MONTREAL, March 14, 2016 /PRNewswire/ - Amaya Inc.
(NASDAQ: AYA; TSX: AYA) today reported financial results for the
fourth quarter and year ended December 31,
2015 and provided a performance update for the first two
months of 2016. Unless otherwise noted, all dollar ($) amounts are
in Canadian dollars.
"Throughout 2015 we successfully executed on our strategy of
diversifying our operations while maintaining market dominance in
poker," said David Baazov, Amaya
Chairman and CEO. "Despite significant foreign exchange and product
rollout challenges, we achieved positive growth on a constant
currency basis and, through investments and initiatives that will
continue through 2016, have laid the foundation for becoming a
leader across multiple gaming verticals."
Fourth Quarter and Full Year 2015 Financial
Summary(1)
|
|
Three Months
Ended
December
31,
|
|
Year-over-Year
Change
|
|
Years
Ended
December
31,
|
|
Year-over-Year
Change
|
$000's, except
percentages and per share amounts
|
|
2015
|
|
2014
|
|
|
|
2015
(2)
|
|
2014
|
|
|
Revenues
|
|
389,506
|
|
339,406
|
|
15%
|
|
1,371,040
|
|
1,264,696
|
|
8%
|
Adjusted
EBITDA
|
|
166,224
|
|
143,797
|
|
16%
|
|
586,948
|
|
530,653
|
|
11%
|
Net earnings (loss)
from continuing operations
|
|
(15,762)
|
|
35,589
|
|
(144%)
|
|
(25,917)
|
|
125,193
|
|
(121%)
|
Adjusted Net
Earnings
|
|
111,254
|
|
87,870
|
|
27%
|
|
372,169
|
|
314,918
|
|
18%
|
Diluted earnings
(loss) from continuing operations per common share
|
|
$
|
(0.07)
|
|
$
|
0.17
|
|
(143%)
|
|
$
|
(0.12)
|
|
$
|
0.61
|
|
(120%)
|
Adjusted Net Earnings
per Diluted Share
|
|
$
|
0.53
|
|
$
|
0.43
|
|
24%
|
|
$
|
1.76
|
|
$
|
1.53
|
|
15%
|
(1) For
important information on Amaya's non-IFRS measures, see below under
"Non-IFRS and Non-U.S. GAAP Measures" and the tables under
"Reconciliation of Non-IFRS Measures to Nearest IFRS Measures".
Adjusted Net Earnings and Adjusted Net Earnings per Diluted Share
should be considered as the same measures as Pro-Forma Adjusted Net
Earnings and Pro-Forma Adjusted Net Earnings per Diluted Share used
in Amaya's previously announced full year 2015 financial guidance;
provided, that the number of Diluted Shares used in this release
for 2015 and 2014 is 211 million and 206 million, respectively (the
number of Diluted Shares used in Amaya's previously announced
full-year 2015 financial guidance was 208 million). Unless
otherwise noted, all 2014 figures assume that the acquisition of
Amaya's B2C business occurred as of January 1, 2014 and the sale of
Amaya's former B2B business occurred as of December 31, 2013. For
the full year 2014, actual IFRS revenues were $553.67 million, net
earnings from continuing operations were $98.18 million and diluted
earnings from continuing operations per common share were
$0.71
|
(2) The
foreign exchange rate used in this release and Amaya's audited
consolidated financial statements for the full year 2015 was
$1.2785 to US$1.0000 whereas the foreign exchange rate used in
Amaya's previously announced full year 2015 financial guidance was
$1.2600 to US$1.0000.
|
Fourth Quarter 2015 and Other Financial Highlights
- Foreign Exchange and Other Impacts on Revenues -
Excluding the impact of year-over-year changes in foreign exchange
rates, total revenues for the quarter and full year would have
increased by 12% and 15%, respectively, and real-money online
revenues for the quarter and full year would have increased by 13%
and 15%, respectively. On such constant currency basis and
excluding the levy of certain value added taxes (VAT) introduced in
certain European Union jurisdictions in 2015 and the previously
reported suspension or impairment of real-money operations in
Portugal, Greece and certain other jurisdictions, total
revenues for the quarter and full year would have increased by 16%
and 19%, respectively, and real-money online revenues for the
quarter and full year would have increased by 17% and 19%,
respectively. Approximately US$6.8
million of revenues for the quarter and full year were the
result of accounting adjustments for certain offsets to gross
gaming revenue.
