Recommended Cash Offer for Cryptologic Limited by Amaya Gaming Group Inc.

Wed May 16, 2012 2:27pm EDT

* Reuters is not responsible for the content in this press release.

  MONTREAL, QUEBEC, May 16 (MARKET WIRE) --


    NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO
WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. 

    Summary

    On 2 February 2012, the boards of Amaya Gaming Group Inc. ("Amaya") (TSX
VENTURE:AYA) and CryptoLogic Limited ("CryptoLogic") (TSX:CRY) announced
the terms of a recommended cash offer (the "Offer") to be made by Amaya
to acquire the entire issued and to be issued ordinary share capital of
CryptoLogic ("CryptoLogic Shares"). 

    On 29 March 2012, Amaya announced that the Offer had become wholly
unconditional and that it had extended the Offer until 3.00 p.m. London
time (10.00 a.m. Toronto time) on 18 April 2012, unless otherwise
extended.

    On 18 April 2012, Amaya announced that it had extended the Offer until
3.00 p.m. London time (10.00 a.m. Toronto time) on 2 May 2012, unless
otherwise extended. 

    On 2 May 2012, Amaya announced that it had extended the Offer until 3.00
p.m. London time (10.00 a.m. Toronto time) on 16 May 2012, unless
otherwise extended. 

    Amaya announces today that, as at 3.00 p.m. London time (10.00 a.m.
Toronto time), it has received acceptances giving Amaya control over
12,299,558 CryptoLogic Shares, representing approximately 88.95 per cent.
of the issued share capital of CryptoLogic and that the Offer is being
further extended. 

    Amaya also announces today that amendments have been made to the Offer
Document.

    Acceptance Levels

    Amaya announces that as at 3.00 p.m. London time (10.00 a.m. Toronto
time) today, it has received valid acceptances of the Offer in respect of
a total of 11,327,929 CryptoLogic Shares representing approximately 81.92
per cent. of the issued share capital of CryptoLogic and approximately
88.12 per cent of CryptoLogic Shares to which the Offer relates. 

    CryptoLogic Shares in respect of which valid acceptances have been
received include (i) acceptances received in respect of 11,000
CryptoLogic Shares (representing approximately 0.08 per cent. of the
issued share capital of CryptoLogic) which were subject to irrevocable
undertakings received from the CryptoLogic Directors and (ii) acceptances
received in respect of 2,048,580 CryptoLogic Shares (representing
approximately 14.82 per cent. of the issued share capital of CryptoLogic)
which were subject to undertakings received from Jemekk Capital
Management Inc., Birkenshaw & Company Ltd. and K2 & Associates Investment
Management Inc. 

    Taking into account the existing holding of Amaya of 971,629 CryptoLogic
Shares (representing approximately 7.02 per cent. of the issued share
capital of CryptoLogic), the total numbers of CryptoLogic Shares over
which Amaya now has control is 12,299,558 representing approximately
88.95 per cent. of the issued share capital of CryptoLogic.

    Extension

    Amaya also announces that the Offer is extended and will remain open for
acceptance until 3.00 p.m. London time (10.00 a.m. Toronto time) on 30
May 2012, unless otherwise extended. 

    Forms of Acceptance not yet returned should be completed and returned in
accordance with the instructions set out in the Offer Document and in the
Form of Acceptance as soon as possible.

    Amendments

    Amaya has amended the Offer Document to provide for other means of
acquiring by it the remaining CryptoLogic Shares not tendered to the
Offer. 

    Capitalised terms used and not defined in this announcement have the same
meanings given to them in the Offer Document dated 17 February 2012 and
published on 21 February 2012.

    Enquiries

    If you require assistance or have any questions about procedures for
acceptance of the Offer, please contact Boudicca Proxy Consultants, the
Information Agent for the Offer, on:


--  USA/Canada Toll-Free: 1-800-965-5871 
--  UK Freephone: 0808-189-0978 
--  Rest of the world (charged at national rates): +44 203 051 4260 


    Banks and Brokers may call +1(212) 252-2119 for information or
assistance.

