AUSTIN, Texas, June 26, 2017 (GLOBE NEWSWIRE) — Continental General Insurance Company (“Continental”), an indirect wholly owned subsidiary of HC2 Holdings 2, Inc. (“HC2 Holdco”) and the holder of 9,987,556 common shares (the “Shares”) in the capital of Gaming Nation Inc. (“Gaming Nation”) and warrants (the “Warrants”) issued by Gaming Nation entitling the holder to acquire, upon exercise, 28,126,068 Common Shares (“Warrant Shares”), at varying exercise prices, for a term expiring April 6, 2020, announces that it has entered into a voting support agreement (the “Voting Support Agreement”), dated June 26, 2017, with OC Special Opportunities Fund, LP, a private investment fund, managed by Orange Capital Ventures GP, LLC (“Orange Capital”) which proposes to acquire all of the issued and outstanding shares of Gaming Nation.
Under the Voting Support Agreement, Continental has agreed to vote, at the Gaming Nation Special Meeting (described below), all of the Shares and all shares issuable upon the exercise of the Warrants in favor of a proposed plan of arrangement (the “Arrangement”) pursuant to an arrangement agreement (the “Arrangement Agreement”) entered into by Gaming Nation and the Orange Capital on June 26, 2017. On and subject to the terms of the Arrangement Agreement, Orange Capital will acquire all of the issued and outstanding shares of Gaming Nation (including the Shares), other than certain shares held by members of management and the Board, for CAD$0.95 in cash per share and the Warrants for CAD$0.09 in cash per warrant.
Prior to the subject transactions, assuming full exercise of the Warrants, Continental has beneficial ownership of, and control and direction over, approximately 53.2% of the outstanding Common Shares of Gaming Nation. Upon completion of the Arrangement, Continental will dispose of the Shares and Warrants and cease to have any beneficial ownership of, or control and direction over, the Shares, the Warrants or any other securities of Gaming Nation and Continental’s security holding percentage will be zero.
The transaction will be implemented by way of a plan of arrangement (the “Arrangement”) under the Business Corporations Act (Ontario) subject to shareholder approval at a special meeting of shareholders of Gaming Nation (the “Gaming Nation Special Meeting”) and the approval of the Ontario Superior Court of Justice, in addition to certain regulatory approvals and closing conditions customary for a transaction of this nature.
Continental does not have any intention to acquire additional securities of Gaming Nation.
A copy of the early warning report to be filed by Continental in connection with its entering into of the Voting Support Agreement described above will be available on SEDAR under Gaming Nation’s profile. This news release is issued under the early warning provisions of National Instrument 62-103- The Early Warning System and Related Take-Over Bid and Insider Reporting Issues of the Canadian securities legislation.
About Continental General Insurance Company
Continental is a corporation incorporated under the laws of Texas and its head office is located at 11001 Lakeline Blvd, Suite 120, Austin, Texas 78717. Continental, an indirect wholly owned subsidiary of HC2 Holdings 2, Inc., is in the business of long-term care insurance.
Cautionary Statement Regarding Forward-Looking Statements
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995: This release contains, and certain oral statements made by our representatives from time to time may contain, forward-looking statements. Generally, forward-looking statements include information describing actions, events, results, strategies and expectations and are generally identifiable by use of the words “believes,” “expects,” “intends,” “anticipates,” “plans,” “seeks,” “estimates,” “projects,” “may,” “will,” “could,” “might,” or “continues” or similar expressions. The forward-looking statements in this press release include without limitation statements regarding our expectation regarding building shareholder value. Such statements are based on the beliefs and assumptions of Continental General Insurance Company’s management. Continental believes these judgments are reasonable, but you should understand that these statements are not guarantees of performance or results, and the Company’s actual results could differ materially from those expressed or implied in the forward-looking statements.
You should not place undue reliance on forward-looking statements. All forward-looking statements attributable to Continental or persons acting on its behalf are expressly qualified in their entirety by the foregoing cautionary statements. All such statements speak only as of the date made, and the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
CONTACT: Contact: Andrew G. Backman [email protected] 212-339-5836