LAS VEGAS, July 16, 2013 /PRNewswire/ -- SHFL
entertainment, Inc. (NASDAQ Global Select Market: SHFL) ("SHFL" or
the "Company") today announced that it has entered into a
definitive agreement and plan of merger with Bally Technologies,
Inc. (NYSE: BYI) ("Bally"), pursuant to which Bally has agreed to
acquire the Company at a per share price of $23.25 in cash for total consideration of
approximately $1.3 billion.
This consideration represents a premium of 37% over the average
closing price of SHFL common stock for the 90 days ended
July 15, 2013 and a premium of 24%
over the closing price of SHFL common stock on July 15, 2013.
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The transaction, which was unanimously approved by both the SHFL
and Bally Boards of Directors,
combines two best-in-class, highly complementary and
customer-centric gaming technology companies with a shared focus on
innovation.
"We believe that now is the right time to join forces with Bally
as there is a unique opportunity to combine each other's many
strengths, particularly our talented teams who have been the key
drivers of success for each organization. It also represents
an opportunity for our shareholders to receive a significant
premium for their shares," said Gavin
Isaacs, SHFL's Chief Executive Officer. "Like SHFL, Bally
focuses on creating both entertaining player experiences through
high-performing content and state-of-the-art technological
solutions to increase productivity on the casino floor. United, we
become a larger, stronger organization that we believe will best
position the company for future growth. Equally important, we
share a common vision to build the industry's leading supplier
based on delivering superior products, solutions and services to
customers around the world."
"Both Bally and SHFL have long histories of proven innovation,
excellent customer service and successfully anticipating and
adapting to changes within our industry, which makes bringing our
two companies together a great strategic fit," said Ramesh Srinivasan, Bally's President and Chief
Executive Officer. "The transformational acquisition of SHFL
– which joins two high-caliber, talented and creative teams – will
further enhance our ability to deliver future growth and serve our
customers. SHFL's intellectual property, renowned brands and
industry-leading suite of diverse, high-performance products will
enable us to offer an unparalleled offering of gaming products and
services, which – when combined with our content, technology,
operational capabilities and respective geographic footprints –
will provide the most comprehensive product portfolio offered
around the world."
Additional Transaction Details
Bally will acquire all of the outstanding shares of SHFL for a
per share price of $23.25 in cash,
representing a total enterprise value of approximately $1.3 billion, including debt of $8 million and cash of $41
million as of April 30,
2013.
The transaction is subject to approval by SHFL's shareholders,
required regulatory and other approvals and customary closing
conditions. The transaction is expected to close no later
than June 15, 2014. Bally has
obtained committed financing to complete the acquisition and the
transaction is not subject to a financing contingency.
Conference Call and Webcast
Bally is hosting a conference call and webcast today for its
investors at 8:30 a.m. EDT
(5:30 a.m. PDT). The conference
call dial-in number is 1-866-843-0890 or 1-412-317-9250
(International); passcode 1154979. The webcast can be
accessed by visiting BallyTech.com and selecting
"Investor Relations." Interested parties should initiate the
call and webcast process at least five minutes prior to the
beginning of the presentation. Gavin
Isaacs also will be participating in the conference
call.
Financial and Legal Advisory
Macquarie Capital served as SHFL's exclusive financial advisor
and Skadden, Arps, Slate, Meagher & Flom LLP served as legal
counsel to SHFL.
Goldman, Sachs & Co. and Groton Partners served as financial
advisors and Gibson, Dunn & Crutcher LLP served as the legal
advisor to Bally. Wells Fargo Bank, JPMorgan Chase Bank,
N.A., Bank of America Merrill Lynch, Goldman Sachs Bank
USA and Union Bank, N.A. provided
the committed financing for the transaction.
About SHFL entertainment, Inc.
SHFL entertainment, Inc. is a leading global gaming supplier
committed to making gaming more fun for players and more profitable
for operators through product innovation, and superior quality and
service. The Company operates in legalized gaming markets across
the globe and provides state-of-the-art, value-add products in five
distinct categories: Utility products, which include automatic card
shufflers and roulette chip sorters; Proprietary Table Games, which
includes live games, side bets and progressives; Electronic Table
Systems, which include various e-Table game configurations;
Electronic Gaming Machines, which include video slot machines; and
newly introduced iGaming, which features online versions of SHFL's
table games, social gaming, and mobile applications. The Company is
included in the S&P SmallCap 600 Index. Information about the
Company and its products can be found on the Internet at
www.SHFL.com, or on Facebook and Twitter.
