LAS VEGAS, Nov. 27, 2018 /PRNewswire/ -- Gaming
Partners International Corporation (NASDAQ: GPIC) ("GPIC")
announced today that it has entered into a merger agreement with
Angel Holdings Godo Kaisha ("Angel") pursuant to which Angel will
acquire GPIC for cash in a transaction valued at approximately
$110 million. The consideration
to be paid to GPIC's stockholders will be $13.75 in cash for each share of GPIC common
stock. The merger agreement was unanimously adopted by a
special transaction committee of independent directors of the board
of directors of GPIC (the "Board") as well as the full Board.
In addition, GPIC stockholders holding approximately 51% of the
outstanding shares have signed a voting agreement to vote "for" the
transaction.
TRANSACTION DETAILS
Under the terms of the merger agreement, stockholders of GPIC
will receive $13.75 in cash in
exchange for their shares. Upon closing of the transaction,
Angel will own 100% of GPIC.
The merger agreement provides for a "go-shop" provision under
which, subject to certain limitations and conditions contained in
the merger agreement, GPIC and its board of directors may actively
solicit, receive, evaluate and potentially enter into negotiations
with parties that offer alternative proposals to the proposed
merger transaction until February 2,
2019. There can be no assurance that any person will make a
proposal more favorable to the stockholders of GPIC than what Angel
has agreed to under the merger agreement. GPIC does not
intend to disclose developments about this process unless and until
its board of directors has made a decision with respect to any
potential superior proposal.
The transaction, which is expected to close in 2019, is subject
to the approval of GPIC stockholders and the receipt of certain
approvals from gaming authorities. The transaction is also
conditioned on other customary closing conditions.
ADVISORS
B. Riley FBR, Inc. is serving as financial advisor to GPIC, and
Saul Ewing Arnstein & Lehr LLP
and Holland & Hart, LLP are
acting as legal counsel for GPIC.
ANGEL HOLDINGS GODO KAISHA
Angel manufactures and supplies playing cards and card games for
both the gaming industry and the retail market. A world
leader in casino playing cards and table game equipment, Angel's
many groundbreaking innovations include the best-selling Angel
Protect Pre-shuffled Cards, and the Angel Eye® series of electronic
shoes. Angel's principal business office is located in
Kyoto, Japan, with manufacturing
facilities in Japan and
Singapore. Angel also has
offices in the United States,
Macau, Australia and the
Philippines.
GPIC
GPIC manufactures and supplies casino table game equipment to
licensed casinos worldwide. Under the brand names of Paulson®,
Bourgogne et Grasset®, Gemaco®, Dolphin® and Bud Jones®, GPIC
provides casino currency, including chips, plaques and jetons;
playing cards; table layouts; gaming furniture and table
accessories; dice; and roulette wheels. GPIC pioneered the use of
security features like radio frequency identification device (RFID)
technology in casino currency, and offers RFID solutions including
RFID readers, software, and displays. Headquartered
in North Las Vegas, Nevada,
GPIC also has facilities in Beaune, France; San Luis Rio
Colorado, Mexico; Blue Springs,
Missouri; Atlantic City, New
Jersey; Gulfport,
Mississippi; and Macau S.A.R., China. For additional information,
please visit www.gpigaming.com.
IMPORTANT ADDITIONAL INFORMATION ABOUT THE TRANSACTION AND
WHERE TO FIND IT
This communication is being made in respect of the proposed
merger transaction (the "Merger") involving Gaming Partners
International Corporation ("GPIC") and Angel Holdings Godo Kaisha
("Angel"). This communication 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 connection with the proposed transaction, GPIC will file a
proxy statement and other documents with the Securities and
Exchange Commission (the "SEC"). Before making any voting
decision, investors and stockholders of GPIC are urged to carefully
read the definitive proxy statement when it becomes available
because it will contain important information regarding GPIC, Angel
and the Merger.
