MATTHEWS, N.C., April 30, 2014 /PRNewswire/ -- PokerTek,
Inc. (Nasdaq: PTEK) ("PokerTek") announced today that it has
entered into a definitive agreement and plan of merger with
Multimedia Games, Inc., a subsidiary of Multimedia Games Holding
Company, Inc. (Nasdaq: MGAM) (together, "Multimedia Games"),
pursuant to which Multimedia Games has agreed to acquire PokerTek
at a price of $1.35 per share in
cash.
Completion of the transaction is subject to the approval by
holders of a majority of the Company's common shares, the receipt
of certain gaming approvals, and other customary closing
conditions. PokerTek's Board of Directors unanimously approved the
merger agreement with Multimedia Games and has recommended that the
Company's shareholders adopt the merger agreement. Assuming the
satisfaction of conditions, the transaction is expected to close in
calendar 2014.
Mark Roberson, PokerTek's Chief
Executive Officer, stated, "Combining with Multimedia Games
provides our shareholders with the opportunity to receive a healthy
premium for their shares and is an ideal situation for our
customers, employees and other commercial partners. PokerTek
and Multimedia Games share a similar operating philosophy and
culture, focusing on superior customer service and delivering
products that generate strong returns for casino operators. As part
of the Multimedia Games organization, we believe further
development of innovative products and solutions will address the
growing demand for eTables from casino customers and players
worldwide."
Pat Ramsey, Chief Executive
Officer of Multimedia Games, added, "With eTable growth
accelerating in domestic and international casinos, acquiring
PokerTek represents an excellent opportunity to expand our product
portfolio. We believe the PokerPro product is an excellent
complement to our existing business and that we can expand the
penetration of PokerPro in North
America by leveraging our strong domestic manufacturing,
sales and service capabilities. Further, with a growing
installed base of gaming positions internationally, this
transaction represents a solid entry point to further diversify our
revenue and geographic base. This transaction reflects
Multimedia Games' strategic emphasis on offering leading products
that resonate with our customers' players and increasing our share
of the casino gaming floor."
Joe Lahti, Chairman of the Board
of Directors of PokerTek added, "The team at PokerTek has done an
outstanding job over the past several years turning the company
around financially, building a dominant market position and
cultivating strong customer relationships. Merging with
Multimedia Games is a positive event for our shareholders and marks
the beginning of an exciting new chapter for PokerTek."
Transaction Details
Completion of the transaction is subject to the approval by
holders of a majority of the Company's common shares, the receipt
of certain gaming approvals, and other customary closing conditions
(which is not conditioned on financing). Assuming the
satisfaction of conditions, the transaction is expected to close in
calendar 2014.
Burrill Securities acted as financial advisor, and Morse,
Zelnick, Rose & Lander, LLP acted as legal advisor, to the
Company.
About PokerTek, Inc.
PokerTek, Inc. (NASDAQ: PTEK) is a North Carolina corporation headquartered in
Matthews, NC. We design,
manufacture and market electronic table games and related products
for casinos, cruise lines, racinos, card clubs and lotteries
worldwide. We distribute our electronic table games using an
internal sales force, complemented by distributors and sales agents
in select geographic areas, generally on a recurring revenue
participation model, recurring revenue fixed license fee model or
as a sale of hardware combined with recurring license and support
fees.
About Multimedia Games
Through its wholly owned subsidiary, Multimedia Games, Inc.,
Multimedia Games Holding Company, Inc. ("Multimedia Games")
develops and distributes gaming technology. The company is a
creator and supplier of comprehensive systems, content and
electronic gaming units for Native American and commercial
casinos. Revenue is derived from gaming units in operation on
revenue-sharing arrangements as well as from the sale of gaming
units and systems that feature proprietary game content and game
themes licensed from others. Multimedia Games also supplies
the central determinant system for the video lottery terminals
("VLTs") installed at racetracks in the State of New York.
The company is focused on pursuing market expansion and new product
development for commercial and tribal casinos and VLT
markets.
ADDITIONAL INFORMATION
In connection with the proposed merger, the Company will file
with the SEC and mail to its shareholders a proxy statement, which
will contain information about the Company, the proposed merger,
and related matters. SHAREHOLDERS ARE URGED TO READ THE PROXY
STATEMENT CAREFULLY WHEN IT IS AVAILABLE, AS IT WILL CONTAIN
IMPORTANT INFORMATION THAT SHAREHOLDERS SHOULD CONSIDER BEFORE
MAKING A DECISION ABOUT THE MERGER. In addition to receiving the
proxy statement or a notice of internet availability of the proxy
statement from the Company by mail, shareholders will also be able
to obtain the proxy statement, as well as other filings containing
information about the Company, without charge, from the SEC's
website (www.sec.gov) or, without charge, from the Company by mail
or from the Company website (www.pokertek.com). The Company and its
executive officers and directors may be deemed to be participants
in the solicitation of proxies from Company shareholders with
respect to the proposed merger. Information regarding any interests
that the executive officers and directors of the Company may have
in the transaction will be set forth in the proxy statement. More
detailed information regarding the identity of the potential
participants, and their direct or indirect interests, by security
holdings or otherwise, will be set forth in the proxy statement and
other materials to be filed with the SEC in connection with the
proposed merger.
This communication does not constitute an offer to sell or
the solicitation of an offer to buy securities or solicitation of
any vote or approval.
FORWARD-LOOKING STATEMENTS
This release contains forward-looking statements that involve
numerous risks and uncertainties. The statements
contained in this communication that are not purely historical are
forward-looking statements within the meaning of Section 21E of the
Securities Exchange Act of 1934, as amended, including, without
limitation, statements regarding the expected benefits and closing
of the proposed transaction and PokerTek's expectations, beliefs
and intentions. All forward-looking statements included in this
communication are based on information available to PokerTek on the
date hereof. In some cases you can identify forward-looking
statements by terminology such as "may," "can," "will," "should,"
"could," "expects," "plans," "intends," "anticipates," "believes,"
"estimates,' "predicts," "projects," "targets," "goals," or
variations of such words, similar expressions, or the negative of
these terms or other comparable terminology. No assurance can be
given that any of the events anticipated by the forward-looking
statements will transpire or occur, or if any of them do so, what
impact they will have on our results of operations or financial
condition. Accordingly, actual results may differ
materially and adversely from those expressed in any
forward-looking statements. There are various important
factors that could cause actual results to differ materially from
those in any such forward-looking statements, many of which are
beyond PokerTek's control. These factors include (A) failure
to obtain shareholder approval or failure to satisfy other
conditions required for the consummation of the merger, (B) failure
or delay in consummation of the transaction for other reasons, (C)
changes in laws or regulations, (D) changes in the financial or
credit markets or economic conditions generally and (E) other risks
as are mentioned in reports filed by PokerTek with the Securities
and Exchange Commission from time to time. PokerTek does not
undertake any obligation to publicly release any revision to any
forward-looking statements contained herein to reflect events and
circumstances occurring after the date hereof or to reflect the
occurrence of unanticipated events. Caution should be
taken that these factors could cause the actual results to differ
from those stated or implied in this and other PokerTek
communications.
For further information contact:
Mark Roberson, CEO
PokerTek, Inc.
704.849.0860, x101
investorrelations@pokertek.com
SOURCE PokerTek, Inc.