Bally Technologies, Inc. (NYSE: BYI) (“Bally”) and SHFL
entertainment, Inc. (NASDAQ Global Select Market: SHFL) (“SHFL”)
announced today that the applicable waiting period under the
Hart-Scott-Rodino Antitrust Act of 1976 (“HSR Act”) in relation to
Bally’s previously announced proposed acquisition of SHFL expired
as of 11:59 p.m. EDT on August 26, 2013, with no action by the
Federal Trade Commission or the Department of Justice.
On July 16, 2013, Bally and SHFL announced that they had entered
into a definitive agreement and plan of merger pursuant to which
Bally has agreed to acquire SHFL at a price per share
of $23.25 in cash for total consideration of
approximately $1.3 billion, subject to the satisfaction of
certain pre-closing conditions.
Completion of the HSR Act waiting period satisfies one of the
conditions required to finalize the acquisition. The transaction is
still subject to approval by SHFL's shareholders, required
regulatory approvals, and certain other customary closing
conditions. The transaction is not subject to a financing
contingency and Bally has obtained commitments for a new $1.1
billion term loan facility to finance the acquisition of SHFL. The
transaction is expected to close following the satisfactory
completion of all required closing conditions.
About Bally Technologies, Inc.
Founded in 1932, Bally Technologies (NYSE: BYI) provides the
global gaming industry with innovative games, systems, mobile, and
iGaming solutions that drive revenue and provide operating
efficiencies for gaming operators. For more information, please
contact Laura Olson-Reyes, Senior Director, Marketing &
Corporate Communications, at 702-584-7742, or visit
http://www.ballytech.com. Connect with Bally on Facebook, Twitter,
YouTube, LinkedIn, and Pinterest.
About SHFL entertainment, Inc.
SHFL entertainment, Inc. is a leading global gaming supplier
committed to making gaming more fun for players and more profitable
for operators through product innovation, and superior quality and
service. SHFL operates in legalized gaming markets across the globe
and provides state-of-the-art, value-add products in five distinct
categories: Utility products, which include automatic card
shufflers and roulette chip sorters; Proprietary Table Games, which
includes live games, side bets and progressives; Electronic Table
Systems, which include various e-Table game configurations;
Electronic Gaming Machines, which include video slot machines; and
newly introduced iGaming, which features online versions of SHFL
entertainment’s table games, social gaming, and mobile
applications. SHFL is included in the S&P SmallCap 600 Index.
Information about SHFL and its products can be found on the
Internet at www.shfl.com, or on Facebook and Twitter.
This news release may contain “forward-looking” statements
within the meaning of the Securities Act of 1933, as amended, and
is subject to the safe harbor created thereby. Such information
involves important risks and uncertainties that could significantly
affect the results in the future and, accordingly, such results may
differ from those expressed in any forward-looking statements.
Future operating results may be adversely affected as a result of a
number of risks that are detailed from time to time in SHFL’s
filings with the Securities and Exchange Commission. SHFL
undertakes no obligation to update the information in this press
release and represents that the information is only valid as of
today’s date.
Forward-Looking Statements
This communication may contain forward-looking statements.
Forward-looking statements may be typically identified by such
words as "may," "will," "should," "expect," "anticipate," "plan,"
"likely," "believe," "estimate," "project," "intend," and other
similar expressions among others. These forward-looking statements
are subject to known and unknown risks and uncertainties that could
cause our actual results to differ materially from the expectations
expressed in the forward-looking statements. Although SHFL
entertainment, Inc. (“SHFL”) believes that the expectations
reflected in its forward-looking statements are reasonable, any or
all of its forward-looking statements may prove to be incorrect.
Consequently, no forward-looking statements may be guaranteed and
there can be no assurance that the actual results or developments
anticipated by such forward-looking statements will be realized or,
even if substantially realized, that they will have the expected
consequences to, or effects on, SHFL or its business or
operations. Factors which could cause SHFL’s actual results to
differ from those projected or contemplated in any such
forward-looking statements include, but are not limited to, the
following factors: (1) the risk that the conditions to the closing
of the merger are not satisfied (including a failure of the
shareholders of SHFL to approve, on a timely basis or otherwise,
the merger and the risk that regulatory approvals required for the
merger are not obtained, on a timely basis or otherwise, or are
obtained subject to conditions that are not anticipated); (2)
litigation relating to the merger; (3) uncertainties as to the
timing of the consummation of the merger and the ability of each of
SHFL and Bally Technologies, Inc. ("Bally") to consummate
the merger; (4) risks that the proposed transaction disrupts the
current plans and operations of SHFL; (5) the ability of SHFL to
retain and hire key personnel; (6) competitive responses to the
proposed merger; (7) unexpected costs, charges or expenses
resulting from the merger; (8) the failure by Bally to obtain the
necessary debt financing arrangements set forth in the commitment
letter received in connection with the merger; (9) potential
adverse reactions or changes to business relationships resulting
from the announcement or completion of the merger; and (10)
legislative, regulatory and economic developments. The foregoing
review of important factors that could cause actual events to
differ from expectations should not be construed as exhaustive and
should be read in conjunction with statements that are included
herein and elsewhere, including the risk factors included in SHFL’s
most recent Annual Report on Form 10-K for the year
ended October 31, 2012, and its more recent reports filed with
the U.S. Securities and Exchange Commission (the "SEC").
SHFL can give no assurance that the conditions to the merger will
be satisfied. Except as required by applicable law, SHFL undertakes
no obligation to revise or update any forward-looking statement, or
to make any other forward-looking statements, whether as a result
of new information, future events or otherwise.
Additional Information and Where to Find It
SHFL has filed with the SEC on August 23, 2013 a preliminary
proxy statement in connection with the proposed transaction with
Bally. SHFL intends to file with the SEC a definitive proxy
statement, which will be sent or given to the shareholders of SHFL
and will contain important information about the proposed
transaction and related matters. SECURITY HOLDERS ARE URGED TO READ
THE DEFINITIVE PROXY STATEMENT CAREFULLY WHEN IT BECOMES AVAILABLE.
The proxy statement and other relevant materials (when they become
available), and any other documents filed by SHFL with the SEC, may
be obtained free of charge at the SEC’s website, at www.sec.gov.
SHFL's shareholders will also be able to obtain, without charge, a
copy of the proxy statement and other relevant documents (when
available) by going to SHFL’s Investor Relations website page
at http://ir.shfl.com or by contacting SHFL’s Corporate
Secretary by mail to SHFL entertainment, Inc., Attn: Corporate
Secretary, 6650 El Camino Road, Las Vegas, NV 89118, or by
phone at (702) 897-7150.
Participants in Solicitation
SHFL and its directors and executive officers may be deemed to
be participants in the solicitation of proxies from SHFL’s
shareholders with respect to the meeting of shareholders that will
be held to consider the proposed merger. Information about SHFL’s
directors and executive officers and their ownership of SHFL’s
common stock is set forth in the proxy statement for SHFL’s 2013
Annual Meeting of Shareholders, which was filed with
the SEC on February 1, 2013. Additional information
regarding these persons and their interests in the merger is
included in the preliminary proxy statement filed with the SEC on
August 23, 2013. You may obtain free copies of this document as
described in the preceding paragraph.
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