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SC 13D

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Act of 1934

(Amendment No.     )*

 

 

AMAYA INC.

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

02314M108

(CUSIP Number)

David Baazov

c/o Amaya Inc.

7600 TransCanada Highway

Pointe-Claire, Québec H9R 1C8, Canada

Telephone: (514) 744 3122

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 31, 2016

(Date of Event Which Requires Filing of This Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box.  ¨

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

 

 

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes)

 

 

 

CUSIP No. 02314M108

 

1  

Name of reporting persons

 

    David Baazov

2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  ¨

 

3  

SEC use only

 

4  

Source of funds (see instructions)

 

    PF, OO

5  

Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)    ¨

 

6  

Citizenship or place of organization

 

    Canada

Number of

shares

beneficially

owned by

each

reporting

person

with

 

    7   

Sole voting power

 

    24,951,547 (1)

   8   

Shared voting power

 

   9   

Sole dispositive power

 

    24,951,547 (1)

   10   

Shared dispositive power

 

11  

Aggregate amount beneficially owned by each reporting person

 

    24,951,547 (1)

12  

Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨

 

13  

Percent of class represented by amount in Row (11)

 

    18.6% (2)

14  

Type of reporting person (see instructions)

 

    IN

 

(1) Includes options to acquire an aggregate of 387,500 common shares.
(2) Based on 133,426,193 common shares issued and outstanding, as reported by tmxmoney.com, an affiliate of the TSX.

ITEM 1. Security and Issuer

This Schedule 13D (this “13D”) is filed with respect to the common shares, no par value (“Common Shares”), of Amaya Inc., a corporation incorporated under the laws of Quebec, Canada (the “Issuer” or “Amaya”). The principal executive offices of the Issuer are located at 7600 TransCanada Highway, Pointe-Claire, Québec H9R 1C8, Canada and the Corporation’s telephone number is +1 (514) 744 3122.

 

ITEM 2. Identity and Background

(a) This 13D is filed by Mr. David Baazov (the “Reporting Person”).

(b) The Reporting Person’s residence address is c/o Amaya Inc., 7600 TransCanada Highway, Pointe-Claire, Québec H9R 1C8, Canada.

(c) The Reporting Person’s principal occupation is Chairman of the Board of Directors and Chief Executive Officer of the Issuer.

(d) The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) The Reporting Person has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) The Reporting Person is a citizen of Canada.

ITEM 3. Source and Amount of Funds or Other Consideration.

The Reporting Person acquired all Common Shares and options to acquire Common Shares disclosed in this 13D using personal funds or pursuant to equity grants by the Issuer. Such Common Shares and options to acquire Common Shares are referred to in this 13D as the “Existing Issuer Securities”.

ITEM 4. Purpose of Transaction.

The Reporting Person acquired the Existing Issuer Securities either for investment purposes or as compensation for services rendered to the Issuer. At the time of such acquisitions, the Reporting Person had no plans or proposals that related to, or could have resulted in, any of the events referred to in paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D.

On January 31, 2016, the Reporting Person delivered a notice to the Lead Independent Director of Amaya’s Board of Directors (the “Notice”), stating the Reporting Person’s present intention to make an all-cash proposal to acquire Amaya. As set forth in the Notice, the Reporting Person, currently estimates his proposed offer to be CDN$21 per Common Share. Also, as set forth in the Notice, the Reporting Person recently began preliminary discussions with a small number of potential investors; and the Reporting Person’s present intention, subject to certain contingencies, is to submit a formal proposal on or about the end of February.

On February 1, 2016, the Reporting Person issued a news release (the “News Release”), announcing his intention to acquire Amaya at a purchase price presently estimated at CDN$21.00 per Common Share. Currently, the particular form and structure of a potential transaction have not been determined and, other than as set out in the News Release, no discussions have commenced between the Reporting Person and Amaya with respect to a potential transaction.

The foregoing descriptions of the Notice and the News Release are only summaries and are qualified in their entirety by reference to the full text of the Notice and the News Release, which are filed as Exhibit 99.1 and Exhibit 99.2, respectively, to this 13D and incorporated by reference in this Item 4.

Except as set forth in this Item 4, the Reporting Person has no plans or proposals that relate to, or could result in, any of the events referred to in paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D.

