Founder David Baazov makes $24-per-share takeover offer for Amaya

The Amaya Gaming Group headquarters are pictured on June 13, 2014 in Montreal. (Ryan Remiorz / The Canadian Press)

MONTREAL -- The founder and former chief executive of online gaming firm Amaya Inc. has turned to financial backers in Hong Kong and Dubai in making a takeover offer valued at US$6.7 billion, including debt.

David Baazov, who resigned from the Montreal-based company in August, is leading a group of investors that has offered $24 per share for the company, $3 more per share than he suggested earlier this year that he'd be willing to pay.

The bid, which values Amaya (TSX:AYA) at about $3.48 billion, represents a 30 per cent premium from where Amaya's shares closed on Friday.

The company's stock surged 14.39 per cent, or $2.64 per share, to $20.98 at the close of trading Monday on the Toronto Stock Exchange.

Baazov already holds a 17.2 per cent stake in Amaya including more than 24.5 million shares and options that entitle him to acquire 387,500 more.

In February, he expressed to Amaya his interest in buying out the other shareholders at a price of $21 per share.

Since then, he has been charged with five offences including allegations of communicating privileged information and attempting to influence the market price of Amaya stock. He has pleaded not guilty.

In connection with his takeover bid, Baazov has lined up US$3.65 billion from investors Head & Shoulders Global Investment Fund, Hong Kong-based Goldenway Capital, Ferdyne Advisory registered in the British Virgin Islands, and KBC Aldini Capital based in Dubai.

The bid assumes US$2.55 billion of debt and the purchase of US$1.15 billion of Amaya's convertible preferred shares.

The proposal includes US$200 million that can be used towards a deferred payment owed to the former PokerStars owners who sold the business in 2014 for US$4.49 billion.

Amaya CEO Rafi Ashkenazi said the company's board will evaluate the offer.

"We are expecting to respond back quickly," he told analysts during a conference call about Amaya's third-quarter results.

Baazov declined a request for comment on why he decided to increase the price in the formal non-binding offer, but told Amaya's chairman that it's in firm's best interests to be a private company as the online gaming industry continues to mature.

"Because of my familiarity with Amaya, I am in a position to negotiate a definitive agreement that need only contain limited representations and warranties, on an expedited basis, thereby reducing any distraction to management," Baazov wrote in a letter that was included in a regulatory filing.

"I expect to be able to settle the terms of the definitive agreement quickly."

That agreement would include a US$100-million break fee and the return of its US$200-million deposit.

Amaya announced last month that its special committee of independent directors completed a review of its strategic alternatives and decided that it would remain an independent publicly traded company.

The firm had held talks with British betting company William Hill PLC regarding a potential merger, but ended the discussions without a deal.

"The value of the transaction should be particularly compelling to Amaya's shareholders given that no other viable alternatives were identified during the nine-month strategic review process that was recently completed by Amaya and its advisers," Baazov added.

Amaya, which keeps its books in U.S. dollars, reported Monday that it earned nearly $12.7 million attributable to shareholders or six cents per share. That compared with a profit attributable to shareholders of $29.1 million or 15 cents per share a year ago.

Revenue for the quarter ended Sept. 30 totalled $270.8 million, up from $247.3 million in the same quarter last year.

On an adjusted basis, the company said it earned $85 million or 42 cents per share, up from $69 million or 35 cents per share a year ago.

Amaya was expected to earn 38 cents per share in adjusted profits on $270 million in revenues, according to analysts polled by Thomson Reuters.