Parlay Entertainment Inc. Enters Into Letter of Intent
11 Janvier 2008 - 9:00PM
Marketwired
OAKVILLE, ONTARIO ("Parlay" or the "Company"), announced today
that it has entered into a non-binding letter of intent dated
January 11, 2008 related to a proposed transaction by PEIC
Acquisition Corp. (the "Purchaser") to acquire all of the
outstanding common shares of the Company by way of a statutory plan
of arrangement.
The proposed transaction is subject to satisfactory completion
of due diligence by the Purchaser, the execution of a definitive
agreement, court approval, regulatory approval, and the approval of
both the board of directors and the shareholders of Parlay. The
letter of intent includes a binding exclusivity provision whereby
Parlay will not solicit or initiate competing acquisition proposals
or participate in negotiations or discussions which may be ongoing
with respect to a similar transaction with any third party until
January 30, 2008. The exclusivity provision does not impact on
Parlay's ability to respond to a superior proposal, should one be
presented at any time. The letter of intent also includes a binding
provision requiring Parlay to pay the out of pocket legal, tax and
accounting costs and expenses of the Purchaser (and its owner) of
up to $500,000 Cdn., except where the transaction is terminated by
the Purchaser in certain limited circumstances.
The non-binding terms of the letter of intent provide that all
shareholders of Parlay would receive approximately $0.95 Cdn. cash
for each of their shares of Parlay, except for certain shareholders
(which would include certain members of management) as agreed to by
the Purchaser and Parlay, who, in lieu of this cash consideration,
would receive shares of the Purchaser in exchange for their shares
of Parlay.
There can be no assurance that any definitive agreement will be
entered into, that any proposed transaction will be approved by the
shareholders of Parlay or that any transaction will be completed as
a result of the execution of the letter of intent.
The Company has constituted a special committee, which is
comprised of the independent directors of Parlay (the "Special
Committee"). The Special Committee will engage a financial advisor,
who will review the fairness of the proposed transaction from a
financial point of view.
About Parlay Entertainment
Parlay Entertainment Inc. is the world's leading developer and
licensor of Internet bingo software. As the inventor and patent
holder of Internet bingo(1), Parlay is the first company in the
world to develop and deploy a commercial Internet bingo product.
Parlay bingo is available in both 75-number and 90-number versions
and is complemented by a full suite of lottery and casino games.
Our multi-player, multi-platform technology is used to power more
online bingo sites than any other software provider in the world.
Some of the world's best known brands use Parlay Bingo solutions,
including Virgin, Yahoo!, MSN and Littlewoods Gaming. Parlay is
headquartered in Oakville, Canada with offices in Bridgetown,
Barbados, and Valletta, Malta.
About the Purchaser
PEIC Acquisition Corp. is a company incorporated and registered
in Ontario, Canada. Mark Blandford, President of PEIC Acquisition
Corp., is leading the negotiations on behalf of the Purchaser. PEIC
Acquisition Corp. is a wholly owned subsidiary of Letton
Investments Limited, a company incorporated and registered in
Barbados, set up to make investments in companies who operate in or
are related to the internet gaming industry. The acquisition of the
shares of Parlay Entertainment Inc. would be the first of such
investments.
For more information on Parlay solutions and services, please
visit our website at www.parlaygroup.com.
This document may contain statements about expected future
events of Parlay Entertainment Inc. that are forward-looking
including the proposed transaction. By their nature,
forward-looking statements require the Company to make assumptions
and are subject to inherent risks and uncertainties. There is
significant risk that predictions and other forward-looking
statements will not prove to be accurate. Readers are cautioned not
to place undue reliance on forward-looking statements as a number
of factors could cause actual future results, conditions, actions
or events to differ materially from the targets, expectations,
estimates or intentions expressed in the forward-looking
statements.
(1) United States Patent No. 6,585,590 "Method and system for
operating a bingo game on the internet", with other Patent
applications pending in other countries.
The TSX Venture Exchange does not accept any responsibility for
the adequacy or accuracy of this release.
Contacts: Parlay Entertainment Inc. Scott F. White President
& CEO (905) 337-6505 Email: swhite@parlaygroup.com Parlay
Entertainment Inc. David Callander CFO (905) 337-6516 Email:
dcallander@parlaygroup.com Website: www.parlaygroup.com
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