Transaction Unifies L&W’s Businesses and
Balance Sheet, Accelerates L&W’s Cross-Platform Strategy and
Optimizes Investment of Capital
SciPlay Shareholders to Receive $22.95 Per
Share
Light & Wonder, Inc. (NASDAQ and ASX: LNW) (“Light &
Wonder” or “L&W”) and SciPlay Corporation (NASDAQ: SCPL)
(“SciPlay”) today announced that they have entered into a
definitive agreement under which Light & Wonder will acquire
the remaining approximately 17% equity interest in SciPlay that it
does not currently own for $22.95 per share in an all-cash
transaction (the “Transaction”).
The Transaction has been approved by the Board of Directors of
Light & Wonder.
In addition, a special committee comprised solely of certain of
SciPlay’s independent directors (the “SciPlay Special Committee”),
advised by its own independent financial and legal advisors,
determined that the Transaction is in the best interests of SciPlay
shareholders. Acting upon the recommendation of the Special
Committee, the Board of Directors of SciPlay approved the
Transaction.
“We are excited to fully unite SciPlay with Light & Wonder,
further accelerating our cross-platform strategy and creating an
even stronger and more efficient platform for growth,” said Matt
Wilson, President and Chief Executive Officer of Light &
Wonder. “Our combined balance sheets will provide us with the
flexibility to further invest in developing and launching great
games cross-platform and deliver enhanced returns to shareholders.
We look forward to bringing our world-class teams together and are
excited to innovate and grow as one unified company for the benefit
of our employees, players and shareholders.”
Gerald Cohen and April Henry, independent directors of the
SciPlay board and co-chairs of the SciPlay Special Committee, said,
“This transaction is a compelling opportunity to maximize value for
SciPlay shareholders and favorably positions both SciPlay and Light
& Wonder. Our committee conducted a careful evaluation of Light
& Wonder’s proposal, with the support of independent financial
and legal advisors, and we believe this combination represents the
best outcome for SciPlay shareholders.”
The companies expect the transaction to close during the fourth
quarter of 2023, subject to customary closing conditions. The
transaction has been approved by the written consent of the holders
of the requisite number of shares of common stock of SciPlay, such
that no additional stockholder approval is required. Following the
Transaction, SciPlay will become a wholly-owned subsidiary of Light
& Wonder.
Advisors
Macquarie Capital is serving as financial advisor and Cravath,
Swaine & Moore LLP is serving as legal advisor to Light &
Wonder. Lazard is serving as financial advisor and Sullivan &
Cromwell LLP is serving as legal advisor to the SciPlay Special
Committee.
About Light & Wonder, Inc.
Light & Wonder, Inc. is the global leader in cross-platform
games and entertainment. 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, Light & Wonder 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. Light & Wonder is committed to the
highest standards of integrity, from promoting player
responsibility to implementing sustainable practices. To learn
more, visit lnw.com.
About SciPlay Corporation
SciPlay Corporation is a leading developer and publisher of
digital games on mobile and web platforms. SciPlay currently offers
social casino games Jackpot Party®
Casino, Gold Fish® Casino,
Quick Hit® Slots, 88 Fortunes® Slots, MONOPOLY
Slots, and Hot Shot Casino®,
and casual games Bingo Showdown®,
Solitaire Pets™ Adventure, and
Backgammon Live and a variety of hyper
casual games such as Rob Master 3d™, Deep Clean Inc.™ and Oh God™.
All of SciPlay’s games are offered and played on multiple
platforms, including Apple, Google, Facebook, and Amazon. In
addition to developing original games, SciPlay has access to a
library of more than 1,500 real-world slot and table games provided
by Light & Wonder, and its Subsidiaries. For more information,
please visit SciPlay.com.
Cautionary Note Regarding Forward-Looking Statements
In this press release, Light & Wonder and SciPlay make
“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 Transaction, the expected
benefits of the 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 conditions to the completion of the
Transaction may not be satisfied on the anticipated schedule or at
all;
- the possibility that the Transaction may not be consummated or
that Light & Wonder and SciPlay may be unable to achieve
expected operational, strategic and financial benefits of the
Transaction;
- the possibility of any event, change or other circumstances
that could give rise to the termination of the merger
agreement;
- the outcome of any legal proceedings that may be instituted
following announcement of the Transaction;
- failure to retain key management and employees of SciPlay;
- unfavorable reaction to the Transaction by customers,
competitors, suppliers and employees;
- unpredictability and severity of catastrophic events, including
but not limited to acts of terrorism, war or hostilities or the
COVID-19 pandemic, as well as management’s response to any of the
aforementioned factors; 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”), and SciPlay’s filings with the SEC, including
SciPlay’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 and SciPlay’s ongoing
obligations under the U.S. federal securities laws, Light &
Wonder and SciPlay undertake 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 Transaction, 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
SciPlay will prepare the Information Statement for its
stockholders with respect to the approval of the merger agreement
and the Transaction. When completed, the Information Statement will
be mailed to the SciPlay’s stockholders. In addition, certain
participants in the Transaction will prepare and file the Schedule
13E-3, which will contain important information on Light &
Wonder, SciPlay, the merger agreement, the Transaction and related
matters, including the terms and conditions of the Transaction. You
may obtain copies of the Information Statement, Schedule 13E-3, any
amendment or supplements thereto, other relevant materials (when
available) and all documents filed by Light & Wonder or SciPlay
with the SEC regarding the Transaction, free of charge, at the
SEC’s website, www.sec.gov or from Light & Wonder’s or
SciPlay’s websites at https://explore.lnw.com/investors/ and
https://investors.sciplay.com/, respectively.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230808442131/en/
Light & Wonder Investor Inquiries Nick Zangari,
Senior Vice President of Investor Relations, +1 702-301-4378 Steve
Wan, Senior Director of Investor Relations Email: ir@lnw.com
Light & Wonder Media Inquiries Lucas Pers / T.J.
O’Sullivan, Joele Frank, Wilkinson Brimmer Katcher, +1 212 355 4449
media@lnw.com
For the SciPlay Special Committee Steven Lipin / Michael
Bruen Gladstone Place Partners 212-230-5930
Light and Wonder (NASDAQ:LNW)
Historical Stock Chart
From Jun 2024 to Jul 2024
Light and Wonder (NASDAQ:LNW)
Historical Stock Chart
From Jul 2023 to Jul 2024