Canadian supplier Amaya Gaming Group has completed the sale of its consumer-facing Maltese subsidiary WagerLogic to Goldstar Acquisitionco in a deal worth up to CAD$70m.
WagerLogic operates a number of online gaming brands through its Inter brand - including InterCasino, InterPoker and InterBingo - and owns the CryptoLogic Operations Limited (Malta) and WagerLogic Alderney Limited subsidiaries.
In a statement Tuesday, Amaya said that the deal had now been finalised, minus a closing working capital adjustment of $7.5m.
Goldstar has acquired WagerLogic through a cash consideration of $52.5m, and a vendor take-back in the form of a promissory note worth $10m, which will be paid back semi-annually, starting in the second year following the closing date of the deal.
The deal also includes an earn-out agreement, with Amaya to receive an additional payment of $10m based on WagerLogic achieving a net revenue target of US$30m during the second year following closing. Amaya will also receive a further $10m if WagerLogic achieves a net revenue target of $40m in the third year following closing of the deal.
Amaya added that it will continue to provide WagerLogic with content, services and software following the sale.
The acquirer, Goldstar Acquisitionco, is led by Interactive Gaming Council (IGC) chief executive John FitzGerald, who previously served as general counsel for CryptoLogic.
It will now be combined with capital pool company Aumento Capital II Corporation via an exchange of securities, with the combined entity to be renamed the Intertain Group Limited.
Intertain has issued 13,890,023 common shares, 3,431,250 share purchase warrants and unsecured convertible debentures worth approximately $17.5m to amalgamate Goldstar.
Under the terms of the deal, Aumento Capital president, CEO, chief financial officer and company secretary David Danziger has resigned, alongside director James Walker.
Goldstar’s John FitzGerald has replaced Danziger as president and chief executive, with Keith Laslop taking over as CFO.
"We are excited today to have completed the acquisition of WagerLogic from Amaya and look forward to the commencement of trading of The Intertain Group on the TSX," said FitzGerald. "The InterCasino brand is one of the first brands in online gaming and provides an excellent launch pad for future growth."
Intertain’s board of director is comprised of FitzGerald, Danziger, Mark Redmond, Stan Dunford, John Fielding, Brent Joi and Paul Pathak.
The common shares of the business will be delisted from Toronto’s TSX Venture Exxchange, and relisted for trading on the Toronto Stock Exchange under the symbol IT.