INNOVA's Special Committee Launches Strategic Review Process

LOS ANGELES, March 31, 2017 /CNW/ - INNOVA Gaming Group Inc. ("INNOVA" or the "Company") (TSX: IGG) announced today that the special committee (the "Special Committee") of the board of directors of the Company has given its financial advisors, Raymond James Ltd., a broad mandate to manage a process of exploring and considering strategic alternative transactions that might be available to the Company (the "Strategic Review Process"), including, but not limited to, soliciting expressions of interest regarding an acquisition of all of the common shares of the Company (the "Shares").

The Special Committee is comprised of Paul van Eyk and Edward Stanek, each an independent director of the Company, and was formed to review and evaluate the unsolicited non-binding proposal to acquire all of the Shares for cash consideration of $2.10 per Share received from Pollard Banknote Limited ("Pollard Banknote") on March 9, 2017 (the "Proposal") and to consider any strategic alternatives that might be available to INNOVA.

The Special Committee has since engaged in discussions with Pollard Banknote, both directly and indirectly through their respective financial advisors, regarding the terms of the Proposal.  Based on these discussions, the Special Committee has determined that Pollard Banknote was not prepared to improve the Proposal sufficiently for the Special Committee to recommend a transaction with Pollard Banknote.  As a result, the Special Committee has determined that it is in the best interests of INNOVA to proceed with the Strategic Review Process.

The Special Committee has invited Pollard Banknote to participate in the Strategic Review Process.  There can, however, be no assurance that Pollard Banknote will be willing to participate in the Strategic Review Process.

INNOVA's largest shareholder, Amaya Inc. ("Amaya"), has entered into a support agreement (the "Support Agreement") with Pollard Banknote that sets out the terms and conditions pursuant to which Amaya is prepared to support the Proposal.  Amaya has the right to terminate the Support Agreement if: (i) Pollard Banknote has not entered into an acquisition agreement with the Company or commenced a formal take-over bid for the Shares prior to May 8, 2017; or (ii) a cash offer greater than $2.10 per Share is made for the Shares that Pollard Banknote does not match within five business days either by amending an existing offer made by Pollard Banknote for all of the Shares or by making a formal take-over bid for all of the Shares.  For additional details on the terms of the Support Agreement, please refer to INNOVA's news release of March 10, 2017.

There can be no assurance that the Proposal or the Strategic Review Process will result in a formal take-over bid or offer for the Shares or that any such take-over bid or offer will ultimately result in a completed transaction.  INNOVA's shareholders do not need to take any action with respect to the Proposal or the Strategic Review Process at this time.  The Special Committee has not set any timetable for the Strategic Review Process and does not intend to disclose any developments in respect thereof, unless and until a specific transaction is approved, the Strategic Review Process has run its course or it is determined that disclosure is otherwise necessary or appropriate.

About the Company

INNOVA develops unique games and products for the global gaming industry, with particular focus on state and provincial lotteries. Through INNOVA's wholly-owned subsidiary, Diamond Game Enterprises, the Company focuses on enhancing the revenues of government-sponsored lotteries and other regulated operators by offering its unique "extended play" products in traditional and non-traditional gaming venues.  The Company's primary product is its third generation Lucky Tab machine, an instant ticket vending machine that dispenses tickets while simultaneously displaying the results of each ticket on a video monitor in an entertaining fashion. For more information, please visit www.innovagaminggroup.com.

Forward-Looking Statements

Certain statements made and information included in this press release may constitute "forward-looking statements" within the meaning of applicable securities laws. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management and the Special Committee at this time, are inherently subject to significant business, economic, regulatory and competitive uncertainties, contingencies and risks that could cause actual results or events to differ materially from those expressed or implied in such statements.  Investors are cautioned not to put undue reliance on forward-looking statements.  The forward-looking statements contained herein reflect INNOVA's current views with respect to future events, and except as required by law, the Company does not intend, and undertakes no obligation, to update any forward-looking statements to reflect, in particular, new information or future events, or otherwise.

SOURCE INNOVA Gaming Group

Jonathan Ross, LodeRock Advisors, INNOVA Investor Relations, [email protected], [phone]; Omar Murad, Senior Vice-President, Mergers & Acquisitions, Raymond James Ltd., [email protected], [phone]