    The helplines will be available between 9.00 a.m. and 1.00 a.m. (London
Time), 4.00 a.m. to 8.00 p.m. (Toronto time), Monday to Friday.

    Alternatively, you may email your enquiries to info@boudiccaproxy.com.

    Please note that the Information Agent cannot provide any financial,
legal or tax advice or advice on the merits of the Offer.

    Important Notice

    This Announcement is for information purposes only and is not intended to
and does not constitute, or form any part of, an offer to sell or an
invitation to subscribe for or purchase any securities or the
solicitation of an offer to purchase or subscribe for any securities in
any jurisdiction pursuant to the Offer or otherwise. Any response in
relation to the Offer should be made only on the basis of the information
contained in the Offer Document (which contains the full terms and
conditions of the Offer including details on how to accept the Offer)
and, in the case of CryptoLogic Shares held in certificated form, the
Form of Acceptance or any other document by which the Offer is made. 

    Canaccord Genuity, which is authorised and regulated in the United
Kingdom by the FSA, is acting exclusively for Amaya and no one else in
connection with the Offer and other matters referred to in this
Announcement and will not be responsible to any person other than Amaya
for providing the protections afforded to clients of Canaccord Genuity
nor for giving advice in relation to the Offer or any other matter or
arrangement referred to in this Announcement.

    Deloitte Corporate Finance is acting exclusively for CryptoLogic and no
one else in connection with the Offer and other matters referred to in
this Announcement and will not be responsible to any person other than
CryptoLogic for providing the protections afforded to clients of Deloitte
Corporate Finance nor for giving advice in relation to the Offer or any
other matter or arrangement referred to in this Announcement. Deloitte
Corporate Finance is a division of Deloitte LLP, which is authorised and
regulated in the United Kingdom by the FSA in respect of regulated
activities.

    Overseas Jurisdictions

    Unless otherwise determined by Amaya or required by the Code, and
permitted by applicable law and regulation, the Offer is not being, and
will not be, made available, directly or indirectly, in, into or by use
of the mails of, or by any means or instrumentality (including, without
limitation, telephonically or electronically) of interstate or foreign
commerce of, or any facilities of a national securities exchange of any
Restricted Jurisdiction. Accordingly, copies of this Announcement and all
documents relating to the Offer are not being, and must not be, directly
or indirectly, mailed or otherwise forwarded, distributed or sent, in
whole or in part, in, into or from any Restricted Jurisdiction where to
do so would violate the laws in that jurisdiction, and persons receiving
this Announcement and all documents relating to the Offer (including
custodians, nominees and trustees) must not mail or otherwise distribute
or send them in, into or from such jurisdictions where to do so may
violate the laws in that jurisdiction. 

    The availability of the Offer to CryptoLogic Shareholders who are not
resident in the United Kingdom, Guernsey, Canada or the United States may
be affected by the laws of the relevant jurisdictions in which they are
resident. Persons who are not resident in the United Kingdom, Guernsey,
Canada or the United States should inform themselves of, and observe, any
applicable requirements.

    Dealing Disclosure Requirements

    Under Rule 8.3(a) of the Code, any person who is interested in one per
cent. or more of any class of relevant securities of an offeree company
or of any paper offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to
be, solely in cash) must make an Opening Position Disclosure following
the commencement of the offer period and, if later, following the
announcement in which any paper offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests and
short positions in, and rights to subscribe for, any relevant securities
of each of (i) the offeree company and (ii) any paper offeror(s). An
Opening Position Disclosure by a person to whom Rule 8.3(a) applies must
be made by no later than 3.30 pm on the 10th Business Day following the
commencement of the offer period and, if appropriate, by no later than
3.30 pm on the 10th Business Day following the announcement in which any
paper offeror is first identified. Relevant persons who deal in the
relevant securities of the offeree company or of a paper offeror prior to
the deadline for making an Opening Position Disclosure must instead make
a Dealing Disclosure. 

