TORONTO , March 11, 2020 /CNW/ - Great Canadian Gaming Corporation [TSX:GC] ("Great Canadian" or the "Company") announced today that it has amended its previously announced substantial issuer bid (the "Offer") to: (i) decrease the aggregate purchase amount payable for its common shares ("Shares") from $500 million to $350 million ; and (ii) extend the expiry time to 5:00pm ( Toronto time) on March 25, 2020 unless the Offer is further varied, extended or withdrawn by the Company. All other terms of the Offer, including the price range of not less than $39.00 and not more than $46.00 per Share and the expiry date of 5:00pm ( Toronto time) on March 25, 2020 , remain unchanged. In addition, the conditions of the Offer are also being amended so that they will be applied in respect of events that occur only from March 10, 2020 onward.
The Company has been monitoring local and global developments involving the outbreak of the coronavirus COVID-19, including the response of business, consumers and the various levels of governments to this health emergency. As part of its planning, it has considered the impact the virus could have on the business of the Company and has been developing a strategy to respond to possible outcomes. In order to provide greater financial flexibility and liquidity to respond if there is a material future downturn in customer visits, the Board of Directors have determined it is in the best interests of the Company to amend the Offer to lower the aggregate purchase amount.
The original Offer includes a number of conditions including, one that permitted the Company to not proceed with the Offer, at its election, if there was any decline in any of the S&P/TSX Composite Index, the Dow Jones Industrial Average or S&P 500 by an amount in excess of 10% measured from the close of business on February 7, 2020 (the "Index Condition"). This event has occurred. The Company has chosen to exercise its rights to vary the terms of the Offer as set out in the Notice of Variation and Extension (defined below).
The Offer remains otherwise subject to the terms and conditions set forth in the offer to purchase and issuer bid circular (the "Issuer Bid Circular") dated February 14, 2020 , as amended by a notice of variation and extension dated as of today's date (the "Notice of Variation and Extension") together with an amended letter of transmittal (the "Amended Letter of Transmittal") and an amended notice of guaranteed delivery (the "Amended Notice of Guaranteed Delivery"). Great Canadian will be mailing the Notice of Variation and Extension, the Amended Letter of Transmittal and the Amended Notice of Guaranteed Delivery to all registered holders of the Shares. The Notice of Variation and Extension, the Amended Letter of Transmittal and the Amended Notice of Guaranteed Delivery will also be available on Great Canadian's profile on SEDAR (at www.sedar.com). Shareholders are urged to review these documents carefully as they contain important details with respect to the amended Offer and the procedures that shareholders must follow in order to properly tender their Shares.
As a result of the amendment to the Offer, if a shareholder has previously tendered Shares, such tender is no longer valid, and the shareholder WILL BE REQUIRED TO PROPERLY RETENDER THEIR SHARES to accept the Offer. For greater certainty, any and all Shares previously tendered will be deemed to be withdrawn, and the shareholder must take additional steps if they wish to participate in the amended Offer.
Registered shareholders who had previously submitted a letter of transmittal (in its previous form) with their share certificate who wish to tender their Shares are required to submit an Amended Letter of Transmittal to the depositary, which for the purpose of the amended Offer, will be deemed to be submitted with the share certificate currently held by the depositary. If a registered shareholder who had previously tendered Shares, does not submit an Amended Letter of Transmittal, the previously tendered Shares, in the absence of an Amended Letter of Transmittal, are no longer validly tendered and will not be accepted for take-up and payment, in which case the depositary will return such previously tendered Shares promptly following the expiration of the Offer. Previously submitted share certificates will not be returned to shareholders prior to the expiration of the Offer, unless requested in writing by such registered shareholder.
Shareholders who before the date of the Notice of Variation and Extension submitted a notice of guaranteed delivery (in its previous form) are required to submit an Amended Notice of Guaranteed Delivery to the Depositary.
ABOUT GREAT CANADIAN GAMING CORPORATION
Founded in 1982, Great Canadian Gaming Corporation 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.
Cautionary Notes Regarding Forward-Looking Information
This news release may contain forward-looking information within the meaning of applicable securities legislation, including statements regarding the maximum number of Shares the Company may purchase under the Offer, the expected expiration time of the Offer, and the future outlook regarding business and operations.
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 Company's control, which could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking information. These risks and uncertainties include, but are not limited to, compliance with the terms of new operational services agreements with lottery corporations; changes to gaming laws and regulations that may impact the operational services agreements; pending, proposed or unanticipated regulatory or policy changes (including those related to anti-money laundering legislation or policy that may impact VIP play), volatile gaming holds, the effects of competition in the market; the development of properties in Ontario and transitioning of operations to the Company and affiliates; the Company's ability to obtain and renew required business licenses, leases, and operational services agreements; unanticipated fines, sanctions and suspensions imposed on the Company by its regulators; impact of global liquidity and credit availability; actual and possible reassessments of the Company's prior tax filings by tax authorities; the results of the Company's notices of objection and subsequent appeals challenging reassessments received by the Canada Revenue Agency; the Company's tax position on its facility development commission prevailing; the results of the Company's litigation with BCLC; adverse tourism trends and further decreases in levels of travel, leisure and consumer spending; competition from established competitors and new entrants in the gaming business; dependence on key personnel; the timing and results of collective bargaining negotiations and potential labour disruption; adverse changes in the Company's labour relations; the Company's ability to manage its capital projects and its expanding operations in jurisdictions where it operates; the risk that systems, procedures and controls may not be adequate to meet regulatory requirements or to support current and expanding operations; potential undisclosed liabilities and capital expenditures associated with acquisitions; negative connotations linked to the gaming industry; the risk associated with partnership relationships; First Nations rights with respect to some land on which the Company conducts operations; future or current legal proceedings; construction disruptions; financial covenants associated with credit facilities and long-term debt; credit, liquidity and market risks associated with our financial instruments; interest and exchange rate fluctuations; demand for new products and services; 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 outbreak of COVID-19; technology dependence; privacy breaches or data theft; integration of acquired properties in Ontario ; and changes to anti-money laundering procedures and protocols including additional requirements for determining source of funds. These factors and other risks and uncertainties are discussed in the Company's continuous disclosure documents filed with the Canadian securities regulatory authorities from time to time, including in the "Risk Factors" section of the Company's Annual Information Form for fiscal 2019, and as identified in the Company's disclosure record on SEDAR at www.sedar.com.
The forward-looking information in documents incorporated by reference speaks only as of the date of those documents. The Company believes that the expectations reflected in forward-looking statements are reasonable but no assurance can be given that these expectations will prove to be correct. Readers are cautioned not to place undue reliance on the forward-looking information. The Company undertakes no obligation to revise forward-looking information to reflect subsequent events or circumstances except as required by law. The forward-looking information contained herein is made as of the date hereof, is subject to change after such date, and is expressly qualified in its entirety by cautionary statements in this press release.
GREAT CANADIAN GAMING CORPORATION [TSX:GC]
39 Wynford Drive
North York, ON
SOURCE Great Canadian Gaming Corporation
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