- Operating Segment Revenues - Real-money online poker
revenues and real-money online casino and sportsbook combined
revenues represented approximately 78% and 17% of total revenues
for the quarter, respectively, as compared to 93% and 3%,
respectively, for the fourth quarter of 2014. Other offerings,
including social and play-money gaming, live poker events, branded
poker rooms and daily fantasy sports, and other nominal sources of
revenue are aggregated into other revenues, which comprise the
remaining portion of total revenues for the periods.
- Adjusted Net Leverage Ratio - Adjusted Net Leverage
Ratio at December 31, 2015 was
5.07.
- Debt – During the year Amaya reduced total long-term
debt from approximately US$3.156
billion with a weighted average interest rate of 6.38% to
approximately US$2.587 billion with a
weighted average interest rate of 5%. Amaya expects interest and
debt principal payments to be approximately US$173 million in 2016.
Fourth Quarter 2015 Operational Highlights
- Customer Registrations - Aggregate customer
registrations increased by 1.99 million to approximately 99 million
at the end of 2015 and currently exceed 100 million.
- Quarterly Real-Money Active Uniques (QAUs) – Total
combined QAUs were 2.4 million, a decrease of approximately 2.3%
year-over-year, and PokerStars only QAUs were 2.3 million, an
increase of approximately 0.6% year-over-year. Excluding the impact
of the suspension or impairment of certain real-money operations
noted above, total combined QAUs would have increased approximately
0.9%, and PokerStars only QAUs would have increased approximately
4.1%. Approximately 95% of total combined QAUs played on
PokerStars. Amaya estimates that its emerging online casino
offerings are already among the world's fastest growing and have
one of the largest player bases among its competitors.
- Quarterly Net Yield (QNY) – Total QNY was $153, an increase of 16.8% year-over-year. Total
QNY on a U.S. dollar basis was US$113, a decrease of 2.4% year-over-year.
Excluding the impact of year-over-year changes in foreign exchange
rates, total QNY was US$134, an
increase of 15.2% year-over-year. On such constant currency basis
and excluding the levy of certain VAT and the suspension or
impairment of certain real-money operations noted above, total QNY
on a U.S. dollar basis increased by 13.5% year-over-year.
2016 Performance Update
- Revenues – For the first two months of 2016, Amaya
estimates that unaudited consolidated revenues were approximately
US$189 million, representing an
increase of approximately 4% over the same period of 2015. Of such
revenues, 75% was attributable to real-money online poker estimated
revenues and 21% was attributable to real-money online casino and
sportsbook combined estimated revenues. Excluding the impact of
year-over-year changes in foreign exchange rates, Amaya estimates
that such revenues were approximately US$208
million, representing an increase of approximately 14% over
the same period of 2015.
- 2016 Guidance – As previously announced, the Special
Committee of the Board of Directors determined, in consultation
with the Audit Committee of the Board of Directors, that in view of
the potential offer to acquire Amaya that may be forthcoming from
Mr. Baazov, and the fact that the Special Committee's financial
advisor and the independent valuator have commenced their review
process, it would be inappropriate for Amaya to provide guidance
with respect to its 2016 financial performance at this time. An
analysis of management's forecast of Amaya's financial performance
will be part of the valuator's work, and its report, which would
include certain forecast information, would be made public as part
of any disclosure document relating to an offer, if any, from Mr.
Baazov. Amaya is not otherwise precluded from providing 2016
financial guidance in the future.
Annual Information Form, Financial Statements, Management's
Discussion and Analysis and Additional Information
Amaya's annual information form, audited consolidated financial
statements and management's discussion and analysis for the
three-month period and year ended December
31, 2015, as well as additional information relating to
Amaya and its business, can be found on SEDAR at
www.sedar.com, Edgar at www.sec.gov and Amaya's website at
www.amaya.com.
In addition to press releases, securities filings and public
conference calls and webcasts, Amaya intends to use its investor
relations page on its website as a means of disclosing material
information to its investors and others and for complying with its
disclosure obligations under applicable securities laws.
Accordingly, investors and others should monitor the website in
addition to following Amaya's press releases, securities filings
and public conference calls and webcasts. This list may be updated
from time to time.