A definitive proxy statement and form of proxy will be sent to
GPIC stockholders seeking their approval of the transaction.
This press release is not a substitute for the proxy
statement or any other document which GPIC may file with the SEC in
connection with the proposed transaction. INVESTORS AND
STOCKHOLDERS OF GPIC ARE URGED TO READ THE PROXY STATEMENT AND ANY
OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC, AS WELL
AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND
IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
The definitive proxy statement (when available) and other documents
filed by GPIC with the SEC may be obtained free of charge at the
SEC's website at www.sec.gov. In addition, the documents
filed by GPIC may be obtained free of charge from GPIC at
www.gpigaming.com.
PARTICIPATION IN THE SOLICITATION
GPIC and certain of their respective directors, executive
officers and other members of management and employees may, under
the rules of the SEC, be deemed to be "participants" in the
solicitation of proxies in connection with the Merger.
Information concerning the interests of the persons who may be
"participants" in the solicitation will be set forth in the proxy
statement when it is filed with the SEC. You can find more
detailed information about GPIC's executive officers and directors
in its definitive proxy statement filed with the SEC on
April 18, 2018.
FORWARD-LOOKING STATEMENTS
All statements in this communication other than statements of
historical fact contained in this report are forward-looking
statements. Forward-looking statements usually relate to
future events and anticipated revenues, earnings, cash flows or
other aspects of our operations or operating results.
Forward-looking statements are often identified by the words
"anticipate," "guidance," "assumptions," "projects," "estimates,"
"outlook," "expects," "continues," "intends," "plans," "believes,"
"forecasts," "future," "potential," "may," "foresee," "possible,"
"should," "would," "could" and variations of such words or similar
expressions, including the negative thereof. These
forward-looking statements are based on our current expectations,
beliefs and assumptions concerning future developments and business
conditions and their potential effect on us. While management
believes that these forward-looking statements are reasonable as
and when made, there can be no assurance that future developments
affecting us will be those that we anticipate.
Risks and uncertainties that could cause results to differ
materially from those expected by the management of GPIC include
the expected timing and likelihood of completion of the proposed
transaction, including the timing, receipt and terms and conditions
of any required governmental and regulatory approvals of the
proposed transaction that could reduce anticipated benefits or
cause the parties to abandon the proposed transaction, the
occurrence of any event, change or other circumstances that could
give rise to the termination of the merger agreement, the
possibility that our stockholders may not approve the Merger
Agreement, the risk that the parties may not be able to satisfy the
conditions to the proposed transaction in a timely manner or at
all, risks related to disruption of management time from ongoing
business operations due to the proposed transaction, the risk that
any announcements relating to the proposed transaction could have
adverse effects on the market price of GPIC common shares, the risk
of any unexpected costs or expenses resulting from the proposed
transaction, the risk of any litigation relating to the proposed
transaction, the risk that the proposed transaction and its
announcement could have an adverse effect on the ability of GPIC to
retain and hire key personnel and maintain relationships with its
suppliers and customers and on its operating results and businesses
generally, the risk that the proposed transaction could distract
management of GPIC, the risk that GPIC will incur substantial costs
in connection with the proposed transaction, as well as other
important factors that could cause actual results to differ
materially from those projected. All of our forward-looking
statements involve risks and uncertainties (some of which are
significant or beyond our control) and assumptions that could cause
actual results to differ materially from our historical experience
and our present expectations or projections. You should
carefully consider the foregoing factors and the other risks and
uncertainties that affect the parties' businesses, including those
described in GPIC's Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q, Current Reports on Form 8-K and
other documents filed from time to time by GPIC with the SEC.
We wish to caution you not to place undue reliance on any
forward-looking statements, which speak only as of the date
hereof. We undertake no obligation to publicly update or
revise any of our forward-looking statements after the date they
are made, whether as a result of new information, future events or
otherwise, except to the extent required by law.
CONTACT: info@gpigaming.com
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SOURCE Gaming Partners International Corporation