CEO refused board seat at Crypotologic

It was not all sweetness and light over the festive season at online gambling software provider Cryptologic, it seems. A disagreement over corporate decisions with a shareholder and previous CEO, Javaid Aziz took place over the period, eventually leading to the company rejecting a demand from Aziz for a seat on the board of directors.

The UK newspaper The Telegraph picked up on the dispute, reporting that Aziz ran Cryptologic for 11 months from mid-2007 before stepping down early in 2008 "to be with his family".

The newspaper recounted that Aziz owns some 4 percent of the company, plus an option to buy another 3.5 percent of the voting rights.

Cryptologic subsequently confirmed Aziz's interest, adding that if he exercises an April 30, 2009 option and acquires the underlying ordinary shares, his holdings would represent 7.52 percent of the outstanding voting securities of CryptoLogic.

"Mr Aziz also has options to acquire 525 000 additional ordinary shares of CryptoLogic, of which options in respect of 235 416 shares are currently vested and exercisable, 218 750 of which are at a strike price of CDN$28.66 per share and the balance of which are at a strike price of CDN$18.56," the company noted.

Aziz wanted a seat on the board, accompanying his demand with recommendations for other actions by the current Cryptologic management, including cuts to both the workforce and management to cope with the battered world economy. He asked for a simplification of the company's legal, tax and management structures by closing the Irish office and reducing the number of its market listings, along with the "immediate writeoffs of failed investments or those which do not support the objectives of the 'new' company".

Responding to the Aziz challenge, Cryptologic rejected these demands and said it believes it is already addressing a number of the former chief executive's concerns. The company said it had achieved annual operating cost cuts of $12 million - $15 million, a restructuring of its poker-related operations, and an expansion of casino-related operations. Company management, headed by Brian Hadfield, said the measures "should be given sufficient time to be fully effective".

In its response, Cryptologic also highlighted the fact that Aziz, who left with a payoff of $1.8 million (GBP 1.2 million), is in line for a Euro1.5 million (GBP 1.4 million) bonus if there is a change of control at Cryptologic any time before April 2009.

The company also confirmed that Aziz had requested two nominees on the CryptoLogic board of directors.

"The board of directors of CryptoLogic believes that many of the issues raised by Mr Aziz are currently being addressed by CryptoLogic's executive management under Brian Hadfield, President and CEO. Since Mr Hadfield replaced Mr Aziz as CEO in late February 2008, CryptoLogic has acted to implement a new strategy designed to respond to the industry's ever-changing market dynamics and the challenging macro-economic environment," the Cryptologic response advises.

"Key elements of this strategy, which have been communicated to shareholders through formal announcements and ongoing public disclosure during the course of the year, include:

"* A company-wide rationalisation programme to reduce annual operating costs by $12-15 million

"* Restructuring of poker-related operations through a strategic partnership with GTECH Corporation

"* Expansion of casino-related operations, which has already resulted in 10 new deals with gaming operators or channel partners such as 888, PartyGaming and

"* Emphasis on gaming innovation and branded content development leading to the launch of 19 games this year

"* Improving technology platforms for faster integration with licensee systems and shortening the time-to-market for new products.

"In view of the steps being taken to address the current challenges, the board of directors remains confident that CryptoLogic has the appropriate strategy and management to enhance shareholder value over the long term. The board of directors believes this strategy should be given sufficient time to be fully effective.

"After careful consideration, the board of directors also has unanimously concluded that providing Mr Aziz with nominees to the board is not in the best interests of CryptoLogic or its shareholders and would cause unwanted disruption at a crucial phase in CryptoLogic's development.

"While it did not impact the decision as to whether to grant Mr Aziz's request for board seats, the board of directors is cognizant of the fact that, as part of the arrangements agreed to between CryptoLogic and Mr Aziz at the time he ceased service as CEO, Mr Aziz is entitled to a payment of EUR 1,543,000 in the event that a "change of control" relating to CryptoLogic were to occur at any time on or prior to April 30, 2009.

"Under the terms of the agreement which evidences this entitlement, a "change of control" would include any person (together with any person acting jointly or in concert with such person) acquiring more than 25% of the voting securities of CryptoLogic, or in certain circumstances a change in the composition of a majority of the board of directors of CryptoLogic over any 12 month period. A full copy of the agreement (which is between a CryptoLogic owned joint venture named Game Pack and a corporation owned by Mr Aziz named Elmore International Solutions Ltd.) containing these provisions has been filed by CryptoLogic with the Canadian securities regulators and furnished to the SEC, and is available at their respective websites at and"

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