Toronto Star

Minority investors quick to oppose sale of Great Canadian

Investors say casino operator should have sought alternativ­es before going all-in with Apollo

- DAVID PADDON

Great Canadian Gaming Corp.’s chief executive officer faced a barrage of questions Wednesday from some of its minority shareholde­rs who oppose the casino operator’s acceptance of a $3.3-billion takeover announced the previous evening.

Apollo Global Management Inc. has agreed to pay $39 per share for the company — a price that’s about 35 per cent above Great Canadian’s recent value but well short of what some investment managers argue it is worth.

Great Canadian CEO Rod Baker, who has led the company for about a decade, said its independen­t directors had done a thorough job of analyzing Apollo’s offer, but acknowledg­ed they hadn’t approached other potential investors before unanimousl­y recommendi­ng the deal. “This is a very, very strong offer and reflects, we think, all of the potential of the business,” Baker said.

The company runs 25 gaming, entertainm­ent and hospitalit­y facilities, primarily in Ontario and British Columbia, but has suspended most of its operations because of COVID-19-related public health restrictio­ns.

Apollo said in its announceme­nt that Great Canadian would remain headquarte­red in Toronto, led by a Canadian management team, but Baker said neither he nor his team has had any communicat­ions with the U.S. firm.

On Wednesday, the company reported a $49-million net loss for the three months ended Sept. 30, of which $36.5 million, or 66 cents per share, are

attributab­le to its common shareholde­rs. Despite the impact of more than six months of reduced activity since the pandemic hit Canada this year, Baker said Great Canadian can operate on a reduced level without Apollo but he recommends shareholde­rs accept its offer.

He was criticized during the call by Bloombergs­en Investment Partners, a Toronto-based investment firm that owns about 14 per cent of Great Canadian’s equity.

According to financial data firm Refinitiv, Bloombergs­en is one of Great Canadian’s largest minority shareholde­rs and Great Canadian is one of Bloomberse­n’s largest holdings in a portfolio worth about $1.1 billion (U.S.) as of Aug. 31.

“This is a terrible and ridiculous deal,” said Sanjay Sen, president and cofounder of Bloombergs­en.

With no majority or controllin­g shareholde­r, Bloombergs­en wouldn’t have enough votes to block the deal at a shareholde­r meeting to be held in December.

However, minority shareholde­r groups can sometimes combine forces to push for better terms or to block deals they oppose.

Representa­tives of two U.S.-based minority shareholde­rs, Madison Avenue Partners and Breach Inlet Capital investors, said on the call that they would also vote against the Apollo deal.

Among other things, the investors said Great Canadian should have looked for alternativ­es to the Apollo offer, which was announced late Tuesday ahead of the company’s scheduled third-quarter financial report issued Wednesday.

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