CPE News (8/12/2020) – Trive Capital Management LLC has closed the acquisition of all of the issued and outstanding common shares of Seven Aces Limited (TSX-V: ACES, OTCGM: ACEXF) by way of a statutory plan of arrangement under OBCA.
Under the terms of the arrangement, each former shareholder of Seven Aces, other than 2759536 Ontario Inc., is entitled to receive cash consideration of CDN $2.77 in exchange for each common share held in Seven Aces immediately prior to the effective time of the arrangement. The transaction values Seven Aces’ total equity at approximately $224 million, $174 million to minority shareholders.
2759536 Ontario Inc. is a wholly-owned subsidiary of Ascendant Group Holdings Inc., a company controlled by Manu Sekhri, CEO of Seven Aces.
Seven Aces Limited is a gaming company, currently, the largest route operator of skill-based gaming machines in the State of Georgia.
Seven Aces’ common shares are expected to be delisted from the TSX Venture Exchange on or about the close of markets on August 14, 2020.
photo credit: Seven Aces
SEVEN ACES COMPLETES GO-PRIVATE TRANSACTION WITH TRIVE CAPITAL
Toronto, August 12, 2020 – Seven Aces Limited (the “Company” or “Seven Aces”) (TSXV: ACES, OTC: ACEXF) is pleased to announce the successful completion of its previously announced go-private transaction pursuant to which an affiliate of Trive Capital Management LLC (“Trive Capital”) acquired all of the issued and outstanding common shares of the Company (the “Common Shares”) by way of a statutory plan of arrangement under the provisions of the Business Corporations Act (Ontario) (the “Arrangement”), other than the Common Shares owned by 2759536 Ontario Inc., a wholly-owned subsidiary of Ascendant Group Holdings Inc. (the “Rollover Shareholder”), a company controlled by Mr. Manu Sekhri (CEO of Seven Aces).
Conner Searcy, Managing Partner of Trive Capital, said: “We are excited to have closed this transaction with Seven Aces. We are grateful for the strong support of the Seven Aces shareholders and want to thank the Seven Aces’ team for their hard work and support of this transaction. We look forward to the opportunity to partner, collaborate and grow the business with the Seven Aces management team in a private company context.”
Mark Lerohl, member of the independent Special Committee of Seven Aces’ Board of Directors, commented: “We are very pleased to have closed this transaction, which not only provides near-term liquidity at a significant premium for Seven Aces shareholders, but is also a great outcome for our employees and other stakeholders. We want to thank the many shareholders who have supported the growth and development of Seven Aces over the years and wish our management team all the best in their partnership with Trive Capital going forward.”
Under the terms of the Arrangement, each former shareholder of Seven Aces (other than the Rollover Shareholder) is entitled to receive cash consideration of CDN $2.77 (the “Consideration”) in exchange for each Common Share held in Seven Aces immediately prior to the effective time of the Arrangement.
To receive the Consideration, registered shareholders of Seven Aces must complete, sign, date and return the Letter of Transmittal that was mailed to each registered shareholder of Seven Aces. The Letter of Transmittal is also available (i) from Seven Aces’ depositary, TSX Trust Company, that can be contacted by telephone at: 1-866-600-5869 (North American Toll Free) / 1 416-342-1091 (outside of North America) or by e-mail at: TMXEInvestorServices@tmx.com, or (ii) on SEDAR (www.sedar.com) under Seven Aces’ issuer profile.
With the Arrangement now complete, the Common Shares will be delisted from the TSX Venture Exchange (expected on or about the close of markets on August 14, 2020), and application has been made to the applicable securities regulators for Seven Aces to cease to be a reporting issuer and to terminate its public reporting obligations.
Further details regarding the Arrangement are set out in the arrangement agreement among Seven Aces and affiliates of Trive Capital dated June 11, 2020, as amended July 30, 2020, as well as the management information circular of Seven Aces dated June 29, 2020, each of which are available on Seven Aces’ website at www.sevenaces.com and on SEDAR (www.sedar.com) under Seven Aces’ issuer profile.
Required Early Warning Report Information
Following completion of the Arrangement, Trive Capital and the Rollover Shareholder, and their respective affiliates and associates, collectively, have beneficial ownership and control over 100% of the issued and outstanding Common Shares. Prior to completion of the Arrangement, (a) an affiliate of Trive Capital sold all of the Common Shares it owned to an institutional investor by way of a private agreement, which Common Shares were subsequently acquired in the Arrangement, and (b) the Rollover Shareholder exercised all of the options to purchase Common Shares then held by it in accordance with their terms.
An amended early warning report will be filed by Trive Capital with applicable Canadian securities regulatory authorities. To obtain a copy, please contact Stephanie Lippa as indicated below. The head office of Trive Capital is located at 2021 McKinney Avenue, Suite 1200, Dallas, Texas, USA, 75201. The head office of 2759536 Ontario Inc. is located at 79 Wellington Street West, Suite 1630, Toronto, Ontario, Canada, M5K 1H1.
Seven Aces’ head office is located at 79 Wellington Street West, Suite 1630, Toronto, Ontario, Canada, M5K 1H1.
About Seven Aces Limited
Seven Aces Limited is a gaming company, with a vision of building a diversified portfolio of world class gaming operations. The Company looks to enhance shareholder value by growing organically and through acquisitions. Currently, the Company is the largest route operator of skill-based gaming machines in the State of Georgia, United States of America.
More information about the Company is available on Seven Aces’ website (www.sevenaces.com).
About Trive Capital
Trive Capital is a Dallas, Texas based private equity firm managing approximately US$2 billion in aggregate capital commitments. Trive Capital focuses on investing equity and debt in what it sees as strategically viable middle-market companies with the potential for transformational upside through operational improvement. Trive Capital seeks to maximize returns through a hands-on partnership that calls for identifying and implementing value creation ideas.
For further information about Seven Aces, please contact:
Chief Financial Officer
Tel. (647) 228-8668
Tel. (416) 477-3411