On September 8, 2022, Maverick Gaming LLC, alongside its subsidiary Maverick Acquisition Canada ULC, finalized the purchase of Evergreen Gaming Corporation for approximately $89 million (US$68 million). The deal, structured under the Business Corporations Act of British Columbia, involved a comprehensive arrangement agreement, resulting in Maverick acquiring all outstanding common shares of Evergreen at $0.72 (US$0.55) each, subject to adjustments.

The agreement, unanimously endorsed by Evergreen’s Board of Directors, advised shareholders to approve the transaction, highlighting it as the best offer received after extensive negotiations starting in late 2018. Financially, the $0.72 (US$0.55) per share reflected an 18% premium over the 30-day and a 28% premium over the 60-day volume-weighted average price on the TSX-V as of September 7, 2022.

Significant to the transaction were the deal protection measures, including non-solicitation and right-to-match clauses, and termination fees of $3.2 million (US$2.5 million) applicable under certain conditions to both Maverick and Evergreen. The transaction also featured a two-step closing process, initially involving a direct purchase of 7 million shares from Michels Development LLC, owned by Evergreen’s Chairman Steve Michels.

Evergreen was supported by Evans & Evans of Vancouver, acting as the financial advisor, affirming the fairness of the consideration from a financial perspective. The deal, pending Evergreen shareholder approval, required court and regulatory approvals and was expected to conclude by the end of 2022.