TORONTO, ON / ACCESSWIRE / August 12, 2020 / Seven Aces Limited (the “Company” or “Seven Aces“) (TSXV:ACES)(OTC PINK:ACEXF) is pleased to announce the successful completion of its previously announced go-private transaction pursuant to which an affiliate of Trive Capital Management LLC (“Trive Capital“) acquired all of the issued and outstanding common shares of the Company (the “Common Shares“) by way of a statutory plan of arrangement under the provisions of the Business Corporations Act (Ontario) (the “Arrangement“), other than the Common Shares owned by 2759536 Ontario Inc., a wholly-owned subsidiary of Ascendant Group Holdings Inc. (the “Rollover Shareholder“), a company controlled by Mr. Manu Sekhri (CEO of Seven Aces).
Conner Searcy, Managing Partner of Trive Capital, said: “We are excited to have closed this transaction with Seven Aces. We are grateful for the strong support of the Seven Aces shareholders and want to thank the Seven Aces’ team for their hard work and support of this transaction. We look forward to the opportunity to partner, collaborate and grow the business with the Seven Aces management team in a private company context.”
Mark Lerohl, member of the independent Special Committee of Seven Aces’ Board of Directors, commented: “We are very pleased to have closed this transaction, which not only provides near-term liquidity at a significant premium for Seven Aces shareholders, but is also a great outcome for our employees and other stakeholders. We want to thank the many shareholders who have supported the growth and development of Seven Aces over the years and wish our management team all the best in their partnership with Trive Capital going forward.”
Under the terms of the Arrangement, each former shareholder of Seven Aces (other than the Rollover Shareholder) is entitled to receive cash consideration of CDN $2.77 (the “Consideration“) in exchange for each Common Share held in Seven Aces immediately prior to the effective time of the Arrangement.
To receive the Consideration, registered shareholders of Seven Aces must complete, sign, date and return the Letter of Transmittal that was mailed to each registered shareholder of Seven Aces. The Letter of Transmittal is also available (i) from Seven Aces’ depositary, TSX Trust Company, that can be contacted by telephone at: 1-866-600-5869 (North American Toll Free) / 1 416-342-1091 (outside of North America) or by e-mail at: TMXEInvestorServices@tmx.com, or (ii) on SEDAR (www.sedar.com) under Seven Aces’ issuer profile.
With the Arrangement now complete, the Common Shares will be delisted from the TSX Venture Exchange (expected on or about the close of markets on August 14, 2020), and application has been made to the applicable securities regulators for Seven Aces to cease to be a reporting issuer and to terminate its public reporting obligations.
Further details regarding the Arrangement are set out in the arrangement agreement among Seven Aces and affiliates of Trive Capital dated June 11, 2020, as amended July 30, 2020, as well as the management information circular of Seven Aces dated June 29, 2020, each of which are available on Seven Aces’ website at www.sevenaces.com and on SEDAR (www.sedar.com) under Seven Aces’ issuer profile.
Required Early Warning Report Information
Following completion of the Arrangement, Trive Capital and the Rollover Shareholder, and their respective affiliates and associates, collectively, have beneficial ownership and control over 100% of the issued and outstanding Common Shares. Prior to completion of the Arrangement, (a) an affiliate of Trive Capital sold all of the Common Shares it owned to an institutional investor by way of a private agreement, which Common Shares were subsequently acquired in the Arrangement, and (b) the Rollover Shareholder exercised all of the options to purchase Common Shares then held by it in accordance with their terms.
An amended early warning report will be filed by Trive Capital with applicable Canadian securities regulatory authorities. To obtain a copy, please contact Stephanie Lippa as indicated below. The head office of Trive Capital is located at 2021 McKinney Avenue, Suite 1200, Dallas, Texas, USA, 75201. The head office of 2759536 Ontario Inc. is located at 79 Wellington Street West, Suite 1630, Toronto, Ontario, Canada, M5K 1H1.
Seven Aces’ head office is located at 79 Wellington Street West, Suite 1630, Toronto, Ontario, Canada, M5K 1H1.
About Seven Aces Limited
Seven Aces Limited is a gaming company, with a vision of building a diversified portfolio of world class gaming operations. The Company looks to enhance shareholder value by growing organically and through acquisitions. Currently, the Company is the largest route operator of skill-based gaming machines in the State of Georgia, United States of America.
More information about the Company is available on Seven Aces’ website (www.sevenaces.com).
About Trive Capital
Trive Capital is a Dallas, Texas based private equity firm managing approximately US$2 billion in aggregate capital commitments. Trive Capital focuses on investing equity and debt in what it sees as strategically viable middle-market companies with the potential for transformational upside through operational improvement. Trive Capital seeks to maximize returns through a hands-on partnership that calls for identifying and implementing value creation ideas.
For further information about Seven Aces, please contact:
Chief Financial Officer
Tel. (647) 228-8668
Tel. (416) 477-3411
Cautionary Statement Regarding Forward-Looking Information
This news release may contain forward-looking statements or “forward-looking information” within the meaning of applicable Canadian securities laws (“forward-looking statements“). Often, forward-looking statements, which are based on current expectations, estimates and projections about the industry and markets in which Seven Aces operates, and beliefs of and assumptions made by Seven Aces’ management, involve risks and uncertainties, which are difficult to predict and are not guarantees of future performance, that could significantly affect the financial results, performance or expectations of Seven Aces. In this news release, forward-looking statements relate to, among other things, statements regarding the benefits of the Arrangement to the shareholders of Seven Aces; the timing and ability of Trive Capital to cause the Common Shares to be delisted from the TSX Venture Exchange; the timing and ability of Seven Aces to obtain an order that it has ceased to be a reporting issuer and to terminate its public reporting requirements. All statements, other than statements of historical facts, that are presented herein, or in response to questions or otherwise, that address activities, events or developments that may occur in the future, (often, but not always, through the use of words or phrases, or the negative variations of those words or other comparable words of a future or forward- looking nature, including, but not limited to, “intends,” “plans,” “will likely,” “unlikely,” “believe,” “expect,” “seek,” “anticipate,” “estimate,” “continue,” “will,” “shall,” “should,” “could,” “may,” “might,” “predict,” “project,” “forecast,” “target,” “potential,” “forecast,” “goal,” “objective,” “guidance” and “outlook”), are forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements. Although Seven Aces believes that in making any such forward-looking statement, Seven Aces’ expectations are based on reasonable assumptions, any such forward-looking statement involves known and unknown risks and uncertainties that could cause results to differ materially from those projected in or implied by any such forward-looking statement, including but not limited to adverse changes in general economic or market conditions or changes in political conditions or federal, provincial or state laws and regulations. Any forward-looking statement speaks only at the date on which it is made, and except as may be required by law, Seven Aces does not undertake any obligation to update any forward-looking statement to reflect new events or circumstances after the date on which it is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for Seven Aces to predict all of them, or assess the impact of each such factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement. Any forward-looking statement contained in this news release is expressly qualified in its entirety by this cautionary statement.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
SOURCE: Seven Aces Limited
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