Press release:
TORONTO , Oct. 9, 2014 /CNW/ - The Intertain Group Limited ("Intertain" or the "Company") (IT.TO) is pleased to announce that it has entered into a non-binding letter of intent to acquire (the "Acquisition") the entire issued share capital or all of the assets of Dumarca Holdings Limited, the Malta -based parent company of the Vera&John group ("Vera&John"), for an initial payment ("Initial Payment") of €44.5 million in cash and €36.5 million in common shares ("Common Shares") of Intertain at the 20 day volume-weighted-average price prior to announcement ( $10.29 per share), representing approximately 5.0 million Common Shares (based on an exchange rate of €1.00 = $1.4148 ).
The Initial Payment is subject to certain net cash and working capital adjustments. Furthermore, Intertain may be required to make a further cash payment (the "Earn Out") in the event Vera&John generates earnings before interest, taxes, depreciation and amortization ("EBITDA")1 over certain thresholds in 2015 and 2016. In 2015, for every Euro generated by Vera&John in excess of €10.1 million of EBITDA, Intertain will be obligated to pay to the vendors, subject to certain adjustments, 4.0x such amount in excess of €10.1 million of EBITDA. In 2016, for every Euro generated by Vera&John in excess of the greater of €10.1 million of EBITDA and the EBITDA generated in 2015, Intertain will be obligated to pay to the vendors, subject to certain adjustments, 4.0x such amount in excess of the greater of €10.1 million of EBITDA and the EBITDA generated in 2015. The cumulative Earn Out payment over 2015 and 2016 is subject to a cap of €8.1 million. Based on current run-rate results, the Company expects to make the full Earn Out payment. Assuming Intertain pays the maximum Earn Out amount, the total consideration to be paid for Vera&John will be €89.1 million ( $126.1 million ).
Vera&John is being acquired on a debt-free basis. The Acquisition is subject to completion of satisfactory due diligence and negotiation and settlement of definitive documentation, which is expected to be completed in December 2014 , as well as regulatory approvals. Intertain expects to fund the cash portion of the consideration through a combination of cash-on-hand, and debt. Intertain may also receive proceeds from the exercise of outstanding warrants, which it may use to help fund the cash payment(s) in respect of the Acquisition.
Vera&John, is a leading, fully-integrated global online casino, operating in 11 countries globally. Vera&John operates under three core brands: Vera&John, Vera&Juan and Vera&John Social. Vera&John generates approximately 75% of its sales from the Nordic region, which will give Intertain access to a growing and large market. Vera&John offers 800 games and has approximately 490,000 registered customers. Vera&John receives approximately 10,000 deposits per day and reached 1.0 billion real-money spins in 2014. In 2013, Vera&John grew total net gaming revenue from €11.6 million in 2012 to €25.9 million in 2013 (124% growth). In 2013, Vera&John generated €4.6 million of EBITDA.1 Canaccord Genuity Corp. is acting as exclusive financial advisor for Intertain with respect to the Acquisition.
Intertain is an online gaming company that provides entertainment to a global consumer base. Intertain currently offers casino, bingo and poker games to its customers using the InterCasino, InterPoker, Costa and other brands. The InterCasino and InterPoker gaming platform is supplied by Amaya Gaming Group Inc. and its bingo offering operates off of the Dragonfish platform, a leading bingo software service provided by 888 Holdings plc.
More on Vera & John in our full writeup.
The Intertain Group Limited Enters into Letter of Intent to Acquire Leading Online Casino Provider Vera&John for up to €89.1 million ($126.1 million)
TORONTO , Oct. 9, 2014 /CNW/ - The Intertain Group Limited ("Intertain" or the "Company") (IT.TO) is pleased to announce that it has entered into a non-binding letter of intent to acquire (the "Acquisition") the entire issued share capital or all of the assets of Dumarca Holdings Limited, the Malta -based parent company of the Vera&John group ("Vera&John"), for an initial payment ("Initial Payment") of €44.5 million in cash and €36.5 million in common shares ("Common Shares") of Intertain at the 20 day volume-weighted-average price prior to announcement ( $10.29 per share), representing approximately 5.0 million Common Shares (based on an exchange rate of €1.00 = $1.4148 ).
The Initial Payment is subject to certain net cash and working capital adjustments. Furthermore, Intertain may be required to make a further cash payment (the "Earn Out") in the event Vera&John generates earnings before interest, taxes, depreciation and amortization ("EBITDA")1 over certain thresholds in 2015 and 2016. In 2015, for every Euro generated by Vera&John in excess of €10.1 million of EBITDA, Intertain will be obligated to pay to the vendors, subject to certain adjustments, 4.0x such amount in excess of €10.1 million of EBITDA. In 2016, for every Euro generated by Vera&John in excess of the greater of €10.1 million of EBITDA and the EBITDA generated in 2015, Intertain will be obligated to pay to the vendors, subject to certain adjustments, 4.0x such amount in excess of the greater of €10.1 million of EBITDA and the EBITDA generated in 2015. The cumulative Earn Out payment over 2015 and 2016 is subject to a cap of €8.1 million. Based on current run-rate results, the Company expects to make the full Earn Out payment. Assuming Intertain pays the maximum Earn Out amount, the total consideration to be paid for Vera&John will be €89.1 million ( $126.1 million ).
Vera&John is being acquired on a debt-free basis. The Acquisition is subject to completion of satisfactory due diligence and negotiation and settlement of definitive documentation, which is expected to be completed in December 2014 , as well as regulatory approvals. Intertain expects to fund the cash portion of the consideration through a combination of cash-on-hand, and debt. Intertain may also receive proceeds from the exercise of outstanding warrants, which it may use to help fund the cash payment(s) in respect of the Acquisition.
Vera&John, is a leading, fully-integrated global online casino, operating in 11 countries globally. Vera&John operates under three core brands: Vera&John, Vera&Juan and Vera&John Social. Vera&John generates approximately 75% of its sales from the Nordic region, which will give Intertain access to a growing and large market. Vera&John offers 800 games and has approximately 490,000 registered customers. Vera&John receives approximately 10,000 deposits per day and reached 1.0 billion real-money spins in 2014. In 2013, Vera&John grew total net gaming revenue from €11.6 million in 2012 to €25.9 million in 2013 (124% growth). In 2013, Vera&John generated €4.6 million of EBITDA.1 Canaccord Genuity Corp. is acting as exclusive financial advisor for Intertain with respect to the Acquisition.
Intertain is an online gaming company that provides entertainment to a global consumer base. Intertain currently offers casino, bingo and poker games to its customers using the InterCasino, InterPoker, Costa and other brands. The InterCasino and InterPoker gaming platform is supplied by Amaya Gaming Group Inc. and its bingo offering operates off of the Dragonfish platform, a leading bingo software service provided by 888 Holdings plc.
More on Vera & John in our full writeup.
Last edited by a moderator:
