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Quantum International Income Corp. to Enter Skill-Based Gaming Business

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Quantum International Income Corp. to Enter Skill-Based Gaming Business

Toronto, Ontario (FSCwire) – Quantum International Income Corp. (the “Corporation” or “Quantum”) (TSXV: QIC / QIC.U) announces today that it has entered into a letter agreement dated April 26, 2016, pursuant to which the Corporation, or its designated affiliate, will acquire (the “Acquisition”) a controlling interest in the business of Lucky Bucks Inc. (“LBI”), a highly profitable digital skill-based gaming terminal operator based in and incorporated under the laws of the U.S. State of Georgia. LBI assembles, distributes, owns and operates over 650 skill-based digital gaming terminals in over 130 locations throughout Georgia. LBI’s terminals are fully licensed and governed by the Georgia State Lottery and offer players a variety of skill-based coin-operated amusement machines.

The letter agreement was the result of negotiations between the Corporation and the individual who currently owns 100% of LBI. Under the terms of the Acquisition, the Corporation would partner with the vendor, a resident of the State of Georgia, to operate and grow LBI’s business going forward. The vendor is currently an arm’s length party to the Corporation but is expected to be appointed Chief Operating Officer of LBI at closing.

“We are thrilled at the opportunity to add Lucky Bucks to the Quantum portfolio of businesses” commented Manu K. Sekhri, Chief Executive Officer of the Corporation. “Digital skill-based gaming is a dynamic and growing market, particularly in Georgia, and we believe that there is significant potential for accretion in this space. We look forward to working towards completion of this transaction.”

LBI’s unaudited gross revenue and pretax net income was US$10.6 million and US$7.6 million, respectively, for the 12 month period ended December 31, 2015. Readers are cautioned that the foregoing information was provided to the Corporation by LBI and has not been audited and should not be relied upon. There can be no certainty that the foregoing information will remain unchanged after having been audited. Completion of the Acquisition is subject to a number of conditions, including but not limited to the negotiation and execution of a definitive purchase and sale agreement (“PSA”) between the Corporation and the vendor and the completion of due diligence of LBI to the Corporation’s satisfaction in its sole discretion. The PSA will contain provisions customary for a transaction of this nature, including payment of purchase price, transaction structure, representations, warranties, covenants, closing conditions, indemnities and non-competition provisions in favour of LBI. The Corporation currently expects that it (or its designated affiliate) will acquire a 51% equity interest in LBI, but the definitive Acquisition structure to be set out in the PSA is subject to change based on relevant corporate, tax, regulatory or securities law considerations. Completion of the Acquisition is also conditional on the determination of mutually-satisfactory employment arrangements with the vendor as COO, which arrangements are also expected to include customary non-competition and non-solicitation provisions in favour of LBI.

The purchase price for the Acquisition is expected to be US$13.5 million, comprised of US$10.0 million payable in cash at closing of the Acquisition, US$3.0 million payable in common shares of the Corporation, to be valued based on the volume weighted average trading price of the Corporation’s common shares on the TSX Venture Exchange during the 20-day period prior to the closing of the Acquisition, and US$0.5 million of deferred consideration, payable in cash at the end of the first year following the closing of the Acquisition. Since the price at which the common shares are to be issued to the vendor will not be determined until closing, the Corporation cannot, at this time, determine the precise number of common shares that will form part of the purchase price. As a result, it is possible that the Acquisition will cause an issuance of a number of common shares to the vendor that will result in the vendor becoming a “Control Person” of the Corporation pursuant to the rules of the TSX Venture Exchange, which will require approval of the Corporation’s shareholders.

The Corporation expects to finance the cash portion of the purchase price with a debt facility. The Corporation will provide an update on financing terms once terms have been finalized.

Completion of the Acquisition, including for greater certainty the issuance of any common shares of the Corporation as consideration and any concurrent financing of the Acquisition is subject to the approval of the TSX Venture Exchange.

More information on Quantum International Income Corp. is available at www.quantumincomecorp.com.

For further information please contact Quantum International Income Corp:

Vera Janakievski

Operations Manager

Tel. (416) 477-3411

veraj@quantumincomecorp.com

Neither 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.

Cautionary Statement Regarding Forward-Looking Information

This release contains certain information which, as presented, constitutes “forward-looking information” within the meaning of applicable Canadian securities laws. Forward-looking information involves statements that relate to future events and often addresses expected future business and financial performance, containing words such as “expect” and “intend”, statements that an action or event “may” or “will” be taken or occur, or other similar expressions. These statements and information are subject to various known and unknown risks and uncertainties, many of which are beyond the ability of the Corporation to control or predict, and which may cause Quantum’s actual results, performance or achievements to be materially different from those expressed or implied thereby, including, but not limited to, risks related to the inability by Quantum to complete the Acquisition, as well as other factors discussed in the Corporation’s annual information form dated July 23, 2015, (the “Annual Information Form”) and the Corporation’s final short form prospectus supplement dated July 21, 2015, which are available on SEDAR under Quantum’s profile at www.sedar.com. Forward-looking information is developed based on assumptions about such risks, uncertainties and other factors set out herein, in the Annual Information and Prospectus, and as otherwise disclosed from time to time on SEDAR under Quantum’s profile at www.sedar.com.

Unless otherwise specified in this press release, information contained in this press release is current as of the date of this press release. Unless otherwise specified, all dollar amounts herein refer to Canadian dollars. The Corporation undertakes no obligation to update forward-looking statements except as may be required by applicable Canadian securities laws. Readers are cautioned against attributing undue certainty to forward-looking statements.

To view this press release as a PDF file, click onto the following link:
public://news_release_pdf/quantum04272016.pdf
Source: Quantum International Income Corp. (TSX Venture:QIC, TSX Venture:QIC.U) http://quantumincomecorp.com/

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