Conference Call and Webcast
Amaya will host a conference call today, March 14, 2016 at 5:30
p.m. ET to discuss its financial results for 2015.
David Baazov, Amaya Chairman and
CEO, will chair the call. To access via tele-conference, please
dial +1.888.231.8191 or +1.647.427.7450 ten minutes prior to the
scheduled start of the call. The playback will be made available
two hours after the event at +1.855.859.2056 or +1.416.849.0833.
The Conference ID number is 63936885. To access the webcast please
use the following link:
http://event.on24.com/r.htm?e=1151131&s=1&k=C9A9A9C795D496EC8426E71A678B3E52
Reconciliation of Non-IFRS Measures to Nearest IFRS
Measures
The table below presents reconciliations of Adjusted EBITDA,
Adjusted Net Earnings and Adjusted Net Earnings per Diluted Share
to the nearest IFRS measures:
|
|
Three Months Ended
December 31,
|
|
|
Years Ended
December 31,
|
|
$000's, except per
share amounts
|
|
2015
|
|
|
2014
(1)
|
|
|
2015
|
|
|
2014
(1)
|
|
Net earnings (loss)
from continuing operations
|
|
|
(15,762)
|
|
|
|
35,589
|
|
|
|
(25,917)
|
|
|
|
125,193
|
|
Financial
expenses
|
|
|
71,777
|
|
|
|
57,342
|
|
|
|
252,446
|
|
|
|
192,189
|
|
Income taxes
(recovery)
|
|
|
(5,934)
|
|
|
|
898
|
|
|
|
18,464
|
|
|
|
(5,324)
|
|
Depreciation of
property and equipment
|
|
|
2,673
|
|
|
|
2,352
|
|
|
|
9,696
|
|
|
|
9,768
|
|
Amortization of
intangible and deferred assets
|
|
|
41,640
|
|
|
|
32,413
|
|
|
|
154,024
|
|
|
|
134,694
|
|
Stock-based
compensation
|
|
|
3,873
|
|
|
|
3,209
|
|
|
|
18,107
|
|
|
|
6,237
|
|
EBITDA
|
|
|
98,267
|
|
|
|
131,803
|
|
|
|
426,820
|
|
|
|
462,757
|
|
Termination of
affiliate and employment agreements
|
|
|
16,367
|
|
|
|
406
|
|
|
|
26,912
|
|
|
|
1,215
|
|
Non-recurring
professional fees
|
|
|
(148)
|
|
|
|
—
|
|
|
|
10,919
|
|
|
|
—
|
|
Loss (gain) on
disposal of assets
|
|
|
97
|
|
|
|
(1,612)
|
|
|
|
302
|
|
|
|
2,523
|
|
Loss (gain) on sale
of subsidiary
|
|
|
1,178
|
|
|
|
9,772
|
|
|
|
(5,564)
|
|
|
|
(19,562)
|
|
Loss (gain) from
investments
|
|
|
(762)
|
|
|
|
(8,289)
|
|
|
|
14,515
|
|
|
|
(9,976)
|
|
Acquisition-related
costs
|
|
|
356
|
|
|
|
1,472
|
|
|
|
633
|
|
|
|
21,918
|
|
Impairment
|
|
|
11,617
|
|
|
|
6,128
|
|
|
|
31,168
|
|
|
|
15,167
|
|
Other non-recurring
costs
|
|
|
39,252
|
|
|
|
4,117
|
|
|
|
81,243
|
|
|
|
11,167
|
|
Pro-forma B2C
non-recurring costs
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
45,444
|
|
Adjusted
EBITDA
|
|
|
166,224
|
|
|
|
143,797
|
|
|
|
586,948
|
|
|
|
530,653
|
|
Current income tax
expense
|
|
|
(3,949)
|
|
|
|
(3,340)
|
|
|
|
(9,389)
|
|
|
|
(8,825)
|
|
Depreciation and
amortization (net of amortization of purchase price allocation
intangibles)
|
|
|
(5,115)
|
|
|
|
(3,272)
|
|
|
|
(13,518)
|
|
|
|
(11,675)
|
|
Interest (net of
interest accretion)
|
|
|
(45,906)
|
|
|
|
(49,315)
|
|
|
|
(191,872)
|
|
|
|
(195,235)
|
|
Adjusted Net
Earnings
|
|
|
