LAS VEGAS, Oct. 10, 2013 /PRNewswire/ -- SHFL
entertainment, Inc. (NASDAQ Global Select Market: SHFL) ("SHFL" or
the "Company") announced today that a special meeting of its
shareholders has been scheduled to, among other things, consider
and vote on the proposal to approve and adopt the previously
announced Agreement and Plan of Merger by and among the Company,
Bally Technologies, Inc. (NYSE: BYI), a Nevada corporation ("Bally"), and Manhattan
Merger Corp., a Minnesota
corporation and an indirect wholly owned subsidiary of Bally
("Merger Sub"), providing for the merger of Merger Sub with and
into SHFL, with SHFL surviving the merger as a wholly owned
subsidiary of Bally. The special meeting will be held on
November 19, 2013.
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SHFL shareholders as of the close of business on Tuesday, October 15, 2013, the record date for
the special meeting, will be entitled to notice of and to vote at
the special meeting.
The merger, which is expected to be completed by the end of
2013, is subject to the approval of a majority of the outstanding
shares of SHFL's common stock and the receipt of required gaming
approvals, in addition to other customary closing conditions.
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
include 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
entertainment'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, 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 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") including the Form 10-Q for the quarter ended January 31, 2013, the Form 10-Q for the quarter
ended April 30, 2013 and the Form
10-Q for the quarter ended July 31,
2013. 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
SHFL has filed with the SEC on September 23, 2013 an amended preliminary proxy
statement in connection with the proposed transaction with Bally.
SHFL intends to file with the SEC a definitive proxy statement,
which will be sent or given to the shareholders of SHFL and will
contain important information about the proposed transaction and
related matters. SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE
PROXY STATEMENT CAREFULLY WHEN IT BECOMES AVAILABLE. The proxy
statement and other relevant materials (when they become
available), and any other documents filed by SHFL with the SEC, may
be obtained free of charge at the SEC's website, at 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, 6650 El Camino Road, Las
Vegas, NV 89118, 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.
Additional information regarding these persons and their interests
in the merger is included in the amended preliminary proxy
statement filed with the SEC on September
23, 2013. You may obtain free copies of this document
as described in the preceding paragraph.
SOURCE SHFL entertainment, Inc.