Forward Looking Statements
This communication may contain forward-looking statements.
Forward-looking statements may be typically identified by such
words as "may," "will," "should," "expect," "anticipate," "plan,"
"likely," "believe," "estimate," "project," "intend," and other
similar expressions among others. These forward-looking statements
are subject to known and unknown risks and uncertainties that could
cause our actual results to differ materially from the expectations
expressed in the forward-looking statements. Although we believe
that the expectations reflected in our forward-looking statements
are reasonable, any or all of our forward-looking statements may
prove to be incorrect. Consequently, no forward-looking statements
may be guaranteed and there can be no assurance that the actual
results or developments anticipated by such forward looking
statements will be realized or, even if substantially realized,
that they will have the expected consequences to, or effects on,
SHFL entertainment, Inc. (the "Company") or its business or
operations. Factors which could cause our actual results to differ
from those projected or contemplated in any such forward-looking
statements include, but are not limited to, the following
factors: (1) the risk that the conditions to the closing of
the merger are not satisfied (including a failure of the
shareholders of the Company to approve, on a timely basis or
otherwise, the merger and the risk that regulatory approvals
required for the merger are not obtained, on a timely basis or
otherwise, or are obtained subject to conditions that are not
anticipated); (2) litigation relating to the merger; (3)
uncertainties as to the timing of the consummation of the merger
and the ability of each of the Company and Bally Technologies, Inc.
("Bally") to consummate the merger; (4) risks that the proposed
transaction disrupts the current plans and operations of the
Company; (5) the ability of the Company to retain and hire key
personnel; (6) competitive responses to the proposed merger; (7)
unexpected costs, charges or expenses resulting from the merger;
(8) the failure by Bally to obtain the necessary debt financing
arrangements set forth in the commitment letter received in
connection with the merger; (9) potential adverse reactions or
changes to business relationships resulting from the announcement
or completion of the merger; and (10) legislative, regulatory and
economic developments. The foregoing review of important factors
that could cause actual events to differ from expectations should
not be construed as exhaustive and should be read in conjunction
with statements that are included herein and elsewhere, including
the risk factors included in the Company's most recent Annual
Report on Form 10-K for the year ended October 31, 2012, and our more recent reports
filed with the U.S. Securities and Exchange Commission (the "SEC").
The Company can give no assurance that the conditions to the Merger
will be satisfied. Except as required by applicable law, the
Company undertakes no obligation to revise or update any
forward-looking statement, or to make any other forward-looking
statements, whether as a result of new information, future events
or otherwise.
Additional Information and Where to Find It
This communication is being made in respect of the proposed
transaction involving the Company and Bally. The proposed
transaction will be submitted to the shareholders of the Company
for their consideration. In connection with the proposed
transaction, the Company will prepare a proxy statement to be filed
with the SEC. The Company and Bally also plan to file with the SEC
other documents regarding the proposed transaction. THE COMPANY'S
SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT REGARDING
THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY
AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. When
completed, a definitive proxy statement and a form of proxy will be
mailed to the shareholders of the Company. The Company's
shareholders will be able to obtain, without charge, a copy of the
proxy statement (when available) and other relevant documents filed
with the SEC from the SEC's website at http://www.sec.gov. The
Company's shareholders will also be able to obtain, without charge,
a copy of the proxy statement and other relevant documents (when
available) by going to the Company's Investor Relations website
page at http://ir.shfl.com or by contacting Investor Relations by
mail to SHFL entertainment, Inc., Attn: Investor Relations, 1106
Palms Airport Drive, Las Vegas, NV
89119, or by phone at (702) 897-7150.
Participants in Solicitation
The Company and its directors and executive officers may be
deemed to be participants in the solicitation of proxies from the
Company's shareholders with respect to the meeting of shareholders
that will be held to consider the proposed Merger. Information
about the Company's directors and executive officers and their
ownership of the Company's common stock is set forth in the proxy
statement for the Company's 2013 Annual Meeting of Shareholders,
which was filed with the SEC on February 1,
2013. Shareholders may obtain additional information
regarding the interests of the Company and its directors and
executive officers in the proposed Merger, which may be different
than those of the Company's shareholders generally, by reading the
proxy statement and other relevant documents regarding the proposed
Merger, when it becomes available. You may obtain free copies
of this document as described in the preceding paragraph.
SOURCE SHFL entertainment, Inc.