals having been obtained and/or waiting periods expired. The Offer is not subject to any due diligence or financing condition. Full details of the Offer are included in the formal offer and take-over bid circular that has been filed with securities regulatory authorities. The Offer documents are available under INNOVA’s profile on SEDAR.
Pollard Banknote has retained Laurel Hill Advisory Group as its depositary and information agent in connection with the Offer.