Cryptologic corp20 Sep 2019 13:15
TORONTO, Sept. 19, 2019 (GLOBE NEWSWIRE) -- Wayland Group (CSE:WAYL) (“Wayland”) and Cryptologic Corp. (CSE: CRY) (“Cryptologic”) are pleased to announce that Maricann Inc. (“Maricann”), a subsidiary of Wayland, and Cryptologic have entered into an amended and restated loan agreement, effective as of September 17, 2019 (the “Agreement”), that provides for additional bridge loans from Cryptologic to Maricann (collectively, the “Loans” and each a “Loan”). Each additional Loan is expected to be in an amount equal to $1 million, subject to an overall aggregate cap of $25 million for all Loans, including Loans already advanced. Following Cryptologic’s advance of an additional Loan of $1 million on September 18, 2019, the aggregate principal amount of outstanding Loans is $6 million. The Agreement has been entered into in connection with the previously announced letter of intent dated August 2, 2019 (as amended, the “LOI”) pursuant to which Wayland intends to sell its Canadian business to Cryptologic (the “Asset Sale”).
The Agreement provides for, amongst other things, the payment by Maricann to Cryptologic of a non-completion fee (the “Fee”) up to an amount equal to 5% of the deemed aggregate equity value of the Asset Sale. Wayland would be required to pay the Fee in the event that the Asset Sale is not completed as a result of Wayland completing an alternative transaction in connection with its Canadian business, and the Fee would be payable on the earlier of the closing date of an alternative transaction, or the last day of the term of the Loans. The amount of the Fee would be calculated based on the aggregate principal amount of outstanding Loans (subject to the 5% maximum). In the event that the Fee becomes payable, based on the current aggregate principal amount of outstanding Loans, the Fee will be $6 million if the principal amount of the loan is repaid on or prior to completion of the alternate transaction or $11.5 million if it is not, which is the maximum amount permitted under the Agreement based on 5% of the deemed aggregate equity value of the Asset Sale of $230 million. The Agreement further amends the LOI to provide that any time after December 16, 2019, Wayland may provide notice that it intends to commence discussions with respect to an alternative transaction and the issuance of such notice shall consequently trigger the obligation to pay the Fee.
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