Transaction Would Unify L&W’s Businesses
and Balance Sheet, Accelerating the Company’s Cross-Platform
Strategy and Optimizing Investment of Capital
Light & Wonder, Inc. (NASDAQ: LNW) (“Light & Wonder,”
“L&W” or the “Company”) today announced that it has submitted a
proposal to the Board of Directors of SciPlay Corporation (NASDAQ:
SCPL) (“SciPlay”) under which Light & Wonder would acquire the
remaining 17% equity interest in SciPlay that it does not currently
own for $20.00 per share in an all-cash transaction (the
“Transaction”) valued at $422 million. Following the Transaction,
SciPlay would become a wholly owned subsidiary of Light &
Wonder.
Acquiring the remaining interest in SciPlay would:
- Unify L&W’s businesses, enabling seamless collaboration
with SciPlay that will add further momentum to the Company’s
already robust cross-platform strategy; and
- Combine the L&W and SciPlay balance sheets, providing
flexibility to invest cash across the enterprise where it will best
drive shareholder value.
The full text of the letter sent to SciPlay's Board of Directors
is below:
May 18, 2023
VIA EMAIL:
Board of Directors SciPlay Corporation 6601 Bermuda Road Las
Vegas, NV 89119
Dear Members of the Board:
Light & Wonder, Inc. (“we” or “L&W”) is
pleased to propose acquiring the 17% equity interest in SciPlay
Corporation (“SciPlay”) that it does not currently own
pursuant to a merger in which SciPlay’s shareholders, other than
L&W and its subsidiaries, would receive $20.00 in cash for each
share of SciPlay Class A common stock they own (the
“Transaction”). The proposed consideration would imply an
enterprise value of $2.1 billion for SciPlay and a premium of 28.5%
based on the SciPlay closing stock price as of the close of
business on May 17, 2023, the last trading day prior to the
proposal.
The proposed Transaction offers SciPlay’s public shareholders a
compelling combination of value, speed and certainty. SciPlay’s
public shareholders would receive an immediate and certain premium
value for their shares in cash, obtaining liquidity and de-risking
their investment in a volatile and uncertain market.
L&W will not conduct due diligence and we do not expect
consummation of the Transaction to require any regulatory approvals
or the approval of L&W shareholders, simplifying and expediting
closing the Transaction. Further, L&W will not require any
third-party financing to fully fund the Transaction.
Through our existing collaboration with SciPlay, we believe the
Transaction would be operationally seamless, and we look forward to
fully joining forces with SciPlay’s talented leadership team and
employees to continue innovating on behalf of customers and
players.
Currently, L&W owns approximately 83% of the economic
interest and 98% of the voting interest in SciPlay. In considering
this proposal, it should be noted that, in our capacity as a
shareholder of SciPlay, we are interested only in the Transaction
specified above with respect to the publicly traded shares of
SciPlay and intend to vote in favor of such Transaction. We would
not expect, in our capacity as a shareholder of SciPlay, to vote in
favor of any alternative sale, merger or other corporate
transaction involving SciPlay nor divest or sell any portion of our
ownership interest.
Please note that this proposal is an expression of interest
only, and we reserve the right to withdraw or modify our proposal
in any manner at any time. No legal obligation with respect to the
Transaction or any other transaction shall arise unless and until
execution of a definitive merger agreement between L&W and
SciPlay.
We believe it is appropriate for us to publicly disclose our
proposal substantially concurrently with the delivery of this
letter to you, and accordingly we plan to file this letter with the
U.S. Securities and Exchange Commission. We expect that SciPlay’s
Board of Directors will appoint a special committee comprised
entirely of independent directors to consider our proposal. We have
retained Macquarie Capital as our financial advisor and Cravath,
Swaine & Moore LLP as our legal advisor with respect to this
transaction. We encourage the special committee to retain its own
legal and financial advisors to assist in its review of our
proposal. We are available at your convenience to discuss any
aspects of this proposal. Should you have any comments or questions
regarding our proposal or otherwise, please do not hesitate to
contact me.
Sincerely,
/s/ Matthew Wilson
Matthew Wilson President and Chief Executive Officer
About Light & Wonder, Inc.