111,254
|
|
|
|
87,870
|
|
|
|
372,169
|
|
|
|
314,918
|
|
Diluted
Shares
|
|
|
211,000,000
|
|
|
|
206,000,000
|
|
|
|
211,000,000
|
|
|
|
206,000,000
|
|
Adjusted Net
Earnings per Diluted Share
|
|
$
|
0.53
|
|
|
$
|
0.43
|
|
|
$
|
1.76
|
|
|
$
|
1.53
|
|
The table below presents certain items comprising "Other
non-recurring costs" in the reconciliation table above:
|
|
Three Months
Ended
December
31,
|
|
Years
Ended
December
31,
|
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
|
$000's
|
|
$000's
|
|
$000's
|
|
$000's
|
Pre-2015 Austrian
gaming duty
|
|
31,774
|
|
—
|
|
31,774
|
|
—
|
Pre-license Romanian
gaming duty
|
|
131
|
|
—
|
|
8,934
|
|
—
|
Non-U.S. lobbying
expenses
|
|
3,645
|
|
463
|
|
10,331
|
|
1,008
|
U.S. lobbying
expenses
|
|
252
|
|
2,047
|
|
8,512
|
|
3,137
|
Retention
bonuses
|
|
2,866
|
|
—
|
|
10,564
|
|
—
|
Non-recurring
expenses to obtain New Jersey license
|
|
169
|
|
—
|
|
1,983
|
|
—
|
Other
|
|
415
|
|
1,607
|
|
9,145
|
|
7,022
|
Other
non-recurring costs
|
|
39,252
|
|
4,117
|
|
81,243
|
|
11,167
|
The table below presents reconciliations of Adjusted Net Debt
and Adjusted Net Leverage Ratio to the nearest IFRS measures:
|
|
Years Ended
December 31,
|
|
|
2015
|
|
2014
|
|
|
US$000's
|
|
US$000's
|
Long term
debt
|
|
2,587,170
|
|
3,156,255
|
Less:
|
|
|
|
|
Cash
|
|
(274,359)
|
|
(366,738)
|
Restricted
cash
|
|
(110,892)
|
|
(48,314)
|
Investments (current
and investments in associates)
|
|
(318,316)
|
|
(345,329)
|
Add:
|
|
|
|
|
Customer
deposits
|
|
443,520
|
|
518,029
|
Adjusted Net
Debt
|
|
2,327,123
|
|
2,913,903
|
Adjusted
EBITDA
|
|
459,091
|
|
480,403
|
Adjusted Net
Leverage Ratio
|
|
5.07
|
|
6.07
|
About Amaya
Amaya is a leading provider of technology-based products and
services in the global gaming and interactive entertainment
industries. Amaya owns gaming and related consumer businesses and
brands including PokerStars, Full Tilt, BetStars, StarsDraft, the
European Poker Tour, PokerStars Caribbean Adventure, Latin American
Poker Tour and the Asia Pacific Poker Tour. These brands have more
than 100 million cumulative registered customers globally and
collectively form the largest poker business in the world,
comprising online poker games and tournaments, live poker
competitions, branded poker rooms in popular casinos in major
cities around the world, and poker programming created for
television and online audiences. Amaya, through certain of these
brands, also offers non-poker gaming products, including casino,
sportsbook and daily fantasy sports. Amaya has various gaming and
gaming-related licenses or approvals throughout the world,
including from the United Kingdom,
Italy, France, Spain, Estonia, Belgium, Denmark, Bulgaria, Greece, Ireland, Romania, the Isle of
Man, Malta, the State of
Schleswig-Holstein in Germany, the Provinces of Quebec and Ontario in Canada, and the State of New Jersey in the United States.
