Former CEO David Baazov Submits Plan to Acquire, Privatize Amaya

Former Amaya Inc. CEO David Baazov has submitted an offer to purchase the company that he ran, according to an announcement made by Amaya earlier today.  Baazov, who resigned his position at the parent company of PokerStars earlier this year, made his offer on behalf of an unnamed investment group that plans to re-take the company private, the status it enjoyed for its first decade-plus of existence before it was acquired by Amaya in 2014.

david-baazov-2Per the formal Amaya statement, the investment entity formed to acquire Amaya has offered a price of CAD $24.00 per common share, which represents about a 30% over the company’s current market price at start of day.

A few other details are also available. According to the company, “Amaya also confirms that the offer provides for a USD$200 million deposit into escrow upon execution of a definitive agreement in respect of a potential transaction that would be converted into a one-year structurally subordinated, interest bearing debt obligation to fund a portion of the USD$400 million deferred purchase price for Amaya’s acquisition of the Rational Group in August 2014, such amount to be convertible into equity following the closing of such potential transaction.”

The total valuation of the deal, should it be accepted and come to fruition, is estimated at CAD $6.7 billion.  That’s roughly equivalent to USD $4.95 billion  or €4.6 billion.

The offer continues the strange saga of Amaya and its off-again, on-again relationship with Baazov, who stepped down from the company earlier this year after being charged with insider trading by Quebec’s securities-regulating authority, Autorité des marchés financiers (AMF).  Two other Amaya execs were also charged, and another 20 or so people have been charged or investigated in conjunction with an alleged, long-running insider-trading scheme that included a suspicious run-up of Amaya’s stock valuation in the weeks preceding the 2014 reverse acquisition of Amaya.  The AMF’s cases against Baazov and his alleged fellow scheme participants are ongoing.

Baazov, who still owns about 12% of Amaya, had already made a previous — though very tentative offer — to acquire the company.  However, Baazov was widely regarded to have dropped those acquisition plans after first taking a leave of absence, then formally leaving his executive roles with the company.

While Baazov’s continued interest in Amaya and PokerStars isn’t that surprising, his return to a prominent role with the company would bring complications for the firm.  Besides the AMF matter in Quebec, Baazov and current Amaya CFO Daniel Sebag, along with the company itself, have been named as defendants in a class-action suit brought by some aggrieved Amaya investors.

And then there’s the matter of how regulators in other jurisdictions will view a return of Baazov to an active role in the company, should an acquisition and re-privatization occur.  Among those jurisdictions is the US state of New Jersey where the PokerStars brand was approved only after a couple of hard-fought years, and after the departure of Stars’ original ownership group. led by father and son Isai and Mark Scheinberg.  New Jersey’s Division of Gaming Enforcement (DGE), which is charged with the approval of licensed gaming operators, could not have been pleased when the insider-trading charges in Quebec were announced.

Even in acknowledging the offer from Baazov’s group, Amaya remained somewhat low-key and noncommittal.  According to the company’s statement, “As of the time of this release, there can be no assurance that Mr. Baazov’s offer or that any future bid or offer will ultimately result in a completed transaction.”


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