Amaya (AYA), William Hill Affirm Merger Talks

October 10, 2016 6:45 AM EDT

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The Boards of William Hill PLC and Amaya Inc. (Nasdaq: AYA) note the recent press speculation and confirm that they are in discussions regarding a potential all share merger of equals.

Amaya has been undertaking a review of its strategic alternatives since February 2016. Over recent months, the Board of William Hill has been evaluating options to accelerate William Hill's strategy of increasing diversification by growing its digital and international businesses.

The potential merger would be consistent with the strategic objectives of both William Hill and Amaya and would create a clear international leader across online sports betting, poker and casino.

These discussions are ongoing and there can be no certainty that an agreement will be reached.

The Potential Merger would be classified as a reverse takeover under the Listing Rules of the Financial Conduct Authority and is not subject to the City Code on Takeovers and Mergers. William Hill is required to provide certain confirmations to ensure that there is sufficient information available to the public with regard to the potential reverse takeover in order to avoid a suspension of William Hill's shares. Pursuant to LR 5.6.12G(2) of the Listing Rules, William Hill confirms that Amaya has its shares listed on the Toronto Stock Exchange and Nasdaq Global Select Market and that Amaya has complied with the disclosure requirements applicable on these markets, that information disclosed pursuant to those requirements can be obtained at www.amaya.com/investors and www.amaya.com/press/corporate and that there are no material differences between those disclosure requirements and the disclosure requirements under the Market Abuse Regulation and the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority.

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.

Citigroup Global Markets Limited, which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the FCA and the Prudential Regulation Authority, is acting as financial adviser to William Hill and for no one else in connection with matters set out in this announcement and will not be responsible to anyone other than William Hill for providing the protections afforded to its clients or for providing advice in relation to matters set out in this announcement.

Macquarie Capital (Europe) Limited, which is regulated in the United Kingdom by the FCA, and Macquarie Capital (USA) Inc. (together "Macquarie Capital"), are acting exclusively as financial adviser to William Hill and no one else in connection with the matters described in this announcement. In connection with such matters, Macquarie Capital, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person other than William Hill for providing the protections afforded to clients of Macquarie Capital or for providing advice in connection with the matters described in this announcement or any matter referred to herein.

Barclays Bank PLC, acting through its Investment Bank ("Barclays"), which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the FCA and the Prudential Regulation Authority, is acting exclusively for Amaya and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Amaya for providing the protections afforded to clients of Barclays nor for providing advice in relation to the matters described in this announcement.



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