Cautionary Note Regarding Forward Looking Statements
This news release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 and
applicable securities laws, including, without limitation, certain
financial expectations and projections. Forward-looking statements
can, but may not always, be identified by the use of words such as
"anticipate", "plan", "continue", "estimate", "expect", "may",
"will", "project", "predict", "potential", "targeting", "intend",
"could", "might", "would", "should", "believe", "objective",
"ongoing" and similar references to future periods or the negatives
of these words and expressions. These statements, other than
statements of historical fact, are based on management's current
expectations and are subject to a number of risks, uncertainties,
and assumptions, including market and economic conditions, business
prospects or opportunities, future plans and strategies,
projections, technological developments, anticipated events and
trends and regulatory changes that affect us, our customers and our
industries. Although Amaya and management believe the expectations
reflected in such forward-looking statements are reasonable and are
based on reasonable assumptions and estimates, there can be no
assurance that these assumptions or estimates are accurate or that
any of these expectations will prove accurate. Forward-looking
statements are inherently subject to significant business, economic
and competitive risks, uncertainties and contingencies that could
cause actual events to differ materially from those expressed or
implied in such statements. Specific risks and uncertainties
include, but are not limited to: the heavily regulated industry in
which Amaya carries on business; interactive entertainment and
online and mobile gaming generally; current and future laws or
regulations and new interpretations of existing laws or regulations
with respect to online and mobile gaming; potential changes to the
gaming regulatory scheme; legal and regulatory requirements;
ability to obtain, maintain and comply with all applicable and
required licenses, permits and certifications to distribute and
market its products and services, including difficulties or delays
in the same; significant barriers to entry; competition and the
competitive environment within Amaya's addressable markets and
industries; impact of inability to complete future acquisitions or
to integrate businesses successfully; ability to develop and
enhance existing products and services and new commercially viable
products and services; ability to mitigate foreign exchange and
currency risks; ability to mitigate tax risks and adverse tax
consequences, including, without limitation, the imposition of new
or additional taxes, such as value-added and point of consumption
taxes, and gaming duties; risks of foreign operations generally;
protection of proprietary technology and intellectual property
rights; ability to recruit and retain management and other
qualified personnel, including key technical, sales and marketing
personnel; defects in Amaya's products or services; losses due to
fraudulent activities; management of growth; contract awards;
potential financial opportunities in addressable markets and with
respect to individual contracts; ability of technology
infrastructure to meet applicable demand; systems, networks,
telecommunications or service disruptions or failures or
cyber-attacks; regulations and laws that may be adopted with
respect to the Internet and electronic commerce and that may
otherwise impact Amaya in the jurisdictions where it is currently
doing business or intends to do business; ability to obtain
additional financing on reasonable terms or at all; refinancing
risks; customer and operator preferences and changes in the
economy; dependency on customers' acceptance of its products and
services; consolidation within the gaming industry; litigation
costs and outcomes; expansion within existing and into new markets;
relationships with vendors and distributors; and natural events.
Other applicable risks and uncertainties include those identified
under the heading "Risk Factors and Uncertainties" in Amaya's
Annual Information Form for the year ended December 31, 2015 and "Risk Factors and
Uncertainties" and "Limitations of Key Metrics and Other Data" in
its Management's Discussion and Analysis for the periods ended
December 31, 2015 (the "2015 Annual
MD&A"), each available on SEDAR at www.sedar.com, EDGAR at
www.sec.gov and Amaya's website at www.amaya.com, and in other
filings that Amaya has made and may make with applicable securities
authorities in the future. Investors are cautioned not to put undue
reliance on forward-looking statements. Any forward-looking
statement speaks only as of the date hereof, and Amaya undertakes
no obligation to correct or update any forward-looking statement,
whether as a result of new information, future events or otherwise,
except as required by applicable law.
Non-IFRS and Non-U.S. GAAP Measures
This news release references non-IFRS and non-U.S. GAAP
financial measures, including Adjusted EBITDA, Adjusted Net
Earnings (including Pro Forma), Adjusted Net Earnings per Diluted
Share (including Pro Forma), Adjusted Net Leverage Ratio (including
Adjusted Net Debt) and the foreign exchange impact on
revenues. Amaya believes these non-IFRS and non-U.S. GAAP
financial measures will provide investors with useful supplemental
information about the financial performance of its business, enable
comparison of financial results between periods where certain items
may vary independent of business performance, and allow for greater
transparency with respect to key metrics used by management in
operating its business. Although management believes these
financial measures are important in evaluating Amaya, they are not
intended to be considered in isolation or as a substitute for, or
superior to, financial information prepared and presented in
accordance with IFRS or U.S. GAAP. They are not recognized measures
under IFRS or U.S. GAAP and do not have standardized meanings
prescribed by IFRS or U.S. GAAP. These measures may be different
from non-IFRS and non-U.S. GAAP financial measures used by other
companies, limiting its usefulness for comparison purposes.