Light & Wonder, Inc. (formerly known as Scientific Games
Corporation), is the global leader in cross-platform games. Light
& Wonder brings together approximately 6,000 employees from six
continents to connect content between land-based and digital
channels with unmatched technology and distribution. Guided by a
culture that values daring teamwork and creativity, the Company
builds new worlds of play, developing game experiences loved by
players around the globe. Its OpenGaming™ platform powers the
largest digital-gaming network in the industry. The Company is
committed to the highest standards of integrity, from promoting
player responsibility to implementing sustainable practices. To
learn more, visit lnw.com.
Forward-Looking Statements
In this press release, Light & Wonder makes “forward-looking
statements” within the meaning of the U.S. Private Securities
Litigation Reform Act of 1995. Forward-looking statements describe
future expectations, plans, results or strategies and can often be
identified by the use of terminology such as “may,” “will,”
“estimate,” “intend,” “plan,” “continue,” “believe,” “expect,”
“anticipate,” “target,” “should,” “could,” “potential,”
“opportunity,” “goal” or similar terminology. These statements are
based upon management’s current expectations, assumptions and
estimates regarding the proposed transaction, the expected benefits
of the proposed transaction, future opportunities for the combined
company and future stockholder value. Forward-looking statements
are not guarantees of timing, future results or performance.
Therefore, you should not rely on any of these forward-looking
statements as predictions of future events. Actual results may
differ materially from those contemplated in these statements due
to a variety of risks and uncertainties and other factors,
including the possibility that the proposed transaction will not be
agreed to, that the terms of any definitive agreement with respect
to the proposed transaction will be materially different from those
described, that the conditions to the completion of the proposed
transaction may not be satisfied on the anticipated schedule or at
all, that the proposed transaction may not be consummated or that
Light & Wonder may be unable to achieve expected operational,
strategic and financial benefits of the proposed transaction, and
those factors described in Light & Wonder’s filings with the
Securities and Exchange Commission (the “SEC”), including Light
& Wonder’s current reports on Form 8-K, quarterly reports on
Form 10-Q and its annual report on Form 10-K that was filed with
the SEC on March 1, 2023 (including under the headings
“Forward-Looking Statements” and “Risk Factors”). Forward-looking
statements speak only as of the date they are made and, except for
Light & Wonder’s ongoing obligations under the U.S. federal
securities laws, Light & Wonder undertakes no obligation to
publicly update any forward-looking statements whether as a result
of new information, future events or otherwise.
No Offer or Solicitation
This press release 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 any jurisdiction pursuant to or in
connection with the proposed transaction or otherwise, nor shall
there be any sale of securities in any jurisdiction in which any
such offer, solicitation or sale would be unlawful. Any securities
to be offered may not be offered or sold in the United States
absent registration or an applicable exemption from registration
requirements.
Additional Information and Where to Find It
This press release relates to a proposal which Light &
Wonder has made to acquire all of the issued and outstanding shares
of Class A common stock of SciPlay, which represents the common
stock in SciPlay not already beneficially owned by Light &
Wonder. In furtherance of this proposal and subject to future
developments, if a negotiated transaction is agreed, SciPlay may
prepare and file an information statement with the SEC. In
addition, if a negotiated transaction is agreed, certain
participants in the proposed transaction may prepare and file a
Schedule 13E-3 transaction statement with the SEC. This press
release is not a substitute for any information statement, Schedule
13E-3 transaction statement or other document Light & Wonder
and/or SciPlay may file with the SEC in connection with the
proposed transaction.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE INFORMATION
STATEMENT, THE SCHEDULE 13E-3 TRANSACTION STATEMENT AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY
IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT LIGHT & WONDER, SCIPLAY AND THE
PROPOSED TRANSACTION. Investors and security holders will be able
to obtain copies of these documents (if and when available) and
other documents filed with the SEC by Light & Wonder and/or
SciPlay free of charge through at www.sec.gov. Copies of the
documents filed by Light & Wonder (if and when available) will
also be made available free of charge by accessing Light &
Wonder’s website at https://explore.lnw.com/investors/.
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version on businesswire.com: https://www.businesswire.com/news/home/20230518005493/en/
Investor Inquiries: Nick Zangari, Senior Vice President
of Investor Relations Steve Wan, Senior Director of Investor
Relations Email: ir@lnw.com
Media Inquiries Nick Lamplough / Lucas Pers / T.J.
O’Sullivan, Joele Frank, Wilkinson Brimmer Katcher, +1 212 355 4449
media@lnw.com
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