LONDON – The Amaya Gaming Group of Canada has agreed to acquire the parent of the online poker brands PokerStars and Full Tilt Poker for $4.9 billion in a deal to create the world's largest online gambling company.
Amaya, based in Montreal, said late Thursday that it would acquire the privately held Oldford Group in an all-cash transaction. Oldford, based on the Isle of Man, is the parent company of Rational Group, the owner and operator of PokerStars and Full Tilt.
The deal is expected to pave the way for the PokerStars and Full Tilt brands to re-enter the United States – nearly three years after the United States Department of Justice seized their websites and hundreds of millions of dollars owed to players in the United States.
Online gambling was considered illegal in the United States for many years, but a reinterpretation of a federal law known as the Wire Act by the Justice Department in December 2011 opened the door for individual states to legalize online bets.
New Jersey, Delaware and Nevada have all since moved to legalize some form of online gambling.
Amaya, a gambling equipment services company, said it believed the deal would expedite the return of the PokerStars and Full Tilt brands to regulated markets where it already operates, including the United States.
The company hasn't laid out its plans for the United States, but it is possible it could team up with an existing casino operator in Nevada or New Jersey to provide online poker.
Amaya's business has been primarily focused on casino and other gambling operators like state lotteries, including making slot machines and providing casino management software programs.
The deal with Oldford Group would be its first consumer venture.
David Baazov, the Amaya chief executive, called the deal, which requires shareholder approval, "a transformative acquisition."
Gambling online was largely accepted in the United States from the late 1990s until 2006, when Congress made it illegal for gambling companies to accept bets online for "unlawful" transactions. But in 2011, the Justice Department issued an opinion that the law allowed individual states to permit online gambling.
The new interpretation came too late for Full Tilt and other online poker operators that had built a business in the United States.
In the summer of 2011, the Justice Department filed a civil lawsuit against the three largest online poker companies operating in the United States — Full Tilt, PokerStars and Absolute Poker — and brought criminal charges against several of their executives.
Prosecutors accused them of hiding the true nature of payments by making it appear that they were for golf balls, jewelry and other items.
In 2012, PokerStars agreed to pay $731 million to settle a lawsuit by the Justice Department and acquired the assets of Full Tilt, which became insolvent after the Justice Department shut down its operations in the United States.
The companies didn't admit wrongdoing as part of the settlement and maintained that online poker was legal.
Last year, Raymond Bitar, the former Full Tilt chief executive, pleaded guilty to violating an American law that bans making or processing payments for online gambling and conspiracy. Mr. Bitar avoided jail time as he was awaiting a heart transplant.
Mr. Bitar was one of 11 people charged in the 2011 crackdown.
As part of the deal with Amaya, Mark Scheinberg, the Rational founder and chief executive, and other principals of Oldford Group will leave the company and its subsidiaries following the completion of the transaction.
His father, Isai Scheinberg, is still facing criminal charges in the United States related to the 2011 crackdown.
PokerStars and Full Tilt have continued to operate outside the United States since the ban and have more than 85 million registered users, the companies said.
The European Union has said online gambling is one of the fastest-growing service sectors in Europe and annual revenue is expected to top 13 billion euros, or about $17.6 billion, by 2015.
Amaya said it planned to supplement Full Tilt's offerings by adding "an extensive selection" of online casino games and to support plans by Rational to expand into casino, sports betting and social gaming. Rational employs more than 1,700 people worldwide.
In 2013, the two companies, on a pro forma basis, combined to post revenue of $1.3 billion.
Amaya was advised by Deutsche Bank, Canaccord Genuity, Macquarie Capital and Barclays, while Oldford was advised by Houlihan Lokey.
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