NORTH LAS VEGAS, Nevada,
May 1, 2019 /PRNewswire/ -- Gaming
Partners International Corporation (NASDAQ: GPIC) ("GPIC") today
announced the completion of the closing of the previously announced
merger contemplated by the Agreement and Plan of Merger, dated as
of November 27, 2018, with Angel
Holdings Godo Kaisha ("Angel") and AGL Nevada Corporation ("Merger
Sub"), pursuant to which GPIC became a wholly owned subsidiary of
Angel.
GPIC stockholders are entitled to receive $13.75 in cash, without interest, for each share
of GPIC common stock that they held immediately prior to the
effective time of the merger and will receive letters of
transmittal and forms with instructions on how to claim their cash
payment of $13.75 per share.
As a result of the merger, GPIC is now a privately held
company. As previously announced, trading of GPIC common
stock on NASDAQ was suspended after the close of trading on
May 1, 2019, and NASDAQ filed a
notification of removal of listing and registration on Form 25 with
the United States Securities and Exchange Commission ("SEC") with
respect to GPIC's common stock. GPIC intends to deregister
its common stock and to suspend its reporting obligations under the
Securities Exchange Act of 1934, as amended, by promptly filing a
Form 15 with the SEC. Further, GPIC will no longer hold an
annual meeting of stockholders. The 2019 annual meeting of
stockholders, which was anticipated to be held on or about
May 23, 2019, will not be held.
ANGEL HOLDINGS GODO KAISHA
Angel manufactures and supplies playing cards and card games for
both the gaming industry and the retail market. A world
leader in casino playing cards and table game equipment, Angel's
many groundbreaking innovations include the best-selling Angel
Protect Pre-shuffled Cards, and the Angel Eye® series of electronic
shoes. Angel's principal business office is located in
Kyoto, Japan, with manufacturing
facilities in Japan and
Singapore. Angel also has
offices in the United States,
Macau, Australia and the
Philippines.
GPIC
GPIC manufactures and supplies casino table game equipment to
licensed casinos worldwide. Under the brand names of Paulson®,
Bourgogne et Grasset®, Gemaco®, Dolphin® and Bud Jones®, GPIC
provides casino currency, including chips, plaques and jetons;
playing cards; table layouts; gaming furniture and table
accessories; dice; and roulette wheels. GPIC pioneered the use of
security features like radio frequency identification device
("RFID") technology in casino currency, and offers RFID solutions
including RFID readers, software, and displays. Headquartered
in North Las Vegas, Nevada,
GPIC also has facilities in Beaune, France; San Luis Rio
Colorado, Mexico; Blue Springs,
Missouri; Atlantic City, New
Jersey; Gulfport,
Mississippi; and Macau S.A.R., China. For additional information,
please visit www.gpigaming.com.
IMPORTANT ADDITIONAL INFORMATION ABOUT THE TRANSACTION AND
WHERE TO FIND IT
This communication is being made in respect of the merger
involving GPIC and Angel. This communication does not
constitute an offer to sell or the solicitation of an offer to buy
any securities or a solicitation of any vote or approval.
In connection with the merger, GPIC filed a definitive proxy
statement and other documents with the SEC. Before making any
investment decision, investors and stockholders of GPIC are urged
to carefully read the definitive proxy statement because it
contains important information regarding GPIC, Angel and the
merger. The definitive proxy statement and other documents
filed by GPIC with the SEC may be obtained free of charge at the
SEC's website at www.sec.gov. In addition, the documents
filed by GPIC may be obtained free of charge from GPIC at
www.gpigaming.com.
FORWARD-LOOKING STATEMENTS
All statements in this communication other than statements of
historical fact contained in this report are forward-looking
statements. Forward-looking statements usually relate to
future events and anticipated revenues, earnings, cash flows or
other aspects of our operations or operating results.
Forward-looking statements are often identified by the words
"anticipate," "guidance," "assumptions," "projects," "estimates,"
"outlook," "expects," "continues," "intends," "plans," "believes,"
"forecasts," "future," "potential," "may," "foresee," "possible,"
"should," "would," "could" and variations of such words or similar
expressions, including the negative thereof. These
forward-looking statements are based on our current expectations,
beliefs and assumptions concerning future developments and business
conditions and their potential effect on us. While management
believes that these forward-looking statements are reasonable as
and when made, there can be no assurance that future developments
affecting us will be those that we anticipate.
Risks and uncertainties that could cause results to differ
materially from those expected by the management of GPIC include
the risk that the parties may not be able to satisfy the conditions
to the merger in a timely manner or at all, risks related to
disruption of management time from ongoing business operations due
to the merger, the risk that any announcements relating to the
merger could have adverse effects on the market price of shares of
GPIC common stock, the risk of any unexpected costs or expenses
resulting from the merger, the risk of any litigation relating to
the merger, the risk that the merger and its announcement could
have an adverse effect on the ability of GPIC to retain and hire
key personnel and maintain relationships with its suppliers and
customers and on its operating results and businesses generally,
the risk that the merger could distract management of GPIC, the
risk that GPIC will incur substantial costs in connection with the
merger, as well as other important factors that could cause actual
results to differ materially from those projected. All of our
forward-looking statements involve risks and uncertainties (some of
which are significant or beyond our control) and assumptions
that could cause actual results to differ materially from our
historical experience and our present expectations or projections.
You should carefully consider the foregoing factors and the
other risks and uncertainties that affect the parties' businesses,
including those described in GPIC's Annual Reports on
Form 10-K, Quarterly Reports on Form 10-Q, Current
Reports on Form 8-K and other documents filed from time to
time by GPIC with the SEC. We wish to caution you not to
place undue reliance on any forward-looking statements, which speak
only as of the date hereof. GPIC undertakes no obligation to
publicly update or revise any of our forward-looking statements
after the date they are made, whether as a result of new
information, future events or otherwise, except to the extent
required by law.
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SOURCE Gaming Partners International Corporation