Gateway Casinos & Entertainment and Leisure Acquisition Corp. Agree to Merge in Transaction Valued at US$1.115 Billion (CAD$1.5 Billion)

December 27, 2019

On December 27, 2019, GTWY Holdings Limited (“GTWY”), the holding company for Gateway Casinos & Entertainment Limited (“Gateway”), one of the largest and most diversified gaming and entertainment companies in Canada, and Leisure Acquisition Corp. (NASDAQ: LACQ, LACQU, LACQW) (“Leisure”), a special purpose acquisition company, jointly announced that they have entered into a definitive business combination agreement. The terms of the agreement provide that Leisure will merge into a wholly-owned subsidiary of GTWY in a transaction with a pro forma enterprise value of approximately US$1.115 billion (CAD$1.463 billion).

The transaction also involves the participation of HG Vora Capital Management, LLC (“HG Vora”), a New York-based hedge fund with expertise in gaming, which has agreed to buy US$30 million of the shares of the merged entity through a private placement, which represents a commitment of US$10 per unit.

Miller Thomson advised Leisure Acquisition Corp. regarding this transaction with a team led by Lawrence Wilder (Corporate/M&A) and including Danielle Bush (Gaming Regulatory); Jennifer Bishop, Deven Rath, Nadia Guizani, Adam Bata, Jaclyne Reive and Bryan Smits (Corporate/ M&A); Kim Ozubko (Pensions); Karen Durell (IP); Neil Gurmukh, Ron Choudhury, Gerald Courage, Colleen Ma, Andrew Etcovitch, Daniel Kiselbach and Carolyn Hogan (Tax); Michelle MacGillivray and Sasha Segal (L&E); Jessica Penley, John Doolan, Steven Chaimberg, Stuart Chaimberg, Joshua Selby, Jean Leonard, Michael Wren, Savvas Kotsopoulos, Sharon MacMillan, Arthur Opalinski, Kelly Starrak and Susan Crisp (Real Estate);  Bryan Buttigieg (Environmental); Ethan Campbell, Kevin Plowman and Geoffrey Marinangeli (Financial Services); Eugenia (Evie) Bouras (Regulatory Marketing & Advertising); and Eric Dufour (Competition).