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Evergreen to be acquired by Maverick for $68M (U.S.) 2022-09-08 15:18 ET - News Release Mr. Steve Michels reports EVERGREEN GAMING CORPORATION ENTERS INTO DEFINITIVE ARRANGEMENT AGREEMENT TO BE ACQUIRED BY MAVERICK GAMING LLC Evergreen Gaming Corp. has entered into an arrangement agreement with Maverick Gaming LLC and its subsidiary Maverick Acquisition Canada ULC, which contemplates a plan of arrangement under the Business Corporations Act (British Columbia). Pursuant to the arrangement agreement and the accompanying initial purchase agreement, defined hereafter, Maverick will acquire all of the outstanding common shares of Evergreen. Under the transactions contemplated in the arrangement agreement and the initial purchase agreement, Maverick would acquire 100 per cent of the outstanding common shares of Evergreen for cash consideration of 55 U.S. cents per Evergreen share, subject to adjustment as referred to hereafter. The transaction was unanimously approved at a meeting of the Evergreen board of directors, and the Evergreen board of directors unanimously recommends that Evergreen shareholders vote in avour of the transaction. The transaction provides total consideration, subject to potential adjustment, of approximately $68-million (U.S.). Transaction highlights: The transaction is the culmination of negotiations with a number of third parties expressing an interest in acquiring the company, beginning in late 2018, with the offer price per share represented by the transaction being the highest price offered for 100 per cent of the outstanding shares of Evergreen. The 55-U.S.-cent cash consideration offered for each Evergreen share equates to approximately 72 Canadian cents per share at the current exchange rate, representing an 18-per-cent premium to Evergreen's 30-day volume-weighted average share price and a 28-per-cent premium to Evergreen's 60-day volume-weighted average price on the TSX Venture Exchange for the period ended Sept. 7, 2022. The consideration is all cash and is not subject to a financing condition. The consideration secures immediate value for Evergreen shareholders. Shareholders who collectively hold or control approximately 78 per cent of Evergreen's outstanding shares have entered into support agreements pursuant to which they have agreed to vote their shares in favour of the transaction. Evergreen is entitled to terminate the arrangement agreement to enter into a definitive agreement with respect to a superior proposal, in which case Maverick is entitled to a termination fee of $2.5-million (U.S.). Evergreen is entitled to a reverse break fee of $2.5-million (U.S.) in certain circumstances upon the termination of the arrangement agreement. The arrangement agreement contains customary deal protection provisions, including that Evergreen is not entitled to solicit third parties or engage in negotiations or discussions with third parties regarding a potential acquisition of the company, except as expressly provided in the arrangement agreement, and that Maverick has a right to match any superior proposal received by Evergreen. Evans & Evans of Vancouver, B.C., is acting as financial adviser to Evergreen. Evans & Evans has provided an opinion to Evergreen's board of directors that, as of the date of the opinion, and subject to the assumptions, limitations and qualifications on which such opinion is based, the consideration to be received by Evergreen shareholders is fair, from a financial point of view, to the Evergreen shareholders. Transaction details The transaction will be completed in a two-step process, anticipated to occur on the same day. To comply with certain Washington State gaming regulations, Maverick will first acquire seven million common shares of Evergreen from Michels Development LLC (MDL), a private company wholly owned by Steve Michels, the chairman, chief executive officer and a director of Evergreen, under a share purchase agreement between MDL and Maverick. Under the initial purchase agreement, MDL will receive consideration per share for the seven million shares subject to the agreement that is identical to the consideration received by all other shareholders of Evergreen under the arrangement. If the sale contemplated by the initial purchase agreement is completed and the arrangement should subsequently fail to close for any reason, the sale under the initial purchase agreement will be rescinded. Subject to satisfaction of all conditions for closing provided for in the arrangement agreement, the arrangement is intended to close immediately following the closing of the sale under the initial purchase agreement. Under both the initial purchase agreement and the arrangement, the Evergreen shareholders will receive 55 U.S. cents for each Evergreen share held, subject to adjustment as follows. The arrangement agreement provides that if the company's closing cash, as defined in the arrangement agreement, is less than $26-million (U.S.), then the total consideration payable to the Evergreen shareholders under the transaction will be reduced proportionately, provided, however, that, if closing cash is less than $20.6-million (U.S.), there is no further reduction in the total purchase price beyond $5.4-million (U.S.). If the total purchase price is reduced pursuant to the foregoing (the amount of such reduction being the shortfall), the price payable for each share is reduced from 55 U.S. cents by the amount that results when the shortfall is divided by the number of Evergreen shares outstanding. In the event that the consideration payable per share to Evergreen shareholders is reduced in accordance with the foregoing and in the event that the company subsequently receives one or more payments of a U.S. federal tax refund as a result of employee retention credits that the company has applied for, the amount of any such refund will be paid pro rata to the Evergreen shareholders in one or more subsequent payments, provided, however, that such payment will not exceed the shortfall. The transaction is subject to approval by the Evergreen shareholders, court approval and other closing conditions, including closing cash being not less than $28-million (U.S.), receipt of required Washington State gaming approvals and the TSX Venture Exchange accepting the arrangement agreement for filing. Full details of the transaction will be set out in Evergreen's management information circular that Evergreen will prepare in respect of the meeting of shareholders to approve the transaction, which is expected to occur in the fourth quarter of 2022. The transaction is expected to close by the end of 2022. The arrangement agreement includes customary provisions, including non-solicitation of alternative transactions, a right to match superior proposals in favour of Maverick and fiduciary-out provisions. Evergreen has agreed to pay a termination fee of $2.5-million (U.S.) to Maverick upon the occurrence of certain termination events. Maverick has agreed to pay a termination fee of $2.5-million (U.S.) to Evergreen upon the occurrence of certain termination events. Certain directors and officers of Evergreen that are shareholders of Evergreen have entered into support agreements with Maverick pursuant to which they have agreed, among other things, to support the transaction and vote their Evergreen shares in favour of the arrangement. In total, shareholders holding approximately 78 per cent of the outstanding shares of Evergreen have entered into such support agreements. About Evergreen Gaming Corp. Evergreen is in the business of overseeing the gaming operations of its principal U.S. subsidiary, Washington Gaming Inc. (WGI). WGI, through its subsidiary corporations, operates four casinos in Washington State: the Riverside Casino in Tukwila, Goldies Casino in Shoreline, and the Chips and Palace Casinos in Lakewood. The casinos are mini-casinos (or house-banked card rooms), which offer to persons of legal age a variety of card games of chance at which the player may win or lose money, a business commonly referred to as gaming. WGI also operates bars and restaurants in each casino. About Maverick Gaming LLC Maverick is a gaming company with over 3,000 dedicated team members. Maverick owns and operates a portfolio of 27 properties across Nevada, Washington and Colorado with over 1,800 slot machines, 350 table games, 1,020 hotel rooms and 30 restaurants. Maverick is a proud employer of Teamsters Local 117 workers at its Washington locations as part of its commitment to providing sustainable, family-wage jobs. Founded in 2017 by industry veterans Eric Persson and Justin Beltram, Maverick takes a bold approach to a classic pastime. With an all-star leadership team from some of the largest gaming brands spanning markets in the world, Maverick is dedicated to delivering the best possible gaming experiences for every kind of player. We seek Safe Harbor.
