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MarketScreener Homepage  >  Equities  >  TSX VENTURE EXCHANGE  >  Seven Aces Ltd    ACES   CA81782W1032

SEVEN ACES LTD

(ACES)
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SEVEN ACES : AND TRIVE CAPITAL AMEND ARRANGEMENT AGREEMENT TO INCREASE PURCHASE PRICE TO CDN $2.77 PER SHARE

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07/31/2020 | 09:42am EDT

Seven Aces Limited (the 'Company' or 'Seven Aces') (TSXV: ACES, OTC: ACEXF) is pleased to announce that it has entered into an amending agreement dated July 30, 2020 (the 'Amending Agreement') with affiliates of Trive Capital Management LLC ('Trive Capital'), to amend the definitive arrangement agreement (the 'Arrangement Agreement') dated June 11, 2020 among the parties (the 'Arrangement').

Pursuant to the Amending Agreement, the cash consideration payable to the holders of common shares (the 'Shares') of Seven Aces (other than Ascendant Group Holdings Inc., a company controlled by Mr. Manu Sekhri (CEO of Seven Aces) (the 'Rollover Shareholder')) under the Arrangement has been increased to CDN $2.77 per Share, representing an increase of approximately 28.8% (or CDN $0.62 per Share) to the prior price of CDN $2.15 per Share. The revised price also represents an approximate 57.4% premium to the closing price of the Shares on June 11, 2020 (CDN $1.76), the last trading day prior to the public announcement of the Arrangement. Mark Lerohl, Member of the independent Special Committee of Seven Aces' Board of Directors, stated: 'Following discussions with Trive Capital and our shareholders, Trive Capital offered to increase the consideration payable to Seven Aces shareholders by CDN $0.62 per Share, which we believe represents a compelling opportunity for our shareholders. The Special Committee and the Board of Directors have determined that the proposed transaction with Trive Capital, as amended, is in the best interest of Seven Aces and is fair to the Seven Aces shareholders (other than the Rollover Shareholder). Accordingly, the Special Committee and the Board of Directors (with Mr. Sekhri abstaining) unanimously support the Arrangement, as amended.' 'After extensive discussions with a number of shareholders and having entered into voting support agreements with additional supporting shareholders of Seven Aces, including Bedford Park Capital Corporation and JC Clark Ltd., to secure their support for the transaction we agreed to increase the price to CDN $2.77 per Share,' said Conner Searcy, Managing Partner of Trive Capital, 'We are pleased to have received the endorsement of these important institutional investors for the transaction and believe this achieves the best possible outcome for all stakeholders.' The Amending Agreement includes an updated version of the plan of arrangement, which reflects the increased per Share consideration and certain other technical changes to the timing and manner of implementation of certain corporate steps in connection with the transaction, including technical changes requested by the Ontario Ministry of Government and Consumer Services, none of which will negatively impact shareholders of Seven Aces.

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.

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.

Contact:

Tel. (416) 477-3411

Email: 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 - 4 - 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, 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 shareholder, court and regulatory approvals for the Arrangement). Any forwardlooking 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.

(C) 2020 Electronic News Publishing, source ENP Newswire


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Financials (USD)
Sales 2019 79,3 M - -
Net income 2019 0,52 M - -
Net Debt 2019 83,8 M - -
P/E ratio 2019 172x
Yield 2019 -
Capitalization 162 M 162 M -
EV / Sales 2018 1,64x
EV / Sales 2019 1,98x
Nbr of Employees 3
Free-Float 65,9%
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Last Close Price 2,76 
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Managers
NameTitle
Manu K. Sekhri President, Chief Executive Officer & Director
Chad Patrick Williams Chairman
Ryan Bouskill Chief Financial Officer
Sheila Ogilvie-Harris Independent Director
Peter James Shippen Independent Director
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