TORONTO, ON / ACCESSWIRE / August 5, 2020 / Seven Aces Limited (the "Company" or "Seven Aces") (TSXV:ACES)(OTC:ACEXF) is pleased to announce that shareholders of Seven Aces ("Shareholders") voted to approve the Arrangement (as defined below) at its special meeting of Shareholders held earlier today (the "Meeting").
The purpose of the Meeting was to consider and vote upon a special resolution of Shareholders (the "Arrangement Resolution") approving the transactions contemplated in the arrangement agreement among the Company and affiliates of Trive Capital Management LLC ("Trive Capital") dated June 11, 2020, as amended on July 30, 2020, pursuant to which, among other things, an affiliate of Trive Capital will acquire all of the issued and outstanding common shares of the Company (the "Common Shares") by way of a court-approved plan of arrangement (the "Arrangement"), other than those Common Shares held by Ascendant Group Holdings Inc. or an affiliate thereof (the "Rollover Shareholder"), a company controlled by Mr. Manu Sekhri (CEO of the Company).
A total of 64,948,313 Common Shares were present in person or represented by proxy at the Meeting, representing approximately 87.2% of the issued and outstanding Common Shares.
Approval of the Arrangement
For the Arrangement to proceed, the Arrangement Resolution required the approval of (i) a majority of at least two-thirds (66?%) of the votes cast at the Meeting, either by Shareholders attending in person or voting by proxy; and (ii) a simple majority (50%) of the votes cast at the Meeting, either by Shareholders attending in person or voting by proxy, excluding any votes cast by the Rollover Shareholder and affiliates of Trive Capital, as required by Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions. See below for a summary of the voting on the Arrangement Resolution.
(i) Two-Thirds Vote
FOR | AGAINST | ||
(#) | (%) | (#) | (%) |
63,817,388 | 98.3% | 1,130,925 | 1.7% |
(ii) Minority Vote (Excluding the Rollover Shareholder and Trive Capital)
FOR | AGAINST | ||
(#) | (%) | (#) | (%) |
44,192,533 | 97.5% | 1,130,925 | 2.5% |
Transaction Update
The hearing date for the application for the final order of the Ontario Superior Court of Justice (Commercial List) (the "Final Order") is scheduled for August 7, 2020. The Arrangement is anticipated to become effective on or about August 12, 2020, subject to the receipt of the Final Order, as well as the satisfaction or waiver of other customary closing conditions.
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 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 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:
Ryan Bouskill
Chief Financial Officer
Tel. (647) 228-8668
ryan@sevenaces.com
Stephanie Lippa
Office Manager
Tel. (416) 477-3411
stephanie@sevenaces.com
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. The arrangement agreement contains conditions to closing and there is no assurance that these conditions will be satisfied or waived prior to the outside date provided therein or at all, and there are no assurances that the Arrangement will be completed. 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, including such matters as activities related to Seven Aces' financial or operational projections, projected synergy, development or operation of new innovative software solutions, and the growth of Seven Aces' businesses and operations and the anticipated timing for completion of the Arrangement (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 and the ability of the parties to achieve all of the conditions to the closing in order to consummate the Arrangement (including obtaining any necessary court and regulatory approvals for the Arrangement). 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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