Amaya and Chartwell to combine

In a surprise development this week, Chartwell Technology Inc., who have experienced tough times recently, has agreed to an acquisition offer by the Amaya Gaming Group.
A statement released by the companies announced that they have entered into an “Arrangement Agreement” to combine the business of both companies.
The agreement states that a wholly owned subsidiary of Amaya will acquire all of the issued and outstanding common shares of Chartwell by way of a “plan of arrangements” valued at CDN$22.77 million ($23.7 million) and is subject to additional terms.
The Chartwell Board, who collectively own in the region of 5 percent of Chartwell shares, have unanimously voted in favour of the arrangement but the transaction is conditional on holders of at least another 20 percent favouring the agreement on or before May 27, 2011.
Chartwell has agreed that it will not pursue any other acquisition proposals and both companies have agreed to pay a termination fee of $1.0 million to the other in certain other circumstances.
Amaya retains the right to match any competing superior proposal for Chartwell in the event such a proposal is made.
Darold H. Parken, President and CEO of Chartwell Technology Inc. said, “The combination of Chartwell and Amaya presents a tremendous range of synergies which will benefit both companies and their customers. The resulting company will have a significantly expanded product range, delivery channel capability and market reach.”
David Baazov, President and CEO of Amaya Gaming Group Inc. commented that: “The proposed transaction represents a significant step for Amaya in our strategy to accelerate growth in the regulated interactive gaming industry. We are delighted that both companies have recognized the strategic, operational and financial benefits of the synergies between the two companies.”
Amaya Gaming have been busy this year with the award of a Kenyan mobile SMS lottery licence, the award of a Dominican online gaming licence, a Kenyan online gambling trial, the appointment as software provider to Société des Casinos du Québec and buying almost 7 percent of Cryptologic shares.
The transaction is expected to be finalised in July 2011 if all conditions are met.

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