Moreover, presentation of certain of these measures is provided for
year-over-year comparison purposes, and investors should be
cautioned that the effect of the adjustments thereto provided
herein have an actual effect on Amaya's operating results. Amaya
uses the following non-IFRS and non-U.S. GAAP measures in this
release:
Adjusted EBITDA means net earnings (loss) from continuing
operations before interest and financing costs (net of interest
income), income taxes, depreciation and amortization, stock-based
compensation, restructuring and other non-recurring costs.
Adjusted Net Earnings means net earnings (loss) from continuing
operations before interest accretion, amortization of intangible
assets resulting from purchase price allocation following
acquisitions, stock-based compensation, restructuring, foreign
exchange, and other non-recurring costs. Adjusted Net
Earnings per Diluted Share means Adjusted Net Earnings divided by
Diluted Shares. Diluted Shares means Amaya's common shares on a
fully diluted basis, including options, warrants and convertible
preferred shares, using a denominator of 211 million common shares
for 2015 and 206 million common shares for 2014 (the number of
common shares used in Amaya's previously announced full-year 2015
financial guidance was 208 million).
Adjusted Net Leverage Ratio means Adjusted Net Debt divided by
Adjusted EBITDA. Adjusted Net Debt means total financial leverage
minus cash (with cash including funds in excess of working capital
requirements that Amaya currently expects to have set aside for the
deferred payment that is in restricted cash in Amaya's audited
consolidated financial statements for the year ended December 31, 2015) plus current investments less
customer deposits liabilities, and after giving effect to the full
divestiture of Amaya's former B2B business. This does not assume
potential cash from the exercise of warrants with maturity dates
extending beyond 2015. After the date hereof, Amaya will no
longer present Adjusted Net Leverage Ratio as it is currently
defined given confusion related to applicable debt covenants, and
given the assumptions management would be required to make to
provide this non-IFRS measure in the future. Amaya no longer
considers this measure useful or important to understanding its
financial condition.
To calculate revenue on a constant currency basis, Amaya
translated revenue for the three month period and year ended
December 31, 2015 using the prior year's monthly exchange
rates for its local currencies other than the U.S. dollar, which
Amaya believes is a useful metric that facilitates comparison to
its historical performance.
Key Metrics
Amaya defines QAUs as active unique customers (online,
mobile and desktop client) who generated rake, placed a bet or
otherwise wagered (not including free play, bonuses or other
promotions) on or through an Amaya poker, casino or sportsbook
offering during the applicable quarterly period. Amaya defines
unique as a customer who played at least once on one of Amaya's
real-money offerings during the period, and excludes duplicate
counting, even if that customer is active across multiple verticals
(e.g., both poker and casino).
Amaya defines QNY as combined real-money online gaming and
related revenue (excluding certain other revenues, such as revenues
from play-money offerings, live events and branded poker rooms) for
its two operating segments (i.e., online poker and online casino
and sportsbook) as reported during the applicable quarterly period
divided by the total QAUs during the same period. Amaya provides
QNY on a Canadian dollar, U.S. dollar and constant currency
basis.
For additional information on Amaya's key metrics and other
data, see the 2015 Annual MD&A under the headings "Limitations
on Key Metrics and Other Data" and "Key Metrics".
B2C Business Historical Measures
All historical information and financial measures relating to
Amaya's B2C business prior to Amaya's acquisition of Amaya Group
Holdings (IOM) Limited (formerly known as Oldford Group Limited)
and its subsidiaries (collectively, "Rational Group") on
August 1, 2014 presented in, or due
to lack of information omitted from, Amaya's documents filed on
SEDAR at www.sedar.com and Edgar at www.sec.gov, including Amaya's
Management Information Circular, dated June 30, 2014, for the
annual and special meeting of shareholders of Amaya held on
July 30, 2014, Amaya's Business Acquisition Report, as amended
and restated on July 27, 2015, and
this release, including all financial information of the B2C
business, has been provided in exclusive reliance on the
information made available by Rational Group and their respective
representatives. Although Amaya has no reason to doubt the accuracy
or completeness of Rational Group's information provided therein
and herein, any inaccuracy or omission in such information could
result in unanticipated liabilities or expenses, increase the cost
of integrating Amaya and Rational Group or adversely affect the
operational plans of the combined entities and its results of
operations and financial condition.
SOURCE Amaya Inc.