LAS VEGAS, Aug. 10, 2021 /PRNewswire/ -- SciPlay Corporation
(NASDAQ: SCPL) ("SciPlay" or the "Company"), a leading developer
and publisher of digital games on mobile and web platforms, today
announced that its Board of Directors (the "Board") has formed a
special committee of independent directors (the "Special
Committee") consisting of Mr. William
Thompson, Mr. Gerald Cohen,
and Mr. Michael Marchetti. The Board
has granted the Special Committee independent authority to review
and evaluate a previously announced proposal that the Board
received on July 15, 2021 from
Scientific Games Corporation (NASDAQ: SGMS) ("Scientific Games"),
proposing that Scientific Games acquire the remaining 19% equity
interest in SciPlay that Scientific Games does not currently own in
an all-stock transaction (the "Proposed Transaction").
In the Proposed Transaction, SciPlay shareholders, other than
Scientific Games and its subsidiaries, would receive 0.250 shares
of Scientific Games common stock for each share of SciPlay Class A
common stock they own, which would imply a premium of 11% based on
the Scientific Games and SciPlay respective stock prices as of the
close of business on July 14, 2021,
the last trading day prior to Scientific Games' proposal.
The Special Committee has retained Lazard as its financial
advisor and Sullivan & Cromwell LLP as its legal counsel in
connection with its review and evaluation of the Proposed
Transaction.
The Company cautions its shareholders and others considering
trading in its securities that neither the Board nor the Special
Committee has made any decision with respect to the Company's
response to the Proposed Transaction. There can be no assurance
that any definitive offer will be made, that any definitive
agreement will be executed relating to the Proposed Transaction or
that this or any other transaction will be approved or consummated.
The Company does not undertake any obligation to provide any
updates with respect to this or any other transaction, except as
required under applicable law.
All ® notices signify marks registered in the United States. © 2021 SciPlay Corporation.
All Rights Reserved.
About SciPlay
SciPlay Corporation (NASDAQ: SCPL) is a leading developer and
publisher of digital games on mobile and web platforms. SciPlay
currently offers seven core games, including social casino games
Jackpot Party® Casino, Gold Fish®
Casino, Hot Shot Casino® and Quick
Hit® Slots, and casual games MONOPOLY Slots,
Bingo Showdown and 88 Fortunes® Slots.
SciPlay's social casino games feature slots-style game play and
occasionally table games-style game play, while its casual games
blend slots-style or bingo game play with adventure game features.
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 Scientific Games Corporation and its
Subsidiaries. For more information, please visit sciplay.com.
Forward-Looking Statements
This press release contains statements that may constitute
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, as amended.
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 and 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, among other
things: uncertainties as to whether an agreement of the
Proposed Transaction will be negotiated and executed; uncertainties
as to whether SciPlay will cooperate with Scientific Games
regarding the Proposed Transaction; uncertainties as to whether
the Special Committee will approve any transaction
proposed by Scientific Games; the possibility that the terms of any
definitive agreement with respect to the Proposed Transaction will
be materially different from the terms initially proposed by
Scientific Games; negative effects from the announcement, pendency
or completion of the Proposed Transaction (in each case if
applicable), including potential adverse reactions or changes to
the business relationships of SciPlay resulting from the
announcement, pendency or completion of the Proposed Transaction;
uncertainties as to whether the conditions to the Proposed
Transaction will be satisfied or satisfied on the anticipated
schedule; the timing of the Proposed Transaction and whether the
Proposed Transaction will be completed; the failure to realize
contemplated benefits from the Proposed Transaction; potential
litigation relating to the Proposed Transaction; incurrence of
significant costs in connection with the Proposed Transaction; and
the impact of the COVID-19 pandemic and any resulting social,
political, economic and financial complications on SciPlay and
Scientific Games or the Proposed Transaction. Additional
information regarding risks and uncertainties and other factors
that could cause actual results to differ materially from those
contemplated in forward-looking statements is included from time to
time in SciPlay's filings with the Securities and Exchange
Commission, including under "Risk Factors" in Part II, Item 1A of
SciPlay's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2021 and Part I, Item 1A
"Risk Factors" in SciPlay's 2020 Annual Report on Form 10-K filed
with the SEC on March 1, 2021.
Forward-looking statements speak only as of the date they are made
and, except for SciPlay's ongoing obligations under the U.S.
federal securities laws, SciPlay's undertakes no and expressly
disclaims any obligation to publicly update any forward-looking
statements whether as a result of new information, future events or
otherwise.
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SOURCE SciPlay Corporation