    Under Rule 8.3(b) of the Code, any person who is, or becomes, interested
in one per cent. or more of any class of relevant securities of the
offeree company or of any paper offeror must make a Dealing Disclosure if
the person deals in any relevant securities of the offeree company or of
any paper offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any paper offeror, save to the extent that these
details have previously been disclosed under Rule 8. A Dealing Disclosure
by a person to whom Rule 8.3(b) applies must be made by no later than
3.30 pm on the Business Day following the date of the relevant dealing.

    If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a paper offeror,
they will be deemed to be a single person for the purpose of Rule 8.3.

    Opening Position Disclosures must also be made by the offeree company and
by any offeror and Dealing Disclosures must also be made by the offeree
company, by any offeror and by any persons acting in concert with any of
them (see Rules 8.1, 8.2 and 8.4).

    Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be
made can be found in the Disclosure Table on the Takeover Panel's website
at www.thetakeoverpanel.org.uk, including details of the number of
relevant securities in issue, when the offer period commenced and when
any offeror was first identified. You should contact the Panel's Market
Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to
whether you are required to make an Opening Position Disclosure or a
Dealing Disclosure.

    Notice to US Investors

    This Announcement is for informational purposes only and does not
constitute an offer to sell or an invitation to purchase any securities
or the solicitation of an offer to buy any securities, pursuant to the
Offer or otherwise. This Announcement also does not constitute a
Solicitation/ Recommendation Statement under the rules and regulations of
the SEC. The Offer is being made solely by means of an Offer Document,
the Form of Acceptance accompanying the Offer Document and any other
documents required by applicable law, which will contain the full terms
and conditions of the Offer, including details of how the Offer may be
accepted. In the United States, Amaya has filed with the SEC a Tender
Offer Statement on Schedule TO containing the Offer Document and other
related documentation and CryptoLogic has filed with the SEC a
Solicitation/Recommendation Statement on Schedule 14D-9. 

    Free copies of the Schedule TO, the Schedule 14D-9 and the other related
documents filed by Amaya or CryptoLogic in connection with this Offer are
available on the SEC's website at http://www.sec.gov. The Offer Document,
Form of Acceptance accompanying the Offer Document and any other
documents required by applicable law will be made available to all
CryptoLogic Shareholders, Exchangeable Shareholders and CryptoLogic
Option Holders at no charge to them. CryptoLogic Shareholders are advised
to read the Offer Document and the accompanying Form of Acceptance
because they contain important information. CryptoLogic Shareholders in
the United States are also advised to read the Tender Offer Statement and
the Solicitation/Recommendation Statement because they contain important
information.

    Publication on websites 

    A copy of this Announcement will be available free of charge, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on Amaya's website at www.amayagaming.com/cryptologic and
on CryptoLogic's website at http://offer.cryptologic.com by no later than
12.00 noon London time (7.00 a.m. Toronto time) on 17 May 2012. For the
avoidance of doubt, neither the content of the websites referred to in
this Announcement nor the content of any website accessible from
hyperlinks on such websites is incorporated into or forms part of this
Announcement.

    Neither TSX Venture Exchange nor its Regulation Services Provider (as
that term is defined in policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this release.

Contacts:
Amaya:
David Baazov, President and CEO
Daniel Sebag, CFO
+1 514 744 3122

Canaccord Genuity (Financial Adviser to Amaya):
Simon Bridges/Kit Stephenson
+44 (0)207 523 8000
Neil Johnson
+1 416 869 7224

CryptoLogic:
David Baazov, Chairman and CEO
Daniel Sebag, CFO
+1 514 744 3122

Deloitte Corporate Finance
(Financial Adviser to CryptoLogic):
Jonathan Hinton
David Smith
+44 (0)207 936 3000

Luther Pendragon (PR adviser to CryptoLogic):
Neil Thapar
Alexis Gore
+44 (0)20 7618 9100

Copyright 2012, Market Wire, All rights reserved.

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