TORONTO, Sept. 10, 2021 /CNW/ - Great Canadian Gaming Corporation (TSX: GC) ("Great Canadian" or the "Company") today announced that it has received all regulatory approvals required in connection with the previously announced plan of arrangement under section 288 of the Business Corporations Act (British Columbia) pursuant to which Raptor Acquisition Corp., an affiliate of funds managed by affiliates of Apollo Global Management, Inc. (NYSE: APO), will acquire all the issued and outstanding common shares of the Company (the "Shares") at a price of C$45.00 in cash per Share (the "Arrangement").
Subject to the satisfaction of customary closing conditions, it is expected that the closing of the Arrangement (the "Closing") will occur on or about September 23, 2021.
"On behalf of the company's board of directors, I want to extend a sincere thank you to the entire Great Canadian team for their tireless efforts and dedication in not only supporting the significant amount of work undertaken to complete the Apollo transaction over the past ten months, but concurrently supporting the reopening of all of our properties across Canada," stated Peter Meredith, the Company's Chairman.
"There was no playbook for our company to turn to in order to combat the unprecedented impact of the pandemic, but our team created a robust work plan to safely and successfully navigate through such turbulent times. To do this while also working to complete the Apollo transaction is truly remarkable and a testament to the commitment, work ethic and dedication of our management team," concluded Meredith.
Concurrent with the anticipated closing date of September 23, 2021, the Company intends to defease and redeem $189,000,000 aggregate principal amount of 5.25% senior unsecured debentures (the "Debentures") pursuant to the indenture governing the Debentures (the "Indenture"). The completion of the Arrangement constitutes a "Change of Control" under the Indenture permitting the Company to defease and redeem the Debentures pursuant to Sections 2.4(9)(k) and 9.5 of the Indenture. Upon Closing, the Company will deposit funds (the "Deposit") with the trustee for the Debentures sufficient to pay the total redemption payment payable by the Company to holders of Debentures pursuant to Section 2.4(9)(k) of the Indenture ($1,118.27 per $1,000 principal amount of Debentures). The total redemption payment per Debenture equals to 103.9375% of the principal amount plus an amount equal to the interest that (i) accrued and is unpaid as at the date of redemption, being the date of Closing, and (ii) would have accrued and been payable up to, and including, December 31, 2022 had such Debentures not been redeemed pursuant to Section 2.4(9)(k) of the Indenture. On the making of the Deposit, holders of the Debentures will have no further rights or entitlements under the Debentures or the Indenture, other than to receive the redemption payment described above.
Following completion of the Arrangement, it is anticipated that the Shares and Debentures will be delisted from the Toronto Stock Exchange and the Company will apply to cease to be a reporting issuer under applicable Canadian securities laws.
ABOUT GREAT CANADIAN GAMING CORPORATION
Founded in 1982, Great Canadian is an Ontario based company that operates 25 gaming, entertainment and hospitality facilities in Ontario, British Columbia, New Brunswick, and Nova Scotia. Fundamental to the Company's culture is its commitment to social responsibility. "PROUD of our people, our business, our community" is Great Canadian's brand that unifies the Company's community, volunteering and social responsibility efforts. Under the PROUD program, Great Canadian annually supports over 1,400 charitable and non-profit organizations across 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 like healthcare, education and social services.
Apollo is a high-growth, global alternative asset manager. We seek to provide our clients excess return at every point along the risk-reward spectrum from investment grade to private equity with a focus on three business strategies: yield, hybrid and opportunistic. Through our investment activity across our fully integrated platform, we serve the retirement income and financial return needs of our clients, and we offer innovative capital solutions to businesses. Our patient, creative, knowledgeable approach to investing aligns our clients, businesses we invest in, our employees and the communities we impact, to expand opportunity and achieve positive outcomes. As of June 30, 2021, Apollo had approximately $472 billion assets under management. To learn more, please visit www.apollo.com.
CAUTIONARY NOTES REGARDING FORWARD-LOOKING STATEMENTS
Certain statements made in this news release are forward-looking statements within the meaning of applicable securities laws, including, but not limited to, statements with respect to the satisfaction or waiver of conditions to closing of the Arrangement, the expected closing date of the Arrangement, expected impacts of the Arrangement and other statements that are not historical facts. Often but not always, forward-looking statements can be identified by the use of forward-looking terminology such as "may", "will", "expect", "believe", "estimate", "plan", "could", "should", "would", "outlook", "forecast", "anticipate", "foresee", "continue" or the negative of these terms or variations of them or similar terminology.
Although Great Canadian believes that the forward-looking statements in this news release are based on information and assumptions that are current, reasonable and complete, these statements are by their nature subject to a number of factors that could cause actual results to differ materially from management's expectations and plans as set forth in such forward-looking statements, including, without limitation, the following factors, many of which are beyond the Company's control and the effects of which can be difficult to predict: (a) the possibility that the Arrangement will not be completed on the terms and conditions, or on the timing, currently contemplated, and that it may not be completed at all, due to a failure to obtain or satisfy, in a timely manner or otherwise, conditions of closing necessary to complete the Arrangement or for other reasons; (b) risks related to tax matters; (c) the possibility of adverse reactions or changes in business relationships resulting from the announcement or completion of the Arrangement; (d) risks relating to the Company's ability to retain and attract key personnel during the interim period; (e) the possibility of litigation relating to the Arrangement; (f) credit, market, currency, operational, real estate, liquidity and funding risks generally and relating specifically to the Arrangement, including changes in economic conditions, interest rates or tax rates; (g) risks and uncertainties relating to technology, changes in law, competition, seasonality, commodity price and business; and (h) other risks inherent to the Company's business and/or factors beyond its control which could have a material adverse effect on the Company or the ability to consummate the Arrangement.
Great Canadian cautions that the foregoing list of important factors and assumptions is not exhaustive and other factors could also adversely affect its results. For more information on the risks, uncertainties and assumptions that could cause the Company's actual results to differ from current expectations, please refer to the "Risk Factors" sections of the Company's Annual Information Form dated March 2, 2021 and the Management Information Circular dated November 25, 2020, as well as the Company's other public filings, available under the Company's issuer profile at www.sedar.com.
The forward-looking statements contained in this news release describe the Company's expectations at the date of this news release and, accordingly, are subject to change after such date. Except as may be required by applicable Canadian securities laws, Great Canadian does not undertake any obligation to update or revise any forward-looking statements contained in this news release, whether as a result of new information, future events or otherwise. Readers are cautioned not to place undue reliance on these forward-looking statements.
Great Canadian Gaming Corporation
39 Wynford Drive
North York, ON
SOURCE Great Canadian Gaming Corporation
© Canada Newswire, source Canada Newswire English