PlayAGS, Inc. (NYSE:AGS) entered into a definitive agreement to acquire Integrity Gaming Corp. (TSXV:IGAM) for CAD 16.8 million on December 14, 2018. Under the terms of the agreement, PlayAGS will pay CAD 0.46 per share for all the issued and outstanding common shares of Integrity. Further the consideration includes repayment of CAD 48 million of Integrity's outstanding debt. Additionally, PlayAGS will acquire the RSUs and in-the-money options of Integrity. The transaction is expected to be financed with cash on the balance sheet. The deal was also financed with funds from the new $30 million term loan facility closed on October 5, 2018. A termination fee of $1 million (CAD 1.3 million) will be paid by PlayAGS and Integrity in case of termination of the transaction in certain circumstances. Following the transaction, Integrity will be delisted from the TSX Venture Exchange.

The transaction is subject to approval by at least two-thirds of Integrity's shareholders, regulatory approval including that of the TSX Venture Exchange, court approval, necessary third party approvals, shareholders not exercising dissenter's right and other customary closing conditions. Approval by shareholders of AGS is not required. All of the directors and executive officers of Integrity and certain significant shareholders of Integrity have entered into support agreements pursuant to which they have agreed, among other things, to vote their Integrity shares in favor of the transaction.

As of December 17, 2018, the transaction was unanimously approved by the Board of Directors of Integrity. The transaction was approved by the security holders of Integrity at the special meeting of holders of common shares, options and restricted share units of Integrity on February 5, 2019. Integrity will be seeking a final order of the British Columbia Supreme Court to approve the arrangement on February 7, 2019. As on February 7, 2019 the transaction received final approval from Supreme Court of British Columbia. The transaction is expected to close in the first half of 2019. As on February 5, 2019, the transaction is expected to complete after the close of trading on February 8, 2019.

Macquarie Capital (USA) Inc. acted as financial advisor and Arman Farahani of McMillan LLP acted as legal advisor to Integrity. Ross A. Fieldston, Mark Wlazlo, Brian Janson, Lindsay Parks, Brad Okun, Chuck Googe and Mitchell Berg of Paul, Weiss, Rifkind, Wharton & Garrison LLP and Geoffrey S. Belshe of Blake, Cassels & Graydon LLP acted as legal advisors to PlayAGS. Laurel Hill Advisory Group acted as the information agent to Integrity Gaming Corp and will receive approximately CAD 32,500 as advisory fees. Computershare Investor Services Inc. acted as the depositary to PlayAGS and Integrity Gaming Corp. Computershare Investor Services Inc. also acted as the registrar and transfer agent for Integrity.

PlayAGS, Inc. (NYSE:AGS) completed the acquisition of Integrity Gaming Corp. (TSXV:IGAM) on February 8, 2019. Post completion, Integrity's brand, operations, and team will be integrated under AGS, with centralized service and support managed from AGS' Oklahoma City, Oklahoma offices.