ITEM 5. Interest in Securities of the Issuer.

 

Name and Title of Beneficial Owner

    Number of Outstanding
Common Shares
Beneficially Owned		     Percentage of
Outstanding Common
Shares(1)		  

David Baazov

      24,951,547 (2)      18.6 % 

 

(1) Based on 133,426,193 Common Shares issued and outstanding, as reported by tmxmoney.com, an affiliate of the TSX.
(2) Includes options to acquire an aggregate of 387,500 Common Shares.

The Reporting Person’s response to Item 3 to this 13D is incorporated by reference in this Item 5. The Reporting Person’s responses to cover page Items 7 through 10 of this 13D, including the footnotes thereto, are incorporated by reference in this Item 5.

Other than the Reporting Person’s gift of an aggregate of 9,552 Common Shares to an unaffiliated third-party on January 18, 2016, the Reporting Person has not effected any transactions in the Common Shares during the past sixty days.

 

ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

The descriptions of the Notice and the News Release contained in Item 4 of this 13D and the complete text of the Notice and the News Release filed as Exhibit 99.1 and Exhibit 99.2, respectively, to this 13D are incorporated by reference in this Item 6.

ITEM 7. Material to be Filed as Exhibits

 

Exhibit
Number

   

Description

99.1    Notice to Board of Directors
99.2    News Release

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 1, 2016

    

/s/ David Baazov

    David Baazov

EXHIBIT INDEX

 

Exhibit
Number

   

Description

99.1    Notice to Board of Directors
99.2    News Release
EX-99.1

Exhibit 99.1

January 31, 2016

Divyesh Gadhia

Lead Independent Director, Amaya Inc.

7600 TransCanada Hwy

Pointe-Claire, QC

H9R 1C8

Dear David:

I am writing you, as Lead Independent Director of Amaya Inc., to inform you of my intent to make an all-cash proposal to acquire Amaya. As the online gaming industry continues to mature, it is my belief that it is in the best interests of Amaya to be positioned as a private company. At this time I estimate my proposed offer to be CDN$21 per common share and note that this would represent a 40% premium to Friday’s closing price on the Toronto Stock Exchange.

I recently began preliminary discussions with a small number of potential investors. It is my present intention, subject to certain contingencies, to submit a formal proposal on or about the end of February. For purposes of making certain that you and the other independent members of the Board may take appropriate actions to evaluate the potential offer on behalf of the shareholders, I felt it was best to let you know at this time.

Very truly yours,

 

LOGO

EX-99.2

Exhibit 99.2

David Baazov Announces Intention to Acquire Amaya

Montreal, Quebec, February 1, 2016 – David Baazov, Chairman and Chief Executive Officer of Amaya Inc. (NASDAQ: AYA; TSX: AYA), today announced that he, together with a group of investors with whom he is in discussions, intends to make an all-cash proposal to acquire Amaya at a purchase price presently estimated at CDN$21.00 per common share, representing a 40% premium to Friday’s closing price on the Toronto Stock Exchange.

The particular form and structure of the transaction have not been determined, and no discussions have commenced between Mr. Baazov and Amaya with respect to any particular transaction. There is no certainty that the proposed transaction will proceed or be consummated.

David Baazov currently owns 24,564,047 common shares of Amaya, representing approximately 18.6% of the issued and outstanding common shares, and options entitling him to acquire 550,000 additional common shares.

A copy of the early warning report to be filed in connection with this news release can be obtained at www.sedar.com under Amaya’s profile.

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, statements regarding Mr. Baazov’s intention to acquire Amaya. Forward-looking statements can, but may not always, be identified by the use of words such as “intends”, “proposed” and similar references to future periods or the negatives of these words and expressions. These statements are based on the stated intentions of Mr. Baazov and currently available information. They are not guarantees of future events, are based upon assumptions that may not prove to be accurate, and involve certain risks and uncertainties that are difficult to predict, including the risk that no transaction proposal will be made or be consummated, and that the terms of any proposal will be different than those set forth above. Investors are cautioned not to put undue reliance on forward-looking statements. Any forward-looking statement speaks only as of the date hereof, and Mr. Baazov 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.

David Baazov, Chairman and Chief Executive Officer

7600 TransCanada Highway, Pointe-Claire, Québec H9R 1C8