Amaya struck the deal with Oldford Group Limited, the holding company for Rational Group and will acquire 100% of the issued and outstanding shares of Oldford Group in an all-cash transaction for an aggregate purchase price, which includes certain differed payments and is subject to other customary adjustments.
The transaction will be financed by a combination of cash on hand, new debt, and a private placement of subscription receipts, common shares and non-voting convertible preferred.
PokerStars’ senior management team will remain with the group but the deal means Oldford shareholder and PokerStars chief executive Mark Scheinberg “will resign from all positions with Oldford Group and its subsidiaries”.
With Mark Scheinberg’s father and PokerStars founder Isai Scheinberg having stepped down from any involvement with the group as part of its dealings with the US Department of Justice, the path has been cleared for the company to potentially return to the US market, starting with the state of New Jersey, where Amaya has casino content deals with a number of licensed operators.
Rational Group recorded revenues of US$1.1bn and adjusted EBITDA of US$420m in 2013, up on 2012’s US$976m and US$342m respective figures. The group’s 2013 cash flow stands at US$317m.
Amaya said that the deal would “be immediately accretive to earnings and provide strong cash flow from operations”.
“This is a transformative acquisition for Amaya, strengthening our core business-to-business operations with a consumer online powerhouse that creates a scalable global platform for growth,” Amaya chief executive officer David Baazov said.
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