TORONTO, Aug. 17, 2017 /PRNewswire/ - Gaming Nation Inc. (TSX-V: FAN) ("Gaming Nation" or the "Company") announced today the positive outcome of the shareholder ("Shareholders") vote at today's special meeting (the "Meeting") of the Shareholders regarding the previously announced arrangement (the "Arrangement") pursuant to which OC Special Opportunities Fund, LP (the "Purchaser") will acquire all of the outstanding common shares of Gaming Nation (the "Shares"), other than certain Shares held by members of management and the board of directors of the Company, for $0.95 per Share in cash by way of a plan of arrangement.
At the Meeting, approximately 100% of the votes cast by all Shareholders, and approximately 100% of the votes cast by Shareholders other than the Shareholders whose votes were required to be excluded for the purposes of "minority approval" under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions, were voted in favour of the special resolution approving the Arrangement. Details of the voting results will be filed under Gaming Nation's profile on SEDAR www.sedar.com.
Gaming Nation will apply for final order of the Ontario Superior Court of Justice (Commercial List) for approval of the Arrangement on August 22, 2017. Closing of the transaction remains subject to certain customary closing conditions including court approval and the receipt of certain regulatory approvals. Assuming the satisfaction of these closing conditions, the transaction is expected to close in the fall of 2017.
Shareholders who have questions or require assistance with submitting their Shares to the Arrangement may direct their questions to Computershare Trust Company of Canada, who is acting as depositary under the Arrangement, toll free at 1-800-564-6253 or within Canada at 1-514-982-7555 or by email at firstname.lastname@example.org. Further information regarding the Arrangement is available in the management information circular of the Company dated July 19, 2017, which is available under Gaming Nation's profile on SEDAR at www.sedar.com.
About Gaming Nation
Gaming Nation Inc. (TSX-V:FAN) provides technology and information platforms to the sports and entertainment industry. The Company's platforms include 5050 Central, an electronic real-time raffle system, BD Sport Group, providing in-stadium betting in the UK football market, and sports information websites Fantasy Guru, Fantasy Guru Elite and Pick Nation.
For more information, visit www.gamingnationinc.com.
CAUTION CONCERNING FORWARD-LOOKING STATEMENTS
This press release contains certain statements that constitute forward-looking information within the meaning of applicable securities laws ("forward-looking statements") regarding the proposed transaction including the anticipated completion and timing thereof. The words "believe", "expect", "anticipate", "estimate", "intend", "may", "will", "would", "could", "should", "continue", "goal", "objective", and similar expressions and the negative of such expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.
Certain information set forth in this news release contains forward-looking statements or information ("forward-looking statements"). By their nature, forward-looking statements are subject to numerous risks and uncertainties, some of which are beyond Gaming Nation Inc.'s control. The completion of the Arrangement is subject to a number of terms and conditions, including, without limitation: (i) required shareholder approval, (ii) necessary court approvals, (iii) certain regulatory approvals and (iv) certain termination rights available to the parties under the Arrangement Agreement. These approvals may not be obtained, the other conditions to the transaction may not be satisfied in accordance with their terms, and/or the parties to the Arrangement Agreement may exercise their termination rights, in which case the proposed transaction could be modified or terminated, as applicable. Important risks and uncertainties include global, economic, market and business conditions, the failure to obtain regulatory and other approvals in connection with the transaction or to do so in a timely manner and the failure of any of the parties to satisfy the other conditions to closing of the transaction. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements, as actual results and developments may differ from those contemplated by the statements. Gaming Nation does not intend, and disclaims any obligation, except as required by law, to update or revise any forward-looking statements whether as a result of new information, future events or otherwise. All forward-looking statements are qualified by these cautionary statements and other cautionary statements or factors contained herein and in Gaming Nation's other documents filed with Canadian securities regulators.
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 release.
SOURCE Gaming Nation Inc.
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