Press Releases
Parlay Entertainment Inc. Enters Into Letter of Intent
All amounts in Canadian Dollars
OAKVILLE , ONTARIO — Jan 11, 2008 — Parlay Entertainment Inc. (TSX VENTURE: PEI.V) ("Parlay" or the "Company"), announced today that it has entered into a non-binding letter of intent dated January 11, 2008 related to a proposed transaction by PEIC Acquisition Corp. (the "Purchaser") to acquire all of the outstanding common shares of the Company by way of a statutory plan of arrangement.
The proposed transaction is subject to satisfactory completion of due diligence by the Purchaser, the execution of a definitive agreement, court approval, regulatory approval, and the approval of both the board of directors and the shareholders of Parlay. The letter of intent includes a binding exclusivity provision whereby Parlay will not solicit or initiate competing acquisition proposals or participate in negotiations or discussions which may be ongoing with respect to a similar transaction with any third party until January 30, 2008. The exclusivity provision does not impact on Parlay's ability to respond to a superior proposal, should one be presented at any time. The letter of intent also includes a binding provision requiring Parlay to pay the out of pocket legal, tax and accounting costs and expenses of the Purchaser (and its owner) of up to $500,000 Cdn., except where the transaction is terminated by the Purchaser in certain limited circumstances.
The non-binding terms of the letter of intent provide that all shareholders of Parlay would receive approximately $0.95 Cdn. cash for each of their shares of Parlay, except for certain shareholders (which would include certain members of management) as agreed to by the Purchaser and Parlay, who, in lieu of this cash consideration, would receive shares of the Purchaser in exchange for their shares of Parlay.
There can be no assurance that any definitive agreement will be entered into, that any proposed transaction will be approved by the shareholders of Parlay or that any transaction will be completed as a result of the execution of the letter of intent.
The Company has constituted a special committee, which is comprised of the independent directors of Parlay (the "Special Committee"). The Special Committee will engage a financial advisor, who will review the fairness of the proposed transaction from a financial point of view.
About Parlay Entertainment
Parlay Entertainment Inc. is the world's leading developer and licensor of Internet bingo software. As the inventor and patent holder of Internet bingo(1), Parlay is the first company in the world to develop and deploy a commercial Internet bingo product. Parlay bingo is available in both 75-number and 90-number versions and is complemented by a full suite of lottery and casino games. Our multi-player, multi-platform technology is used to power more online bingo sites than any other software provider in the world. Some of the world's best known brands use Parlay Bingo solutions, including Virgin, Yahoo!, MSN and Littlewoods Gaming. Parlay is headquartered in Oakville, Canada with offices in Bridgetown, Barbados, and Valletta, Malta.
About the Purchaser
PEIC Acquisition Corp. is a company incorporated and registered in Ontario, Canada. Mark Blandford, President of PEIC Acquisition Corp., is leading the negotiations on behalf of the Purchaser. PEIC Acquisition Corp. is a wholly owned subsidiary of Letton Investments Limited, a company incorporated and registered in Barbados, set up to make investments in companies who operate in or are related to the internet gaming industry. The acquisition of the shares of Parlay Entertainment Inc. would be the first of such investments.
Contact:
Scott F. White
Parlay Entertainment Inc.
President & CEO
+1 (905) 337-6505
David Callander
Parlay Entertainment Inc.
CFO
+1 (905) 337-6516
For more information on Parlay solutions and services, please visit our Web site at www.parlaygroup.com.
This document may contain statements about expected future events and/or financial and operating results of Parlay Entertainment Inc. that are forward-looking. By their nature, forward-looking statements require the Company to make assumptions and are subject to inherent risks and uncertainties. There is significant risk that predictions and other forward-looking statements will not prove to be accurate. Readers are cautioned not to place undue reliance on forward-looking statements as a number of factors could cause actual future results, conditions, actions or events to differ materially from the targets, expectations, estimates or intentions expressed in the forward-looking statements.
The TSX Venture Exchange does not accept any responsibility for the adequacy or accuracy of this release.
² United States Patent No. 6,585,590 "Method and system for operating a bingo game on the internet, with other Patent applications pending in other countries.
© 2010 by Parlay Entertainment Inc.